Business Terms

1.Definitions

Affiliate — an entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Customer. For the purpose of this definition, “control” means the possession, direct or indirect, of the power to direct or affect the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise.

Authorized Users — employees or contractors of the Customer (or other individuals to the extent explicitly permitted in the Ordering Document) selected by the Customer or its Affiliates to access and use the AriesLift Platform according to an applicable Ordering Document.

Confidential Information — any written, oral, machine-readable, or visual information disclosed or provided by either party to the other under the Agreement that is designated as confidential at the time of disclosure or which is of such a nature that a person exercising reasonable business judgment would understand to be confidential or proprietary.

Customer (whether identified as “you”, “Customer”, or “Client”) — the entity that signs the Ordering Document.

Effective Date — the earliest to occur of the effective date of the initial Ordering Document that references these Business Terms or the date you first access or use the AriesLift Business Services.

Enterprise Plans — packages that enable Authorized Users to access the AriesLift Platform for the purpose of scheduling and participating in online fitness training sessions, which may be individual (1:1 Live Coaching Services), group-based (Group Class Live Coaching Services), or both, as specified in the applicable Ordering Document.

Fees — all amounts payable for AriesLift Business Services under an applicable Ordering Document.

Intellectual Property Rights — patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill, and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

AriesLift Business Services — services made available by AriesLift to the Customer as specified in the applicable Ordering Document, which may include: (a) Enterprise Plans, (b) account management and support services, (c) fitness assessments, and (d) any other services expressly agreed in writing by the parties in the Ordering Document.

AriesLift Platform - website located at www.AriesLift.com and its sub-domains, related mobile application and software.

Regulation (EU) 2016/679 — Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

2.AriesLift Business Services

1. 1.AriesLift provides the Customer with access to its proprietary e-learning platform for use in connection with the Enterprise Plans specified in the applicable Ordering Document.
2. 2.AriesLift will provide the Customer and its Authorized Users with the account management and support services as specified in the Ordering Document.
3. 3.If such services are not specified on an Ordering Document, support services shall be limited to Help Center documentation available at https://help.AriesLift.com/en/ and AriesLift’s online support available on the AriesLift Platform.

3.Authorized Access and Use

3.1.Authorized Users:

1. 1.The Customer shall be entitled to designate persons as Authorized Users up to the number agreed upon in the Ordering Document. The Customer may assign access to either or both service types (1:1 Live Coaching Services or Group Class Live Coaching Services) under the Enterprise Plans. Additional Authorized Users beyond the agreed number will be charged at the pricing equal to the prevailing per-Authorized User rate multiplied by the period from the date of notice hereunder until the end of the then-current Term.
2. 2.The number of Authorized Users (for 1:1 Live Coaching Services) or groups of Authorized Users (for Group Class Live Coaching Services) as stated in the Ordering Document may not be decreased during the duration of a respective Enterprise Plan.
3. 3.Enterprise Plans are for named Authorized Users only and cannot be shared or used by more than one person. The Customer may reassign Authorized User designations at any time during the duration of the Enterprise Plan, replacing those who no longer require the use of the Enterprise Plan.
4. 4.Separate credentials (e.g., user IDs and passwords) must be obtained for each Authorized User.
5. 5.Sharing of the Authorized User credentials is not permitted.

3.2.Responsibility for the Authorized Users.

The Customer shall at all times be responsible for and expressly assumes the risks associated with the use of the AriesLift Business Services under an Authorized User’s account (including for the payment of Fees related to such use), provided such action was not (a) taken by AriesLift or by a party acting under AriesLift’s direction, or (b) an action by a third party AriesLift should reasonably have prevented.

4.Term, Termination, and Effect of Termination

4.1.Term.

The term of this Agreement shall commence on the Effective Date and continue until the stated service period in all Ordering Documents has expired or been terminated (“Initial Term”).

4.2.Automatic Renewal.

Except as otherwise expressly outlined in an Ordering Document, upon the expiry of the Initial Term, Enterprise Plans ordered by the Customer will automatically renew for additional periods of the same duration (each a “Renewal Term” and collectively with the Initial Term, the “Term”), unless either party gives the other notice of non-renewal at least 30 days prior to the end of the then-current Term. Any additional Enterprise Plans purchased during the Initial or Renewal Term ("Upsells") will end on the same date as the then-current Term. At renewal, all such Upsells will automatically renew together with the Enterprise Plans for the corresponding Renewal Term, unless otherwise agreed in writing by the parties. Fees for renewed Upsells shall be calculated based on the same unit rates as applied to such Upsells during the immediately preceding Term, unless otherwise agreed by the parties.

