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Terms and Conditions

(last updated September 6, 2021)

These Terms of Use (“Terms”) constitute an agreement between you and Fit.Cells Pte. Ltd. (“Fit.Cells”, “we”, “us”, “our”) and govern your access and use of any Fit.Cells mobile application, website, channel or content (“Sites”), as well as your booking of any facilities, classes or any other forms of products or services through the Sites (“Facilities”).

 

1. Terms of Use

 

1.1 ACCEPTANCE OF TERMS: By accessing, browsing or using the Sites and/or completing a booking of any Facilities through the Sites, you accept and agree to be bound by these Terms. 

 

1.2 AMENDMENT OF TERMS: Fit.Cells may amend the Terms from time to time. Unless otherwise specified, all amendments are effective upon posting on the Sites. Your continued access to or use of the Sites and/or Facilities booked through the Sites after such posting constitutes your consent to be bound by the Terms, as amended.  

 

1.3 ADDITIONAL TERMS: In addition to these Terms, certain plans, offers, products, services or features may also be subject to additional terms, conditions, guidelines or rules which may be posted or communicated to you, and updated or modified from time to time, by us or relevant third parties. Your use of such plans, offers, products, services or features shall be subject to those additional terms, conditions, guidelines or rules, which are incorporated by reference into these Terms. 

2. Scope and Nature of Our Service

 

2.1 THE PLATFORM: The Fit.Cells platform enables users to search for, book and pay for (i) a specified number of hours at a wide range of gymnasiums, fitness centres and other fitness, recreational and wellness facilities (“Venues”); (ii) a wide range of fitness, recreational and wellness classes offered by such Venues, trainers or other third parties (“Classes”); as well as (iii) other fitness, recreational or wellness related activities, events and experience (“Activities”); all on a non-subscription, non-membership, pay-per-use basis. Fit.Cells itself does not own, operate or control any of the Venues, Classes or Activities (collectively referred to as “Facilities” in these Terms).

 

2.2 FACILITIES PROVIDERS: Through the Sites, we provide an online platform through which operators and/or providers of Facilities (collectively, “Facilities Providers”, and each a “Facilities Provider”) can advertise, market, sell, promote and offer their Venues, Classes and Activities, which can then be booked and paid for by all users of the Sites. By making a booking of any Facilities, you enter into a direct and legally binding contractual relationship with the Facilities Provider with whom you make the booking. From the point of booking, we act solely as an intermediary between you and the Facilities Provider, transmitting the relevant details of your booking to the relevant Facilities Provider and sending you confirmation of your booking for and on behalf of the Facilities Provider. Fit.Cells does not offer, sell or rent out any Facilities. Only Facilities Providers which have a contractual and commercial relationship with Fit.Cells will be made available on the Sites. Fit.Cells is not an open platform where end users can make their product available, and we do not allow non-professional parties to offer or sell their products or services on or through the Sites. Please note that in addition to these Terms, the Facilities Providers may have their own terms and conditions and house rules for the use and access of the Facilities (which may include certain disclaimers and limitations of liability).

 

2.3 FREE-OF-CHARGE FOR USERS: Unless indicated otherwise, our service is free of charge for users because, unlike many other parties, we will not charge you for our services or add any additional fees to the rates indicated on the Sites. You will pay the relevant Facilities Provider the price as stated in the booking confirmation (and, insofar as they are not included in the price, taxes, levies and other similar charges). Facilities Providers pay a commission (being a small percentage of the rates indicated on the Sites) to Fit.Cells after the user has consummated the service.

 

2.4 INFORMATION: When rendering our services to you, the information that we disclose is based on the information provided to us by the Facilities Providers. The Facilities Providers that market and promote their Facilities on the Sites are given access to our systems and are fully responsible for updating all prices, rates, fees, availability, conditions, policies and other information that is displayed on the Sites. Although we will use reasonable skill and care in providing our services, we do not verify and cannot guarantee that all information displayed on the Sites is true, accurate and complete. Neither can we be held responsible for any error or any inaccurate, misleading or untrue information displayed on the Sites and/or any interruption, breakdown, upgrade or maintenance of the Sites. The information displayed on the Sites does not constitute and should not be regarded as a recommendation or endorsement of the standard, quality, rating, service level or qualification of any Facilities or Facilities Provider.  

 

2.5 AVAILABILITY: We do not guarantee the availability of any Facilities, and availability may change over time and at any time. The type, quantity, allocation and availability of Facilities are determined solely by the Facilities Providers at their sole discretion, and the Facilities Providers are responsible for honouring all bookings made through the Sites. 

