Terms of Service

Gymspace provides cloud-based management software for fitness and wellness businesses, including tools for member and customer records, check-in workflows, membership and pass management, point-of-sale and retail, billing context, staff roles and permissions, multi-location operations, reporting, and related features we make available (collectively, the "Services").

The Services are a tool you use to operate your own business. We do not operate your facility, supervise your members, or deliver fitness, health, or training services to anyone. We may add, change, or remove features over time.

You must be at least 18 years old and able to form a binding contract to use the Services. You are responsible for the accuracy of the information you provide, for configuring the Services for your business, and for all activity that occurs under your account.

You must keep account credentials confidential and restrict access to authorized personnel. You are responsible for the acts and omissions of anyone you allow to access the Services, including your staff and administrators, as if they were your own. Notify us promptly of any unauthorized use of your account.

The Services let you create accounts and roles for your staff and manage records for your members, customers, and guests ("Members"). Your Members are not parties to these Terms.

You are solely responsible for your relationship with your Members, including the sale and terms of memberships, passes, classes, and goods, the collection of any required consents and waivers, the accuracy and lawfulness of the data you enter, and any disputes with your Members. You will maintain your own terms, policies, and waivers governing your Members, and you will not represent that Gymspace is a party to or responsible for those arrangements.

"Customer Data" means the data you and your users submit to or generate through the Services, including Member records, transactions, waivers, and operational data. As between you and Gymspace, you own your Customer Data.

You grant us a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data as needed to provide, secure, maintain, and improve the Services and to comply with law. You represent and warrant that you have all rights, consents, and lawful bases needed to provide Customer Data to us and to have it processed through the Services, including any notices and consents required from your Members. You are responsible for the content and accuracy of Customer Data and for determining what data you collect and retain.

We continuously improve the Services and develop new features, analytics, and benchmarks. We may collect and use usage data and may aggregate or de-identify Customer Data so that it no longer identifies you, any Member, or any individual. We own all aggregated and de-identified data and may use it for any lawful purpose, including operating, analyzing, improving, securing, and developing our products and services, producing industry insights and benchmarks, and training models. We will not publicly disclose aggregated or de-identified data in a manner that identifies you or your Members.

You agree to pay all fees for the Services according to the plan or order you select. Unless stated otherwise, fees are billed in advance on a recurring basis, are non-refundable except as required by law or expressly stated, and are exclusive of taxes. Subscriptions renew automatically for successive periods at the then-current rates unless cancelled before the renewal date.

You authorize us and our payment providers to charge your designated payment method for all fees when due. If a charge fails or an amount is overdue, we may suspend the Services, and you remain responsible for the outstanding amount plus any reasonable costs of collection. You are responsible for all taxes associated with your purchase, other than taxes based on our net income. We may change our fees on prospective renewal terms with reasonable notice.

The Services may let you collect payments from your Members, including point-of-sale and recurring membership billing. Those payments are between you and your Member and are processed through one or more third-party payment providers, subject to their terms. We are not a bank, money transmitter, or payment processor of record, and we do not hold your funds.

You are solely responsible for the lawfulness, pricing, taxes, refunds, cancellations, disputes, and chargebacks relating to payments you collect from your Members, and for compliance with applicable card-network and payment rules. We are not liable for any failure, delay, error, or loss arising from payment processing performed by third parties.

You will not, and will not permit anyone to:

• use the Services in violation of any law or third-party right, or to store or transmit unlawful, infringing, or harmful material;
• access or use the Services to build or benefit a competing product, or copy features or functionality of the Services;
• reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Services, except to the extent this restriction is prohibited by law;
• interfere with, disrupt, probe, or circumvent the security or integrity of the Services, or attempt to gain unauthorized access to any system or data;
• resell, sublicense, rent, or provide the Services to third parties except to your own Members and staff in the ordinary operation of your business;
• introduce malware or use automated means to scrape or overload the Services; or
• misrepresent your identity or authority.

We may investigate suspected violations and may suspend or limit access to protect the Services, our users, or third parties.

The Services, including all software, interfaces, designs, text, and other materials we provide (excluding Customer Data), and all related intellectual property rights, are and remain the exclusive property of Gymspace and our licensors. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during your subscription solely for your internal business operations, subject to these Terms. No rights are granted other than as expressly stated.