4.3.Termination.

This Agreement may be terminated (a) by AriesLift upon 30 days prior written notice if the Customer fails to pay the Fees pursuant to the operative Ordering Document, or (b) by either party upon giving to the other party a 30 days prior written notice if the other party is in material breach of the Agreement and the breaching party fails to cure such breach prior to the end of the notice period.

4.4.Effect of Termination.

In the event this Agreement is terminated due to a material breach on AriesLift’s side, AriesLift shall refund the Customer the portion of unused Fees related to the AriesLift Business Services not yet provided. Upon termination or expiry of the Agreement, the obligations which by their nature are intended to survive the termination or expiry of the Agreement shall survive.

5.Fees and Taxes

5.1.Fees.

The Customer agrees to pay AriesLift all Fees set forth in the applicable Ordering Document in accordance with this Agreement and the Ordering Document. The Customer acknowledges and agrees that their and their Authorized Users’ continued access to the AriesLift Business Services is contingent upon the timely payment of Fees.

5.2.Invoicing and Payment.

The first invoice under this Agreement shall be issued to the Customer upon signing the Ordering Document. Thereafter, the Customer shall be invoiced in accordance with the billing frequency and payment terms set forth in the Ordering Document for the amount(s) outlined therein. Notwithstanding the foregoing, invoices shall be issued in the event the Customer wishes to order additional Enterprise Plans beyond the number indicated in the Ordering Document.

5.3.Late Payment.

If the Customer fails to timely pay the Fees, AriesLift may, without limiting its rights and remedies: (a) suspend the Customer and its Authorized Users’ access to the AriesLift Business Services until the amounts owed are paid in full; (b) terminate the Agreement, and (c) charge the Customer interest on the outstanding amount at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Such suspension of access to the AriesLift Business Services shall not release the Customer from its obligation to pay the Fees or extend the service period.

5.4.Currency and Taxes.

Fees exclude and may not be reduced to account for any taxes, including sales tax, use tax, value-added tax, or withholding tax where applicable. The currency of payment shall be specified in each Ordering Document and the invoice issued against it.

5.5.Transactional Charges.

All charges of correspondent banks are at the parties’ own expense.

5.6.Refund.

Except as otherwise expressly stated in the Ordering Document, all Fees paid to AriesLift are nonrefundable.

6.Confidentiality

Each party shall treat all Confidential Information received from the other party as strictly confidential, use it exclusively for the purpose of fulfilling its undertakings as set out in the Agreement, and shall not disclose any portion of it to any third party without obtaining the prior written permission of the disclosing party. The receiving party shall restrict access to Confidential Information and may only distribute it on a strictly need-to-know basis to affiliates, employees, consultants, subcontractors, or corporate officers who have entered into corresponding confidentiality obligations and need access to the Confidential Information for performing obligations under the Agreement.

The party receiving Confidential Information shall not under any circumstances use a lesser degree of care in safeguarding the Confidential Information than it uses for its own confidential information, and upon discovery of any unauthorized disclosure of Confidential Information, it shall immediately notify the disclosing party and use its best efforts to prevent any further disclosure or unauthorized use thereof.

The foregoing shall not apply to any Confidential Information that: (a) is in the public domain at the time of disclosure or later becomes part of the public domain through no fault of the receiving party; (b) was known to the receiving party prior to disclosure by the disclosing party without obligation of confidentiality or is independently developed by the receiving party (without any use of Confidential Information), in each case as evidenced by the receiving party; (c) is disclosed to the receiving party by a third party who had the right to furnish such Confidential Information; (d) is required to be disclosed by operation of law or court order and is not protected by any claim of privilege, provided the receiving party attempts to notify the disclosing party prior to disclosure and any available governmental or judicial protection is obtained by the receiving party; or (e) is required to be disclosed under a party’s contract with a recognized stock exchange.

7.Intellectual Property

7.1.Right to access and use the AriesLift Business Services.

AriesLift grants to the Customer a revocable, non-transferable, non-sublicensable, non-exclusive, limited right to access and use the AriesLift Business Services during the Term and under the terms and conditions set forth herein.

7.2.Ownership of AriesLift Business Services.

Except for the limited right expressly set forth herein, AriesLift retains all Intellectual Property Rights and all other proprietary rights related to AriesLift Business Services. The Customer agrees that the AriesLift Business Services are provided on a non-exclusive basis and that no transfer of ownership of Intellectual Property Rights will occur. The Customer further acknowledges and agrees that portions of the AriesLift Business Services, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets and other Intellectual Property Rights of AriesLift.

7.3.Feedback.

You are under no obligation to provide any suggestions, enhancements, or requests for improvement or modification, comments, ideas, reviews, recommendations, corrections, or other feedback regarding AriesLift Business Services (“Feedback”). If you decide to provide Feedback to us, you hereby grant AriesLift a worldwide, perpetual, irrevocable, royalty-free right to use, disclose, and incorporate into the AriesLift Business Services or any future AriesLift, its affiliates, or partners’ product or service, without Customer’s consent, at AriesLift’s sole discretion, any such Feedback. For the avoidance of doubt, Feedback shall not be considered Confidential Information under the Agreement.

8.Data Protection

The Customer, as an employer, hereby confirms that it collects and processes the personal data of its Authorized Users on a legal basis. The Customer is entitled to share its Authorized User's personal data (name, timezone and contact details) with AriesLift as necessary in order to provide the Customer and its Authorized Users with the AriesLift Business Services. The parties agree that, for the purposes of applicable data protection legislation, AriesLift can act as both a data controller and a data processor, depending on the nature of the services provided and the specific processing activities. AriesLift acts as an independent data controller in its own right when processing personal data for its own purposes. In this capacity, AriesLift determines the purposes and means of processing the personal data and is responsible for ensuring compliance with applicable data protection laws. AriesLift acts as a data processor when processing personal data on behalf of its Customers in relation to the services it provides. In this role, AriesLift processes personal data solely based on the instructions of its Customers (the data controllers) and for the specific purposes outlined in the agreements with them.

In both roles, AriesLift is committed to safeguarding personal data and complying with applicable data protection legislation.

For more information about how AriesLift handles personal data, please refer to AriesLift Privacy Policy and the Data Processing Addendum (“DPA”).

The DPA is hereby incorporated by reference and forms an integral part of these Business Terms. It is applicable to the relationship between AriesLift and the Customer. The DPA outlines the terms and conditions under which AriesLift processes personal data on behalf of the Customer and ensures compliance with applicable data protection laws.

The DPA applies to all new Customers that sign the Ordering Document on or after the publication date of these Business Terms, and to existing Customers upon renewal of their agreements.

Existing Customers whose agreements have not yet been renewed will continue to be governed by the previously applicable Standard Contractual Clauses for controller-to-controller transfers, to the extent relevant and legally valid.

In the event of any conflict between these Business Terms and the DPA, the DPA shall prevail with respect to the matters of data processing.

9.Liability

9.1.Warranty Disclaimer

AriesLift hereby expressly disclaims all implied warranties, conditions, and other terms, including, without limitation, implied warranties of merchantability, satisfactory quality, non-infringement of third-party rights, or fitness for a particular purpose. Notwithstanding anything to the contrary contained in the Agreement, AriesLift is not responsible for results obtained from the use of AriesLift Business Services.

9.2.Limitation of Liability

Except with respect to liability that cannot be excluded or limited by applicable laws, neither party will have any liability for any indirect, incidental, special, punitive, or consequential loss or damages of any kind, including, but not limited to lost profits or revenue, loss from damage to business or goodwill, loss or corruption of data; or loss arising from unexpected results arising from the use of the AriesLift Business Services, regardless of whether such party has been advised of the possibility of such losses or damages arising.

Except with respect to liability arising out of personal injury or death caused by the negligence of a party, its employees, affiliates, or agents, in no event will the aggregate liability of each party arising out of or related to the Agreement exceed the total amount paid by the Customer for the AriesLift Business Services giving rise to the liability in the 12 months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability.

Notwithstanding anything contained herein, any liability relating to the AriesLift Business Services provided free of charge or during a free trial period will be limited to five hundred US Dollars (USD 500.00).

9.3.Waiver of Class Action

Any claims brought by you or AriesLift must be brought in that party's individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

10.References

AriesLift may disclose the fact that the Customer is a customer of AriesLift to its existing and potential customers and reference the Customer or Customer’s business in the normal course of AriesLift’s business, subject to AriesLift’s confidentiality obligations set forth in this Agreement. The Customer hereby agrees that AriesLift may use the Customer’s name and logo for its marketing efforts unless and until such authorization is revoked in writing.

11.Export Compliance

The Customer represents that it and its Authorized Users are not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and are not subject to sanctions administered by OFAC, the EU, the UK, or other applicable sanctions authorities. The Customer will not (a) access or use the AriesLift Business Services in any manner that would cause any party to violate any U.S. or international embargo, export control law, or prohibition; (b) permit access to or use of any AriesLift Business Services in any country where such access or use is subject to a trade embargo or prohibition, or (c) use the AriesLift Business Services in support of any controlled technology, dual-use items, industry, or goods or services without having a valid governmental license, authority, or permission to engage in such conduct.

12.Amendments to These Business Terms

AriesLift may suggest amendments or modifications to these Business Terms at any time by posting a revised version on the www.AriesLift.com website. AriesLift will provide you with notice whenever such amendments are material. Nevertheless, during the Initial Term, the relationships between the Customer and AriesLift are subject to the then-current Business Terms as of the Effective Date. Within each Renewal Term, the most current version of the Business Terms shall apply. Without limiting the foregoing, no Customer’s purchasing document (including, but not limited to, terms of purchase, master services agreement, order form, or purchase order) will be deemed to modify this Agreement unless expressly pre-authorized in writing by AriesLift.

13.Counterparts and Electronic Signatures

The Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute the Agreement by signing and delivering one or more counterparts. Each party agrees that counterparts may be electronically signed and delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), or other transmission methods, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes and is the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

14.Notices

You hereby agree to the use of (a) electronic means to deliver any notices under the Agreement and (b) electronic records to store information related to the Agreement or your use of the AriesLift Business Services.

Any notice delivered to you by AriesLift under the Agreement will be delivered by email to the email address indicated in the Ordering Document. Any notice delivered by you to AriesLift under the Agreement will be delivered by contacting AriesLift at arieslift-support@ariesview.com.

15.Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

16.Dispute Resolution

If the respective dispute resulting from the Agreement cannot be settled by negotiations, then the dispute shall be finally resolved as set forth below.

All disputes arising out of or relating to the Agreement shall be finally resolved by individual arbitration. The arbitration will be conducted in Delaware, USA. The individual arbitration must be before a single arbitrator conducted in the English language under the Commercial Arbitration Rules of the American Arbitration Association (AAA).

Any arbitration under the Agreement will be between the Customer and AriesLift. To the fullest extent permitted by applicable law, and except as expressly provided below, the Customer and AriesLift expressly waive any entitlement to resolve disputes in court or on a class, collective or representative basis. The parties shall appoint as sole arbitrator a person mutually agreed by the Customer and AriesLift or, if the parties cannot agree within 30 days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party.

The parties shall bear equally the cost of the arbitration except (a) to the extent prohibited by applicable law; and (b) the prevailing party shall, to the extent permitted or required by applicable law, be entitled to an award of reasonable attorneys' fees and costs incurred in connection with the arbitration in such an amount as may be determined by the arbitrator.

All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, each party shall be entitled to seek temporary injunctive relief, security or other equitable remedies from the United States District Court for the District of Delaware or any other court of competent jurisdiction.

17.Governing Law

The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

18.Non-Solicitation and Non-Circumvention

The Customer agrees that during the Term of this Agreement and for 1 year after its termination or expiry, the Customer will not solicit, seek or offer any employment or business cooperation to employees or consultants who were, during the Term of this Agreement, employed by or providing services to AriesLift or were involved in any form or capacity in the performance of the Agreement.

The Customer agrees that during the Term of the Agreement and for a period of 1 year after its termination or expiry, the Customer will not provide or accept services, solicit or seek business in any form or capacity, in each case whether directly or indirectly, from any trainer providing coaching services to the Authorized Users via the AriesLift Platform, without AriesLift’s prior written consent.

19.Assignment

Except as otherwise provided herein, neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, AriesLift may assign this Agreement, in its entirety (including all Ordering Documents), upon notice and without the consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

20.Severability

If any provision of the Agreement is held to be unlawful, void, or unenforceable, such provision will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. In that event, the parties shall replace the affected provision with an enforceable provision that, to the greatest extent possible, approximates the intent and economic effect of the affected provision.

21.Contacts

For additional information and in case you have any questions about these Business Terms, please contact arieslift-support@ariesview.com.