 

2.6 ELIGIBILITY: The booking and use of the Facilities listed on the Sites are subject to the terms, conditions, rules and regulations as established by the Facilities Providers from time to time. You understand that you may be disallowed from using any Facilities if such terms, conditions, rules and regulations are not complied with. 

 

2.7 BOOKING RELATED CORRESPONDENCE: By completing a booking, you agree to receiving (i) a booking confirmation which we may send to you, giving you information on the Facilities booked and providing you with certain information and offers (including third-party offers to the extent that you have actively opted in for this information) relevant to your booking; (ii) an email or other form of correspondence or communication to rate your experience with the booking process and the Facilities; and (iii) an email or any other form of correspondence or communication which we may send to you inviting you to complete our user review form. See our privacy policy set out under the “Privacy” section of these Terms for more information about how we may contact you.

 

2.8 COMMUNICATION WITH FACILITIES PROVIDERS: Fit.Cells disclaims any liability or responsibility for any communication by or with the Facilities Providers on or through the Sites. You cannot derive any rights from us from any request to, or communication with the Facilities Providers or any form of acknowledgement of receipt of any communication or request. Fit.Cells cannot guarantee that any request or communication will be received / read, complied with, executed or accepted by the Facilities Providers.

 

3. Fit.Cells Account

 

3..1 ACCOUNT: You agree that the information you provide to Fit.Cells at sign up and at all other times will be true, accurate, current, and complete, and that you will keep this information accurate and up-to-date at all times. When you sign up, you will be asked to create a password. You are responsible for keeping this password confidential. Your Fit.Cells account is personal to you and you agree not to create more than 1 account. You cannot transfer to third parties or allow third parties, including other Fit.Cells users, to use your Fit.Cells account. You are solely responsible for all activity that occurs under your account, including any activity by unauthorized users. 

 

3.2 ACCESS TO AND USE OF THE SITES: To use the Sites you must have access to the internet and may be required to download a mobile application to use some or all of Fit.Cells’ features. You are solely responsible for providing your own access to the Sites and Facilities booked through the Sites. Those who choose to access the Sites do so at their own initiative and are responsible for compliance with all local laws, rules and regulations, including, without limitation, rules about the internet, data, email or other electronic messages, and privacy. 

 

3.3 NON-COMMERCIAL USE OF SERVICES: Our services are made available for the personal and non-commercial use of Fit.Cells users only. As such, you are not allowed to re-sell, deep-link, use, copy, monitor (e.g. web scrape), display, download or reproduce any content or information, software, bookings, products or services available on the Sites for any commercial or competitive purpose. 

 

3.4 TESTS: We continually update and test various aspects of the Sites. We reserve the right to, and by using the Sites you agree that we may, include you in or exclude you from these tests without notice. You understand and agree that Fit.Cells may take such action as we deem reasonably necessary to prevent fraud and abuse.

3.5 COMMUNICATIONS: By providing your information or creating an account, you agree that Fit.Cells may contact you by email, direct mail, telephone or text messages at any of the addresses or phone numbers (as the case may be) provided by you or on your behalf in connection with a Fit.Cells account, including for marketing purposes. You may opt-out of marketing emails via the provided unsubscribe link or otherwise opt-out by contacting us at any time. See our privacy policy set out under the “Privacy” section of these Terms for more information. 

 

3.6 SUBSCRIBING ORGANIZATION: If you have express permission from Fit.Cells to open or use an account on behalf of a company, entity, or organization (a “Subscribing Organization”), then you represent and warrant that you are an authorized representative of such Subscribing Organization with the authority to bind such Subscribing Organization to these Terms and agree to be bound by these Terms on its behalf.

 

3.7 REFER A FRIEND: From time to time we may make available certain incentives for Fit.Cells users to refer a friend to use Fit.Cells. The terms and conditions of such incentives will be announced and/or communicated to you prior to us making such incentives available.  

 

3.8 OTHER PROMOTIONS: Fit.Cells may offer additional types of offers and promotions which will be subject to additional terms and conditions that Fit.Cells may provide.

 

3.9 TERMINATION OR MODIFICATION BY FIT.CELLS: You understand and agree that, at any time and without prior notice Fit.Cells may (i) terminate, cancel, deactivate, disable, delete and/or suspend your account or your access to or use of the Sites; and/or (ii) discontinue, disable, suspend, modify or alter any aspect, feature or policy of the Sites, including of your account. Upon any termination or otherwise, we may immediately deactivate your account and all related information and/or bar any further access to your account information and the Sites. Fit.Cells shall have no liability for, and you shall have no recourse for, any such termination or deactivation. You agree that Fit.Cells will not be liable to you or any third party for any termination or modification to the service regardless of the reason for such termination or modification. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of service made by us is to cancel or terminate your account. If Fit.Cells deletes your account for any reason, including any “Prohibited Conduct” as specified in these Terms committed by you, you may not re-register for or use the Sites and/or Facilities under any other user name, email, payment method or profile. Fit.Cells may block your access to the Sites to prevent re-registration.

 

4. Listing, Prices and Payment

 

4.1 PRICES: All prices for the Facilities that you book are displayed including GST / VAT and all other taxes (subject to change of such taxes) and fees, unless stated differently on the Sites or the booking confirmation. All prices stated are per person or group and subject to validity or expiration as indicated in the booking confirmation, if applicable. 

4.2 SPECIAL RATES: Sometimes cheaper rates are available on the Sites for specific Facilities. However, these rates made available by Facilities Providers may carry special restrictions and conditions, for example they may be non-cancelable and non-refundable. Please check the relevant conditions and details thoroughly for any such conditions prior to making your booking.

4.3 OBVIOUS ERRORS: Obvious errors and mistakes (including misprints) are not binding. All special offers and promotions are marked as such. If they are not so labelled, all discounted rates displayed on the Sites should be regarded as errors or mistakes, and you cannot derive any rights from them.  

4.4 PAYMENT: For each successful booking made through the Sites, Fit.Cells facilitates the payment of the Facilities booked for and on behalf of the relevant Facilities Provider. Payment is safely processed from the credit / debit card or bank account specified by you as a payment method in your account settings (“Payment Method”) to the bank account of the Facilities Provider through a third-party payment processor. Any payment facilitated by us for and on behalf of, and transferred to, the Facilities Provider will in each case constitute a payment of the price of the relevant Facilities by you (or a part thereof) and you cannot reclaim such paid monies save as provided for under these Terms. You are responsible for paying the full price of any booking that you do not use or do not cancel with appropriate notice in accordance with these Terms.

4.5 PAYMENT METHODS: You may edit your Payment Method information by logging onto our website or mobile app and editing it in your account settings. If a payment is not successfully settled due to expiration, insufficient funds or otherwise, you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing you via the Payment Method or any other payment method you have provided, as it may be updated, including when you attempt to create a new account, reactivate the unsettled account or sign up for a new account. If we cannot charge your account, we reserve the right, but are not obligated, to suspend or terminate your access to the Sites or any portion thereof.

5. Cancellation, No-Show and Fine Print

5.1 BOOKING AND CANCELLATION: As a Fit.Cells user, you must make and cancel your bookings only through the Sites. It is a breach of these Terms if you book or cancel directly with a Facilities Provider, including through any online or mobile account you have with a Facilities Provider, independent of Fit.Cells. If you book or cancel directly with such Facilities Provider, we reserve the right to charge you the full amount that the Facilities Provider charges for such Facilities and/or any applicable cancellation fees, and/or to suspend or terminate your access to the Sites.

5.2 CHANGES TO BOOKINGS: If you wish to review, adjust or cancel your booking, please revert to the booking confirmation and follow the instructions therein. Please note that you may be charged for your cancellation in accordance with the Facilities Provider’s cancellation and no-show policy or not be entitled to any repayment. Fit.Cells does not accept any liability or responsibility for the consequences of your delayed arrival or any cancellation or charged no-show fee by the Facilities Provider.

5.3 POLICIES, TERMS AND CONDITIONS OF FACILITIES PROVIDER: By making a booking with a Facilities Provider via Fit.Cells, you accept and agree to the relevant cancellation and no-show policy of that Facilities Provider, as well as any other terms and conditions of the Facilities Provider that may apply to your booking. The general cancellation and no-show policy of a Facilities Provider is made available on the Sites, during the booking procedure and in the booking confirmation, and all other relevant terms and conditions of a Facilities Provider can be obtained with the relevant Facilities Provider. Please note that certain rates, fees or special offers are not eligible for cancellation, refund or change, and applicable tax may still be charged by the Facilities Provider in the event of a no-show or charged cancellation. Please check the details of your Facilities of choice thoroughly for any such conditions prior to making your booking. Please carefully read the fine print and important information in your booking confirmation for additional policies as may be applied by the Facilities Provider (e.g. in respect of age requirement, security deposit, non-cancellation / additional supplements for group bookings). 

6. Display and Ranking

 

6.1 DEFAULT RANKING: We aim to display search results that are relevant for you, by providing a personalised default ranking of Facilities on the Sites. You can scroll through this default ranking, use filters and sort by alternative ranking orders and thus have the ability to influence the presentation of search results to receive a ranking order based on other criteria. We use multiple algorithms to produce default ranking results. This process is constantly evolving.

6.2 PARAMETERS AND QUALITY RATING: We are constantly working to identify parameters to assist you in finding suitable Facilities. In order to make it easier for users to find the right match to their preferences, Fit.Cells may assign a quality rating, that is determined by Fit.Cells and displayed on the Sites, to certain Facilities. If so assigned, the quality rating will be based on statistical patterns derived from various features, such as average user review and/or aggregated historical booking data. 

6.3 USER REVIEW: Only users who have booked and used Facilities will be invited by Fit.Cells to comment on their experience at the relevant Facilities, provide a score for certain aspects of their experience and/or receive a rating request. The completed guest review (including submitted rating) may be (i) uploaded onto the relevant Facilities’ information page on the Sites for the sole purpose of informing other users of your opinion of the service and quality of the Facilities; and (ii) used and placed by Fit.Cells at its sole discretion on the Sites or such social media platforms, newsletters, special promotions, applications, or other channels owned, hosted, used, or controlled by Fit.Cells and our business partners for marketing or promotion purposes, or to improve our service. In order to offer and maintain recent (and therefore relevant) reviews, reviews can only be submitted within a limited period of time and each review will only be available for a limited period of time after posting. Fit.Cells may allow Facilities Providers to respond to reviews. All reviews submitted by users are subject to the “User Submissions” section of these Terms and we reserve our right to edit, refuse, or remove reviews at our sole discretion. Fit.Cells does not compensate or otherwise reward a user for completing a review. The user review form should be regarded as a survey and does not include any offer, invitation, or incentive whatsoever. 

7. User Submissions

 

7.1 GENERAL: The Sites may provide certain features which enable you and other users to submit, post, and share content, which may include text, graphic and pictorial works, or any other content submitted by you and other users through the Sites (“User Submissions”). Fit.Cells does not guarantee any anonymity or confidentiality with respect to any User Submissions, and strongly recommends that you think carefully about what you upload to, share with or make accessible to the Sites. You understand and agree that User Submissions may be made public without any additional notice to or consent by you and you should assume that any person (whether or not a user of the Fit.Cells platform), including any Facilities Provider, may read or have access to your User Submissions. Fit.Cells is not responsible for the use or disclosure of any information that you disclose in connection with User Submissions, including any personal information. User Submissions are displayed for information purposes only and reflect the opinions of the persons making the submissions. They are not controlled by and may not reflect the opinion of Fit.Cells. You understand that all User Submissions are the sole responsibility of the person(s) from whom such User Submissions originated. This means that you, and not Fit.Cells, are entirely responsible for all User Submissions that you upload, post, e-mail, transmit, or otherwise make available through the Sites.

7.2 RIGHT TO REMOVE OR EDIT USER SUBMISSIONS: Fit.Cells makes no representations that it will publish or make available on the Sites any User Submissions, and reserves the right, in its sole discretion, to refuse to allow any User Submissions on the Sites, or to edit or remove any User Submissions at any time with or without notice. Without limiting the generality of the preceding sentence, Fit.Cells complies with the Singapore Protection From Online Falsehoods and Manipulation Act (“POFMA”) and will remove User Submissions upon receipt of a direction under the POFMA. Fit.Cells may, but is not obligated to, monitor and edit or remove any activity or content, in whole or in part, including but not limited to content that Fit.Cells determines in its sole discretion to violate the standards of the Sites. Fit.Cells takes no responsibility and assumes no liability for any User Submissions.

7.3 LICENSE GRANT BY YOU TO FIT.CELLS: You retain all your ownership rights in original aspects of your User Submissions. By submitting User Submissions to Fit.Cells, you hereby grant Fit.Cells and its affiliates, sublicensees, partners, designees, and assignees of the Sites (collectively, the “Fit.Cells Licensees”) a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your User Submissions and derivatives thereof in connection with the Sites and Fit.Cells’ (and its successors’) business, for any purpose, including, without limitation, for marketing, promoting, and redistributing part or all of the Sites (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed.