If you give us suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it without restriction or obligation to you.

The Services may interoperate with third-party products and services. We do not control and are not responsible for third-party products or services, and your use of them is governed by their own terms. We are not liable for any third-party product or service, even where the Services link to or integrate with it.

Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. You are responsible for providing any privacy notices to, and obtaining any consents from, your Members that are required for your collection and use of their data through the Services.

Each party may access non-public information of the other that is marked or reasonably understood to be confidential. The receiving party will protect such information with reasonable care, use it only to perform under these Terms, and disclose it only to personnel who need it and are bound by similar obligations. This section does not apply to information that is public through no fault of the receiving party, independently developed, or rightfully obtained from a third party, or to disclosures required by law.

We aim to provide reliable Services but do not guarantee that the Services will be uninterrupted, error-free, or available at any particular time, unless a separate written service-level agreement applies. We may perform maintenance, modify, or discontinue features, and we will use reasonable efforts to limit material disruption. Support is provided at the level described in your plan or as otherwise agreed.

We may offer features identified as beta, preview, or evaluation ("Beta Features"). Beta Features are provided as is, may be changed or withdrawn at any time, and are excluded from any availability or support commitments. You use Beta Features at your own risk.

We may suspend your access to the Services, in whole or in part, if we reasonably believe there is a security risk, a violation of these Terms, a risk of harm to us or others, overdue payment, or a legal requirement to do so. Where practical, we will provide notice and an opportunity to cure. Suspension does not relieve you of your payment obligations.

These Terms apply while you use the Services. Either party may terminate as set out in the applicable plan or order, and we may terminate or suspend the Services if you materially breach these Terms and do not cure the breach within a reasonable period after notice, or immediately for breaches that cannot be cured.

Upon termination, your right to access the Services ends. For a limited period after termination, and where the Services support it, you may export Customer Data; after that period we may delete or de-identify Customer Data in the ordinary course, subject to legal retention requirements and our backup cycles. Provisions that by their nature should survive termination will survive, including those on data, intellectual property, fees owed, disclaimers, limitation of liability, indemnification, and governing law.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE SECURE, UNINTERRUPTED, OR ERROR-FREE, OR THAT DATA WILL ALWAYS BE ACCURATE OR PRESERVED.

GYMSPACE PROVIDES SOFTWARE ONLY. WE DO NOT OPERATE YOUR FACILITY, SUPERVISE ACTIVITIES, OR PROVIDE FITNESS, MEDICAL, SAFETY, OR LEGAL SERVICES. YOU ARE SOLELY RESPONSIBLE FOR THE SAFETY AND CONDUCT OF YOUR BUSINESS AND PREMISES, FOR YOUR MEMBER WAIVERS AND RELEASES AND THEIR ENFORCEABILITY, AND FOR ANY INJURY, LOSS, OR CLAIM ARISING FROM YOUR OPERATIONS OR YOUR MEMBERS. THE SERVICES ARE NOT A SUBSTITUTE FOR YOUR OWN LEGAL, ACCOUNTING, TAX, OR COMPLIANCE JUDGMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND YOUR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

You will defend, indemnify, and hold harmless Gymspace and our affiliates, officers, and employees from and against any third-party claims, damages, liabilities, and reasonable expenses (including legal fees) arising out of or related to your use of the Services, your Customer Data, your products, goods, classes, and memberships, your relationship with and treatment of your Members, your waivers and the conduct of your business and premises, or your breach of these Terms or violation of law.

These Terms are governed by the laws of the State of Colorado, without regard to conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration on an individual basis, and you and Gymspace waive any right to a jury trial or to participate in a class or representative action. Either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information. Any claim must be brought within one year after it arises.

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice, such as by posting the updated Terms with a new effective date or notifying you through the Services. Your continued use of the Services after the changes take effect constitutes acceptance of the updated Terms.

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, outages, network or utility failures, labor disputes, or governmental action.

These Terms, together with any order or plan you accept and our Privacy Policy, are the entire agreement between the parties regarding the Services and supersede prior agreements on that subject. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. Nothing in these Terms creates a partnership, agency, or employment relationship between the parties.

Questions about these Terms can be sent to: