Privacy policy

PRIVACY POLICY

Last updated as of August 19th, 2021

  1. Acceptance 
    1. By directly or indirectly accessing or making use of the services offered or made available by CYRUNS Sports & Wellness LLP(the "Vendor"), including without limitation the CYRUNS software as a service platform, and any website, application or widget associated therewith (the "Services"), and/or by clicking the acceptance button, you signify, represent and warrant that you are older than 18 years of age and that you have, and at all times shall have, the necessary power, capacity and authority to enter into, abide by, comply with and perform your obligations under this privacy policy (this "Privacy Policy").
    2. The Vendor is committed to protecting the personal information of identifiable individuals and legal entities, disclosed or provided to the Vendor on or through the Services (the "Personal Information"), and this Privacy Policy outlines how the Vendor collects, uses and discloses such Personal Information.
    3. The Vendor reserves the right to, at its sole discretion, amend this Privacy Policy at any time and without notice, the most current version of which shall always be available at https://cyruns.com/privacy-policy/ You acknowledge and agree that your continued use of the Services, following any amendment of this Privacy Policy, shall signify your assent to, and acceptance of, such amended terms and conditions.
    4. If you do not agree to any term or condition of this Privacy Policy, or any subsequently amended term or condition thereof, you cannot use the Services.
  2. Collection and Use of Personal Information 
    1. You expressly acknowledge, agree and consent to the collection and use of your Personal Information as specified in this Privacy Policy. The legal bases for our processing of Personal Information are primarily that the processing is necessary for providing the Services and that the processing is carried out in our legitimate interests, which are further explained below. Without limiting the generality of the foregoing, the Vendor may on occasion, in specific circumstances, ask you to consent when the Vendor intends to collect or use your Personal Information.
    2. In the event that you choose to register as a user of the Services, you will be asked to create a unique username and private password (collectively, the "Access ID") which will be used to create and activate an account through which the Vendor can make the Services available to you (the "Account"). You expressly acknowledge and agree that certain information such as your name, address, telephone number, email address, billing information, financial information, and certain additional information may be required by the Vendor to make the Services available to you, or may be disclosed by you on or through the Services.
    3. We take steps designed to ensure that only those employees who need access to your Personal Information to fulfil their employment duties will have access to it. You expressly acknowledge, agree and consent to the Vendor collecting and using your Personal Information: 
      1. to create and activate your Account;
      2. to respond to any request for customer service;
      3. to make the Services available to you and to other users of the Services;
      4. as necessary to allow the Vendor to provide you with access to and use of the added services, features and functionality of the Vendor's partner organizations, as incorporated into and/or linked to the Services;
      5. to improve the quality of the Services, including without limitation, through polls, surveys and other similar feedback gathering activities conducted by the Vendor or any third-party;
      6. to assess service levels, monitor traffic patterns and gauge popularity of different features, functionalities and service options of, or related to, the Services;
      7. to create and manage your Account, and to verify access rights to the Services;
      8. to bill, or render invoices relating to, your Account, and to collect any debt owing to the Vendor, and to facilitate payments between you and other users of the Services as contemplated by the features and functionality of the Services;
      9. to communicate with you, including without limitation for the purpose of providing you with notifications, content, marketing materials, commercial electronic messages, and information about your Account and/or the Services;
      10. to install software relating to the Services, on one or more of your electronic devices;
      11. to protect against fraud or error, and to respond to claims of any violation of the Vendor's rights or those of any third-party;
      12. to protect the rights, property or personal safety of yourself, the Vendor, the Vendor's agents, the Vendor's users and the public;
      13. to enforce this Privacy Policy, or any other agreement entered into between yourself and the Vendor;
      14. as required to comply with any applicable laws, or as authorized by any applicable laws; and
      15. for other purposes set out in this Privacy Policy, and for any other purpose the Vendor may disclose to you from time to time.
    4. You may at any point withdraw your consent to receive the communications set out in Section 2(c)(viii). The Vendor provides an "opt-out" function within all email communications of this nature, and/or will cease communications of this nature if you inform the Vendor that you would like to "opt-out". You however expressly acknowledge and agree that you may not "opt-out" of communications related to the Services, your Account, a bill, an invoice, or where such withdrawal of consent would frustrate the performance of a legal obligation (but the Vendor will attempt to minimize the aforementioned communications).
  3. Disclosure of Personal Information 
    1. The Vendor will only disclose your Personal Information as set out in this Privacy Policy in accordance with your instructions, for the purposes set out in Section 2(c), and in any event, in accordance with applicable law. Without limiting the generality of the foregoing, you understand and agree that the purposes set out in Section 2(c) include the disclosure of your Personal Information to the Vendor's partner organizations in connection with your use of the functionality of the Services. For example, if you utilize the meal planning functionality of the Services, your Personal Information may be shared with the Vendor's partner organization that provides such meal planning service functionality. You expressly acknowledge and agree that your Personal Information disclosed by the Vendor to others hereunder may be subject to the terms of another privacy policy other than this Privacy Policy, and that the Vendor assumes no responsibility for the privacy policies or practices of any third-party.
    2. Your Personal Information may be stored and processed in any country where we have facilities or in which we engage third party service providers. By using the Services, you consent to the transfer of information to countries outside your country of residence, which may have different data protection rules than in your country. While such information is outside of India, it is subject to the laws of the country in which it is held, and may be subject to disclosure to the governments, courts or law enforcement or regulatory agencies of such other country, pursuant to the laws of such country. However, our practices regarding your Personal Information will at all times continue to be governed by this Privacy Policy.
    3. You expressly acknowledge, agree and consent to the disclosure of your Personal Information as specified in this Privacy Policy. When we disclose your Personal Information to third parties, we take reasonable measures to ensure that the rules set forth in this Privacy Policy are complied with and these third parties provide sufficient guarantees to implement appropriate technical and organizational measures.
    4. Without limiting the foregoing, you expressly acknowledge and agree that, for the purposes of billing your Account and facilitating payments between you and other users of the Services as contemplated by the features and functionality of the Services, in each case if applicable, the Vendor may disclose your Personal Information with its Payment Processing Services Provider (as defined in the Terms of Service), banks or other third-parties in order to process payments.
  4. Retention of your Personal Information

Your Personal Information will be retained for as long as may be necessary or relevant for the identified purpose of collection, or as may be required or permitted by law, after which time the Vendor will no longer retain such information in a form capable of identifying an individual or legal entity.

  1. Children's Privacy

    The Services are not directed to children under the age of 18, and we do not knowingly collect Personal Information from children under the age of 18 without obtaining parental consent. If you are under 18 years of age, then please do not use or access the Service at any time or in any manner. If we learn that Personal Information has been collected on the Services from persons under 18 years of age and without verifiable parental consent, then we will take the appropriate steps to delete this information. If you are a parent or guardian and discover that your child under 18 years of age has provided Personal Information, then you may alert us as set forth in the "Contact The Vendor" section and request that we delete that child's Personal Information from our systems.

  2. Rights to Your Information

    On written request and subject to proof of identity, you may access the Personal Information that we hold, used or communicated and ask that any necessary corrections be made, where applicable, as authorized or required by law. However, to make sure that the Personal Information we maintain about you is accurate and up to date, please inform us immediately of any change in your Personal Information by mail or email.

  3. Location Information

    You expressly acknowledge, agree and consent to the Vendor collecting Personal Information concerning your location, from your IP address and other sources, for the purpose of matching the Vendor's products and services to areas of demand and for other business purposes of the Vendor.

  4. Aggregated Data

    You expressly acknowledge, agree and consent to the Vendor collecting, combining, manipulating and using your Personal Information to create generalized, anonymous information, stripped of data capable of identifying an individual or legal entity (the "Aggregated Data"), and using, disclosing and commercializing such Aggregated Data as the Vendor deems fit. Your identity and Personal Information will be kept anonymous in the Aggregated Data.

  5. Software Installation, Cookies and Log Files

    You expressly acknowledge, agree and consent to the Vendor installing software and cookies relating to the Services on one or more of your electronic devices and using tracking tools, pixel tags, cookies and log files for purposes the Vendor deems fit, including without limitation, to track which page variants you have seen, to track if you have clicked on a page variant, to monitor traffic patterns, to gauge popularity of service options and to gather information used to deliver relevant content and services to you.

  6. Change of Ownership or Business Transition

    You expressly acknowledge and agree that in the event of a change of ownership or other business transition, such as a merger, acquisition or sale of the Vendor's assets, your Personal Information may be transferred in accordance with applicable privacy laws.

  7. Withdrawing Consent

    You have the right to withdraw your consent relating to the collection, use or disclosure of your Personal Information at any time, except where such withdrawal would frustrate the performance of a legal obligation.

    1. Security 
      1. The Vendor will strive to prevent unauthorized access to your Personal Information and will periodically enhance its security aimed at ensuring that your Personal Information is kept safe from unauthorized access, use and disclosure.
      2. While the Vendor has technology and procedures to guard your Personal Information against unauthorized access, use or disclosure, you expressly acknowledge and agree there is no guarantee that such technology or procedures can or will eliminate the risks of unauthorized access, use, disclosure, theft, loss or misuse.
      3. The Vendor strongly recommends that you do not disclose your Access ID to anyone. If you forget your password, the Vendor will ask you for the username associated with your Access ID and will send an email containing your password to the email address associated with your Access ID.
      4. Notwithstanding anything contained in this Privacy Policy, you expressly acknowledge and agree that ultimately, you control what Personal Information you provide while using the Services, and that you are responsible for maintaining the secrecy of your Personal Information and Access ID.
      5. You expressly acknowledge and agree that the Vendor is not responsible for, and does not control, the use by others of any information which you provide to them and that you should use caution in selecting the Personal Information you provide to others through the Services.
      6. If we learn of a security systems breach, we will inform you and the authorities of the occurrence of the breach in accordance with applicable laws.
    2. Governance 
      1. This Privacy Policy will be governed by the laws of the Gujarat and the laws of India applicable therein, excluding any conflict of rules that would apply to another body of law. You hereby agree to submit to the exclusive jurisdiction of the courts in Ahmedabad, Gujarat with respect to any claim, proceeding or action relating to or otherwise arising out of this Privacy Policy or your access to or use of the Services, howsoever arising, provided always that the Vendor may seek and obtain injunctive relief (or an equivalent type of urgent legal relief) in any jurisdiction.
      2. This Privacy Policy together with any other agreement entered into between yourself and the Vendor which specifically references this Privacy Policy constitutes and contains the entire agreement between you and the Vendor with respect to its subject matter and supersedes any prior oral or written agreements.

 

  1. Contact The Vendor

If you have any questions or comments about this Privacy Policy or your Personal Information, to make an access or correction request, to exercise any applicable rights, to make a complaint, or to obtain information about our policies and practices with respect to any service providers outside India, our Privacy Officer (or Data Protection Officer) can be reached by email using the following contact information: [email protected] or [email protected] 

 

TERMS OF SERVICE

Last Updated as of August 19, 2021

  1. Definitions and Interpretation

Unless otherwise defined herein, or the context otherwise dictates, capitalized terms used in the Terms of Service shall have the indicated meanings set forth in Exhibit "A" attached hereto.

  1. Acceptance 
    1. By directly or indirectly accessing or making use of the Services of CYRUNS Sports & Wellness LLP (the "Vendor"), and/or by clicking the acceptance button, you: (i) signify your agreement to be bound by the terms and conditions set out in this terms of service (including its Exhibit) and the Vendor's privacy policy found at www.cyruns.com incorporated herein by reference (collectively, the "Terms of Service"); and (ii) represent and warrant that you are older than 18 years of age and that you have, and at all times shall have, the necessary power, capacity and authority to enter into, abide by, comply with and perform your obligations under the Terms of Service.
    2. The Vendor reserves at its sole discretion, the right to amend the Terms of Service at any time and without notice, the most current version of which shall always be available at www.cyruns.com. You acknowledge and agree that the continued use of the Services by you or your Agents, following any amendment of the Terms of Service, shall signify your assent to, and acceptance of, such amended terms and conditions.
    3. Subject to the Terms of Service, if you do not agree to the Terms of Service, or any subsequently amended term or condition thereof, you and your Agents cannot use the Services, and any Terms of Service previously entered into must forthwith be terminated by you pursuant to Section 12(a).
  2. Special Consents and Acknowledgements 
    1. YOU ACKNOWLEDGE AND AGREE THAT: 
      1. IF YOU HAVE AN EMERGENCY, HAVE AN URGENT HEALTH CONCERN OR NEED TO OBTAIN MEDICAL ADVICE, YOU SHOULD REFRAIN FROM USING THE SERVICES AND THE CONTENT AND SHOULD IMMEDIATELY CONTACT YOUR PHYSICIAN OR GO TO THE NEAREST HOSPITAL;
      2. THE INFORMATION CONTAINED WITHIN THE SERVICES AND THE CONTENT IS INTENDED TO BE GENERAL IN NATURE, NOTHING CONTAINED WITHIN THE SERVICES OR THE CONTENT CONSTITUTES MEDICAL ADVICE AND YOU SHOULD NOT RELY ON ANYTHING CONTAINED WITHIN THE SERVICES OR THE CONTENT AS A SUBSTITUTE FOR APPROPRIATE AND TIMELY CONTACT WITH YOUR PHYSICIAN;
      3. THE VENDOR DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO: (1) CONTENT FORMING PART OF OR PROVIDED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION WORK-OUT PLANS, EXERCISE VIDEOS, AND OTHER SIMILAR CONTENT, WHETHER OR NOT PROVIDED BY OR ON BEHALF OF THE VENDOR AND (2) TRAINERS, INCLUDING WITHOUT LIMITATION THE QUALITY OR CERTIFICATION LEVELS THEREOF, AND THAT INTERACTIONS WITH TRAINERS THROUGH THE SERVICES OR OTHERWISE IS AT YOUR SOLE DISCRETION AND RISK;
      4. YOU SHOULD NEVER CHANGE OR STOP ANY COURSE OF MEDICAL TREATMENT WITHOUT FIRST CONSULTING YOUR PHYSICIAN; AND
      5. PARTICIPATING IN AN EXERCISE PROGRAM OR DIET CAN CAUSE INJURY, AND YOU ELECT TO DO SO ENTIRELY AT YOUR OWN RISK.
  3. License to Use Services 
    1. Subject to your compliance with the terms and conditions of the Terms of Service, the Vendor hereby grants to you a revocable, personal, non-exclusive, non-sub licensable, non-assignable and non-transferable license to use the Services procured and/or purchased by you, or for you, exclusively in the manner set out in the Terms of Service.
    2. All right, title, interest, ownership rights and intellectual property rights in and to the Services and the trademarks of the Vendor, are and shall remain the property of the Vendor and its licensors, as applicable.
    3. The Vendor reserves all rights to the Services not expressly granted to you herein, and without limiting the generality of the foregoing, nothing in the Terms of Service grants to you, by implication, estoppels, or otherwise, any license or right to use the Services, any Content other than Your Content and/or the Vendor's name, domain names, trademarks, logos, or other distinctive brand features, other than as expressly set out in the Terms of Service.
    4. Notwithstanding any other term of the Terms of Service, including without limitation Section 4(a), no CYRUNS Customer, Trainer or Trainee shall be allowed or permitted to access or make use of the Services, until such CYRUNS Customer, Trainer or Trainee has entered into the most current version of the Terms of Service.
  4. Information and Access IDs 
    1. In order to use the Services, you must provide certain information through the Services, including without limitation your full legal name, physical address, email address and phone number. You may furthermore be asked to disclose your credit card details, payment processor account information and certain other information with respect to the payment of Fees and Charges (in each case as defined below) and other financial transactions facilitated by the Services. You represent and warrant that all information you provide to the Vendor through the Services, and otherwise, shall be true, accurate, current and complete, and you shall update such information as necessary to maintain its truth and accuracy. You furthermore represent and warrant that at no point shall you impersonate any person or entity or misrepresent any affiliation of a person or entity.
    2. You acknowledge and agree that you shall: (i) maintain the security and confidentiality of your Access IDs; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services (iii) notify the Vendor promptly of any unauthorized access to, or use of the Services; (iv) not share your Access IDs with any other person unless agreed to in writing by the Vendor; (v) if you are a CYRUNS Customer, ensure that only the Trainers and Trainees who have been authorised to do so obtain Access IDs from the Vendor, subject to, and in compliance with, the Usage Plan you subscribe to at such time; and (vi) if you are a CYRUNS Customer, ensure that the Access IDs are not shared between any Trainers, Trainees and/or third-parties, unless agreed to in writing by the Vendor.You acknowledge and agree that you shall: (i) maintain the security and confidentiality of your Access IDs; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services (iii) notify the Vendor promptly of any unauthorized access to, or use of the Services; (iv) not share your Access IDs with any other person unless agreed to in writing by the Vendor; (v) if you are a CYRUNS Customer, ensure that only the Trainers and Trainees who have been authorized to do so obtain Access IDs from the Vendor, subject to, and in compliance with, the Usage Plan you subscribe to at such time; and (vi) if you are a CYRUNS Customer, ensure that the Access IDs are not shared between any Trainers, Trainees and/or third-parties, unless agreed to in writing by the Vendor.
  5. Payment Processing 
    1. Payment processing services for the Services are provided by different payment platforms and their respective affiliates or other payment processing services providers as the Vendor may choose from time to time (collectively referred to herein as the "Payment Processing Services Providers"). You hereby authorize the Vendor to share with the Payment Processing Services Provider the financial information, banking details, transaction information and account information provided by you and/or related to your use of the Services as is reasonably required for the provision of the payment processing features contemplated by the Services (including payment of Fees and Charges (each as defined below). You also agree that the Vendor is not responsible or liable for the use or misuse of such financial information, banking details, transaction information and account information by the Payment Processing Services Provider or any third party.
  6. Payment of Fees to Vendor 
    1. If you are a CYRUNS Customer, then you acknowledge and agree that: 
      1. UNTIL THE TERMS OF SERVICE IS TERMINATED BY YOU OR THE VENDOR IN ACCORDANCE WITH SECTION 12, YOU SHALL PAY TO THE VENDOR MONTHLY OR ANNUAL FEES IN ADVANCE BASED ON THE USAGE PLAN SUBSCRIBED TO BY YOU DURING THE APPLICABLE PERIOD AND ALL IN-APPLICATION PURCHASES MADE BY YOU AND YOUR AGENTS DURING SUCH PERIOD, CALCULATED IN ACCORDANCE WITH THE FEE SCHEDULE (collectively, the "Fees");
      2. THE FEES SHALL BE PAID BY CREDIT CARD OR IN ANOTHER FORM OF IMMEDIATELY AVAILABLE FUNDS ACCEPTABLE TO THE VENDOR, ACTING REASONABLY, AND IF YOU PROVIDE YOUR CREDIT CARD DETAILS THROUGH THE SERVICES OR OTHERWISE, YOU AGREE TO THE VENDOR AND ITS PAYMENT PROCESSING PROVIDER CHARGING THE FEES TO YOUR CREDIT CARD WITHOUT REQUIRING ANY FURTHER NOTICE TO, OR CONSENT FROM, YOU, AND YOU FURTHERMORE REPRESENT AND WARRANT THAT SUCH FEE PAYMENTS SHALL BE MADE WHEN DUE;
      3. if you fail to pay Fees when due, the Vendor shall be entitled to take any action set out in Section 12(b), including without limitation changing your Usage Plan to a Trial Usage Plan, and all overdue Fees shall accrue interest at the rate of 18% per annum, or at the highest legal interest rate, if less, and you shall reimburse the Vendor for all expenses (including reasonable attorneys' fees) incurred by the Vendor to collect any amount that is not paid when due;
      4. you shall be responsible for any and all currency conversion charges as well as sales, service, value-added, use, excise, consumption and any other taxes, duties and charges of any kind, if any, imposed by any central, state or local governmental entity on any Fees other than any taxes imposed on, or with respect to, the Vendor's income;
      5. notwithstanding termination of the Terms of Service, you shall not be entitled to a refund from the Vendor for any Fees or any pro rata portion of any Fees paid or payable to the Vendor pursuant to the Terms of Service: (A) in respect of any monthly billing cycle that had already commenced at the date of such termination, if you are subscribed to a monthly Usage Plan; and (B) in respect of any annual billing cycle that had already commenced at the date of such termination, if you are subscribed to an annual Usage Plan (by way of example, if you subscribe for an annual Usage Plan on August 5, 2019 and terminate the Terms of Service on August 10, 2020, then you shall be liable to pay the annual Fee for August 5, 2019 to August 4, 2020 and the annual Fee for August 5, 2020 to August 4, 2021, and you shall not be entitled to a refund from the Vendor in relation to any such Fees);
      6. NOTWITHSTANDING ANY OTHER TERM OF THE TERMS OF SERVICE, THE VENDOR SHALL BE ENTITLED TO AMEND THE FEE SCHEDULE FROM TIME TO TIME, BY GIVING YOU THIRTY (30) DAYS WRITTEN NOTICE OF SUCH AMENDMENT, WHICH NOTICE SHALL AMEND THE FEE SCHEDULE ACCORDINGLY, AND SHALL BE BINDING ON YOU, AS OF YOUR NEXT MONTHLY OR ANNUAL BILLING CYCLE, AS APPLICABLE (the "Amended Fee Schedule").
      7. IF YOU AGREE TO THE TERMS OF SERVICE AS AMENDED FROM TIME TO TIME BUT DO NOT AGREE TO A SPECIFIC AMENDED FEE SCHEDULE, YOU AND ALL TRAINERS AND TRAINEES WHO HAVE BEEN AUTHORISED TO ACCESS AND USE THE SERVICES PROCURED BY YOU CANNOT USE THE SERVICES AFTER THE END OF YOUR CURRENT MONTHLY OR ANNUAL BILLING CYCLE, AS APPLICABLE, AND THE TERMS OF SERVICE MUST BE TERMINATED BY YOU PURSUANT TO SECTION 12(a) ON OR BEFORE THE LAST DAY OF YOUR CURRENT MONTHLY OR ANNUAL BILLING CYCLE, AS APPLICABLE; and
      8. you acknowledge and agree that the Vendor may, from time to time in its sole discretion, offer Trial Usage Plans, and that: (i) you shall comply with any and all additional terms, restrictions and/or limitations imposed by the Vendor on any such Trial Usage Plan; and (ii) the Vendor may at any time and for any reason, without liability to you or any other person alter, amend, modify or cancel any aspect of such Trial Usage Plans, including without limitation, the term, access rights, Fees, nature, scope, features, functionality, operation and Content associated therewith; and
  7. CYRUNS Pay and Payment Facilitation 
    1. If you are a Trainee: 
      1. You understand that use of the Services may result in charges to you for the services or goods you receive from a CYRUNS Customer and/or Trainer ("Charges"). After you have received services or goods obtained through your use of the Services, if you utilize the Services in such manner, the Vendor will, through its Payment Processing Service Provider, facilitate your payment of the applicable Charges to the applicable CYRUNS Customer and/or Trainer (Service Provider). Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Service Provider. You hereby acknowledge and agree that the Vendor is not responsible or liable for any failure or error made by the Payment Processing Service Provider in connection with the Services.
      2. Charges paid by you are final and non-refundable, unless otherwise determined by the Vendor. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Services, any disruption to the Services, or any other reason whatsoever.
      3. The Vendor will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Access ID or account regardless of your awareness of such Charges or the amounts thereof. The Vendor may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you.
    2. If you are a Service Provider: 
      1. If you utilize the Services in such manner, you will receive payment through the Payment Processing Services Provider for any Charges actually paid by a Trainee related to services or goods provided by you through the Services, less any commissions, transaction fees or other deductions charged by the Payment Processing Services Provider. You hereby authorize the Vendor to process all payments due to you through its Payment Processing Services Provider.
      2. You hereby acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that the Vendor is required to withhold by law. You hereby acknowledge and agree that the Vendor is not responsible or liable for any failure or error made by the Payment Processing Service Provider in connection with the Services, or for any failure by a Trainee to make payment to you in connection with the Services.
      3. You hereby acknowledge and agree that you shall be responsible for all currency conversion charges and responsible and liable for the collection and remittance to the relevant government and taxing authorities of all sales, service, value-added, use, excise, consumption and any other taxes, duties and charges of any kind, if any, imposed by any central, state or local governmental entity on any Charges. You hereby agree to defend, indemnify and hold harmless the Vendor and its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorney's fees) arising from any failure by you to collect and remit such charges and amounts.
  8. General Use of the Services – Permissions and Restrictions 
    1. You shall not use the Services to violate, infringe or appropriate any person's privacy rights, publicity rights, defamation rights, copyrights, trademark rights, contractual rights or any other legal right.
    2. You shall not copy, modify, alter, change, translate, decrypt, obtain or extract the source code of, create derivative works from, reverse engineer, reverse assemble, decompile, disassemble or reverse compile any part of the Services.
    3. You shall not use or launch any automated system; including without limitation any "robot" or "spider" that accesses the Services. You shall not collect or harvest any information in an automatic, bulk or systematic way, including any personally identifiable information, from the Services or Content.
    4. You shall not interfere with, or attempt to interfere with, the Services or the networks or services connected to the Services, whether through the use of viruses, bots, worms, or any other computer code, file or program that interrupts, destroys or limits the functionality of any computer software or hardware, or otherwise permit such activity.
    5. You shall use the Services in accordance with the Terms of Service and any and all applicable laws and regulations. The Vendor reserves the right to investigate and take appropriate action against anyone who, in the Vendor's sole discretion, violates this provision, including without limitation, taking legal action or any action set out in Section 12(b).
  9. Content 
    1. Unless otherwise expressly set out in the Terms of Service, all right, title, interest, ownership rights and intellectual property rights in and to Your Content, and your trademarks, are and shall remain your property, your Agents' property and/or the property of its or their respective licensors, as applicable. Notwithstanding the foregoing, you hereby acknowledge and agree that some or all of Your Content may be inaccessible on or through the Services, including without limitation, due to an event set out in Sections 12 and 18(a)(iv).
    2. You hereby acknowledge and agree that Your Content may be disclosed to others in accordance with the selected privacy settings, utilized features and general functionality of the Services, and as such may be accessible to others including without limitation to: (i) your Agents; (ii) other users of the Services; (iii) the Vendor and the Vendor's Agents; (iv) third-party service providers and their Agents; and (v) any other person to whom any of the foregoing persons have granted access to Your Content. The Vendor shall take commercially reasonable steps to ensure that Content identified as private within the functionality of the Services is not shared between CYRUNS Customers (unless you select otherwise), but you acknowledge and agree that the Vendor cannot and does not guarantee any confidentiality with respect to Your Content whatsoever.
    3. You represent and warrant that you own or have all of the necessary licenses, rights, consents and permissions to use and authorize the Vendor to use all patent, trademark, trade secret, copyright and other proprietary rights in and to any and all of Your Content, to permit inclusion and use of Your Content in the manner contemplated by the Services and the Terms of Service without violating, infringing or appropriating any person's privacy rights, publicity rights, copyrights, trademark rights, contractual rights or any other legal right. You hereby grant the Vendor an irrevocable, perpetual, worldwide, royalty-free, sub licensable and transferable license to use, host, reproduce, distribute, license, display, perform, modify and create derivative works of Your Content, exclusively for the purpose of providing the Services.
    4. The Vendor reserves the right to, with or without notice, remove Your Content for any reason whatsoever, including without limitation any of Your Content that: (i) allegedly infringes on another's intellectual property rights; (ii) is patently offensive, exploitative, criminal, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (iii) is considered adult or pornographic; (iv) harasses or advocates harassment of another person, or promotes illicit or criminal activity; (v) solicits personal information from anyone under 18; (vi) constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (vii) involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, or "spamming"; or (viii) interferes or attempts to interfere with the proper working of the Services, disrupts or attempts to disrupt the normal flow of dialogue with an excessive number of messages (flooding attack) to the Services, prevents or attempts to prevent others from using the Services or otherwise negatively affects other persons' ability to use the Services.
    5. You acknowledge and agree that the Vendor typically does not, and has no obligation to, review, censor or edit Your Content or any other Content, or the contents of any third-party site or application, but may at the Vendor's sole discretion do so at any time. The Vendor does not make any guarantees about the accuracy, currency, reliability, suitability, effectiveness, quality or correct use of Your Content (including without limitation any fitness or health tracking data, nutritional data or other data or information that you may make available to the Services from a third party site, application or product and any information you upload or otherwise make available through any document management features of the Services). You acknowledge and agree that the Vendor does not endorse Your Content or any other Content, the contents of any third-party site or application or any opinion, recommendation, or advice expressed therein, and the Vendor expressly disclaims any and all liability in connection therewith. You acknowledge and agree that the Vendor assumes no responsibility for the content, privacy policies, or practices of any third-party, including without limitation, any third-party service provider which may host Content.
    6. The Vendor contracts a third party to store Content, including Your Content, and, while these Terms of Service are in effect and you have an active account for access to the Services, will use commercially reasonable efforts to store and back up such Content at reasonable intervals as may be determined by the Vendor in its sole discretion. However, you should make your own interim back-ups of all of Your Content, including without limitation any and all Content you upload or otherwise make available through the document management features of the Services. Following any cancellation of your account, the Vendor is under no obligation to store Your Content and may delete your account and Your Content immediately upon such cancellation. Notwithstanding anything to the contrary set forth in these Terms of Service, the Vendor shall have no liability or responsibility for any loss or damage, however caused, arising from any loss of Your Content.
  10. Feedback 
    1. You acknowledge and agree that any ideas, suggestions, concepts, processes, techniques, enhancement requests, recommendations, test results, data, information and other output or feedback which you and your Agents provide to the Vendor related to the Services, the Vendor or the Vendor's business, including without limitation in any user forums made available by the Vendor, and any and all metadata, anonymized data, raw data and other information reflecting the access or use of the Services by you and your Agents ("Feedback"), shall become the Vendor's property without any compensation or other consideration payable to you or your Agents, and you do so of your own free will and volition. The Vendor may or may not, in its sole discretion, use the Feedback, commercialize the Feedback and/or incorporate the Feedback in whatever form or derivative into the Services, its other products and services, or any future versions or derivatives of the foregoing. You shall and do hereby assign, and shall cause the assignment of, all rights on a worldwide basis in perpetuity to the Vendor in any and all Feedback and, as applicable, shall and do hereby waive, and shall cause the waiver of, all moral rights therein and thereto.
  11. Termination, Modification and Suspension 
    1. SUBJECT TO SECTION 7(a)(v), YOU MAY TERMINATE THE TERMS OF SERVICE AT ANY TIME AND FOR ANY REASON BY INITIATING AND COMPLETING THE ACCOUNT CANCELLATION PROCESS SET OUT AT www.cyruns.com AND DISCONTINUING YOUR USE OF THE SERVICES.
    2. THE VENDOR MAY AT ITS SOLE DISCRETION AT ANY TIME AND FOR ANY REASON, WITH OR WITHOUT NOTICE: (I) BAN ANY COMPUTER OR DEVICE FROM ACCESSING THE SERVICES; (II) PREVENT ANY PERSON FROM ACCESSING THE SERVICES; (III) TERMINATE, MODIFY, SUSPEND OR DISCONTINUE ANY USAGE PLAN, ACCESS ID, TERMS OF SERVICE OR SERVICES; (IV) REMOVE ANY OF YOUR CONTENT; AND/OR (V) CHANGE YOUR USAGE PLAN TO A TRIAL USAGE PLAN.
  12. Warranty Disclaimer 
    1. THE SERVICES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES AND ALL CONTENT FORMING PART OF OR RELATED TO THE SERVICES (INCLUDING WITHOUT LIMITATION ANY WORK-OUT PLANS, EXERCISE VIDEOS OR SIMILAR CONTENT PROVIDED BY OR ON BEHALF OF THE VENDOR), AND ANY AND ALL INTERACTIONS BETWEEN YOU AND TRAINERS THROUGH THE SERVICES OR OTHERWISE, SHALL IN ALL CASES BE AT YOUR SOLE DISCRETION AND RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE VENDOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED OR STATUTORY, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, HARDWARE COMPATIBILITY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED FROM THE VENDOR OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
    2. THE VENDOR MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND ABOUT THE ACCURACY OR COMPLETENESS OF ANY SITES, APPLICATIONS, PAGES OR SERVICES LINKED TO OR THROUGH THE SERVICES. THE VENDOR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR, ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICE OR WEBSITE FEATURED IN ANY USER SUBMISSION, BANNER, SPONSOR MESSAGE OR OTHER ADVERTISING. THE VENDOR SHALL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY OTHER USER OF THE SERVICES OR ANY THIRD-PARTY PROVIDERS OF ANY PRODUCT OR SERVICE.
  13. Limitation of Liability 
    1. IN NO EVENT SHALL THE VENDOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS DIRECTLY OR INDIRECTLY, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUE, INCOME, PROFIT, REPUTATION, GOODWILL OR CUSTOMERS WHATSOEVER RESULTING FROM YOUR USE OF OR ACCESS TO THE SERVICES OR ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY WORK-OUT PLANS, EXERCISE VIDEOS OR SIMILAR CONTENT PROVIDED BY OR ON BEHALF OF THE VENDOR), INCLUDING WITHOUT LIMITATION RESULTING FROM ANY: (I) ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SERVICES; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT; (III) UNAUTHORIZED ACCESS TO OR USE OF THE VENDOR'S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION OR OTHER INFORMATION STORED THEREIN OR THEREON; (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) TERMINATION OF ACCESS TO THE SERVICES OR REMOVAL OF ANY CONTENT BY THE VENDOR; (VI) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD-PARTY; OR (VII) ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT, WHETHER THE FOREGOING IS BASED ON WARRANTY, CONTRACT, TORT, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE AFFECTED PARTIES ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. THE TOTAL AGGREGATE LIABILITY OF THE VENDOR FOR ANY AND ALL CLAIMS RELATED TO THE TERMS OF SERVICE AND/OR USE OF, OR ACCESS TO, THE SERVICES SHALL BE LIMITED TO DIRECT DAMAGES SUFFERED BY YOU, NOT TO EXCEED THE LESSER OF INR 10,000.00 (RUPEES TEN THOUSAND ONLY) AND THE AMOUNT ACTUALLY RECEIVED BY THE VENDOR FROM YOU PURSUANT TO THE TERMS OF SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. ANY ACTION COMMENCED AGAINST THE VENDOR FOR ANY AND ALL CLAIMS RELATED TO THE TERMS OF SERVICE, SHALL BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER SUCH CAUSE OF ACTION SHALL HAVE FIRST ARISEN.
    3. THE VENDOR DOES NOT CONTROL CONTENT AND DOES NOT GUARANTEE THE ACCURACY OR INTEGRITY OF SUCH CONTENT. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE VENDOR SHALL NOT BE LIABLE IN ANY WAY FOR ANY CONTENT INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
    4. YOU ACKNOWLEDGE AND AGREE THAT, WITH RESPECT TO ANY DISPUTE RELATED TO THE TERMS OF SERVICE YOU HEREBY GIVE UP YOUR RIGHT TO (I) HAVE A TRIAL BY JURY; AND (II) PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY DISPUTE RELATED TO THE TERMS OF SERVICE.
    5. ALL FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
  14. Indemnity by You

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE VENDOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES) ARISING FROM: (I) YOUR OR YOUR AGENTS' USE OF OR ACCESS TO THE SERVICES; (II) ANY THIRD PARTY USE OF, OR ACCESS TO, YOUR ACCESS ID; (III) YOUR OR YOUR AGENTS' VIOLATION OF ANY TERM OF THE TERMS OF SERVICE; (IV) YOUR OR YOUR AGENTS' VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT; OR (V) ANY CLAIM THAT YOUR CONTENT CAUSED DAMAGE TO A THIRD-PARTY. THIS DEFENCE AND INDEMNIFICATION OBLIGATION SHALL SURVIVE THE TERMS OF SERVICE AND YOUR AND YOUR AGENTS' USE OF THE SERVICES.

  1. Assignment

The Terms of Service, and any rights and licenses granted hereunder, may not be transferred, assigned or sold by you, but may be transferred, assigned and sold by the Vendor without restriction.

  1. Data Usage and Charges

The Services may use information and data transmission networks operated by third-parties to send data, information and Content from a computer or device to the Vendor's servers, and to serve data, information and Content back to such computer or device. Depending on your wired or wireless data or similar plan with such third-party operators, you may incur charges from such third-party operators for use of its information and data transmission networks. You are solely responsible for any and all costs, including without limitation wireless and cellular data costs, you may incur as a result of the usage of the Services and/or as a result of data, information and Content submitted or received by your computer or device through the Services.

  1. Updates and Availability of Services 
    1. You acknowledge and agree that: 
      1. the Vendor may from time to time, at its sole discretion, make Updates available to you, but is under no obligation to do so;
      2. Updates may alter, amend or modify the Services, including without limitation, its nature, scope, features, functionality, operation and Content, and you agree to such Updates being made to the Services from time to time, at the sole discretion of the Vendor;
      3. Updates may require you to enter into new terms of service or, alternatively, shall be subject to all terms and conditions of the Terms of Service; and
      4. There may be occasions when the Services may be interrupted, including without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
  2. General 
    1. Nothing in the Terms of Service shall be construed to constitute the Vendor and yourself as principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. You shall have no right or authority to assume or create any obligation of any kind, express or implied, on behalf of the Vendor or waive any right, interest or claim that the Vendor may have, other than as expressly set out herein, or with the prior written consent of the Vendor.
    2. If there is any dispute between you and the Vendor about or involving the Services or the Terms of Service, you hereby acknowledge and agree that the dispute shall be governed by and construed in accordance with the laws of the Gujarat, India without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts in Gujarat, India with respect to any claim, proceeding or action relating to or otherwise arising out of the Terms of Service or your access to or use of the Services, howsoever arising, provided always that the Vendor may seek and obtain injunctive relief (or an equivalent type of urgent legal relief) in any jurisdiction.
    3. The Terms of Service constitutes the whole legal agreement between you and the Vendor and governs your use of the Services (but excluding any services which the Vendor may provide to you under a separate written agreement), and completely replaces and supersedes any prior and contemporaneous agreements between you and the Vendor in relation to the Services. Notwithstanding the foregoing, you and the Vendor shall be entitled to enter into an additional superseding agreement which by its terms may expressly alter, amend or terminate the Terms of Service.
    4. If any provision of the Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Service, which shall remain in full force and effect. No waiver of any term of the Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and the Vendor's failure to assert any right or provision under the Terms of Service shall not constitute a waiver of such right or provision.
    5. Sections 4(b), 4(c), 6, 7(a)(i), 7(a)(ii), 7(a)(iii), 7(a)(iv), 7(a)(v), 8, 9(a), 9(b), 9(c), 9(d), 10 through 16, 19 and such other provisions of the Terms of Service which by implication from its nature is intended to survive the termination or expiration of the Terms of Service, shall survive termination or expiration of the Terms of Service.

 

  1. Contact the Vendor

You may direct any questions, complaints or claims with respect to the general functionality and operation of the Services to the Vendor at www.cyruns.com.

EXHIBIT "A"

DEFINITIONS AND INTERPRETATION

"Access IDs" means the unique identification names and corresponding passwords assigned to a CYRUNS Customer and the Trainers and Trainees who have been authorized to access and use the Services procured by such CYRUNS Customer, and allowing such persons to access and use the Services, and "Access ID" shall be construed accordingly.

"Agents" means, with respect to a Party, such Party's agents, employees, consultants, contractors and/or other authorized representatives, and "Agent" shall be construed accordingly.

"Content" means any material posted on, submitted on, uploaded to, made available to and/or appearing on the Services, including without limitation, data, information, text, graphics, photos, videos, charts, or location information.

"Fee Schedule" means the Vendor's fee schedule, as provided by the Vendor to certain users of the Services from time to time, setting out the cost of the respective Usage Plans, and/or the cost of the respective In-Application Purchases, as applicable.

"In-Application Purchases" means the supplementary products, services and/or functionality offered for sale by the Vendor, which is not otherwise included in the cost of the Usage Plan subscribed to by a CYRUNS Customer.

"Parties" means the parties to the Terms of Service, and "Party" shall be construed accordingly.

"Services" means the services offered or made available by the Vendor, including without limitation the CYRUNS software as a service platform, and any website, application or widget associated therewith, as modified by the Vendor by way of Updates from time to time.

"Trainee" means a person directly or indirectly accessing or making use of the Services procured by a CYRUNS Customer as a trainee, including without limitation, for the purpose of accessing, obtaining or otherwise acquiring fitness training services from the CYRUNS Customer and/or a Trainer, and "Trainees" shall be construed accordingly.

"Trainer" means a person directly or indirectly accessing or making use of the Services procured by a CYRUNS Customer as a trainer, including without limitation, for the purpose of offering, providing or otherwise furnishing fitness training services to one or more Trainees, and "Trainers" shall be construed accordingly.

"Trial Usage Plans" means the free or discounted Usage Plans, and "Trial Usage Plan" shall be construed accordingly.

"CYRUNS Customer" means a person who procures Services from the Vendor, including without limitation, by placing an order for a specific Usage Plan with the Vendor, thereby allowing access to, and use of, such Services by the CYRUNS Customer and the related Trainers and Trainees, and "CYRUNS Customers" shall be construed accordingly.

"Updates" means versions of the Services that contain functional enhancements, modifications, error corrections and/or fixes relating to the Services, and "Update" shall be construed accordingly.

"Usage Plans" means the access plans to the Services offered for sale or, with respect to certain Trial Usage Plans, on a no-charge basis, by the Vendor to CYRUNS Customers, each such plan allowing the CYRUNS Customer and a certain set number of Trainers and Trainees to access and use the Services or certain features thereof procured by the CYRUNS Customer, through the use of Access IDs, and "Usage Plan" shall be construed accordingly.

"you", "your" and/or "yourself" means either the CYRUNS Customer, Trainer or Trainee entering into the Terms of Service, as applicable.

"Your Content" means Content posted, submitted, made available, uploaded and/or displayed on or through the Services by you or your Agents, whether directly or through third party sites, applications or products (including without limitation any fitness or health tracking data, nutritional data or other data or information that you may make available to the Services from a third party site, application or product and any and all information you upload or make available through any document management features of the Services).