7.4 USER SUBMISSIONS REPRESENTATIONS AND WARRANTIES: You are solely responsible for your own User Submissions and the consequences of posting, sharing, displaying, publishing them or otherwise making them available. In connection with User Submissions, you affirm, represent, and warrant that (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Fit.Cells to use all patent, trademark, copyright, or other proprietary rights in and to your User Submissions to enable inclusion and use of your User Submissions in the manner contemplated by Fit.Cells and these Terms, and to grant the rights and license set forth above; and (ii) your User Submissions, Fit.Cells’ or any Fit.Cells Licensee’s use of such User Submissions pursuant to these Terms, and Fit.Cells’ or any of Fit.Cells Licensee’s exercise of the license rights set forth above, do not and will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) contain any material that is promotional in nature, illegal, threatening, obscene, racist, defamatory, libelous, hateful, pornographic, purposely false or otherwise injurious to third parties; (c) promote any illegal activity or harm to groups or individuals; (d) consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice or false advertising; (e) violate any applicable law or regulation or these Terms; (e) exploit minors; or (f) require the obtaining of a license from or the payment of fees or royalties to you or any third party for the exercise of any rights granted in these Terms, including the payment of any royalty to any copyright owner, agency, collection society, or other entity that administers such rights on behalf of others.

7.5 INACCURATE OR OFFENSIVE USER SUBMISSIONS: You understand that when using the Sites, you may be exposed to User Submissions from a variety of sources, and that Fit.Cells does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Fit.Cells with respect thereto.

7.6 FEEDBACK: If you provide Fit.Cells with any comment, bug report, feedback, or suggested modification to the Sites (“Feedback”), Fit.Cells shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Sites. You hereby grant Fit.Cells a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate and use your Feedback for any purpose without notice to, consent by or compensation to you or any third party.

7.7 INFRINGING OR ILLEGAL ACTIVITY: In the event of infringing or other illegal activities, we reserve the right, but have no obligation, to terminate access to the Sites and remove all content submitted by any persons who are found to be infringers. Any suspected illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Fit.Cells may have at law or in equity.

 

8. Privacy

Your privacy is important to us. The Fit.Cells Privacy Policy is hereby incorporated into these Terms by reference. Please read the privacy policy carefully for information relating to Fit.Cells’ collection, use, and disclosure of your personal information. When you make a booking, the applicable Facilities Provider will have access to certain information about you, such as your name and email address, so it can process the applicable booking and make available the Facilities booked and provide services to you. Please see the Fit.Cells Privacy Policy for more information.

 

9. Prohibited Conduct

 

9.1 Without limiting the prohibitions and restrictions found elsewhere throughout the Terms, you agree not to:

  • Harass, threaten, stalk, disrupt or defraud users, members or staff of Fit.Cells or any Facilities Provider or any other person, or otherwise create or contribute to an unsafe, harassing, threatening or disruptive environment;

  • Act in a deceptive or fraudulent manner by, among other things, impersonating another person or access another user’s account or signing up for more than one account;

  • Share Fit.Cells passwords with any third party or encourage any other user to do so;

  • Permit anyone, including other users, to use any Facilities or services booked under your account;

  • Make or cancel any booking directly with a Facilities Provider, rather than through the Sites;

  • Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, use for commercial purposes or otherwise exploit any portion of the Sites;

  • Misrepresent the source, identity, or content of information transmitted via the Sites, including deleting the copyright or other proprietary rights or notices from any portion of the Sites;

  • Upload material (e.g. virus) that is damaging to computer systems or data of Fit.Cells or users of the Sites or otherwise use the Sites in any manner that could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Sites;

  • Upload copyrighted material that is not your own or that you do not have the legal right to distribute, display, and otherwise make available to others;

  • Upload or send to Site users pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libellous, or otherwise inappropriate content;

  • Decompile, reverse engineer or disassemble the Sites, in whole or in part, except as may be permitted by applicable law;

  • Link to, mirror or frame any portion of the Sites;

  • Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Sites or unduly burdening or hindering the operation and/or functionality of any aspect of the Sites;

  • Attempt to gain unauthorized access to or impair any aspect of the Sites or its related systems or networks or interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites;

  • Make unsolicited offers, advertisements, proposals, or send junk mail or “spam” to users;

  • Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Sites, any features that prevent or restrict use or copying of any content accessible through the Sites, or any features that enforce limitations on the use of the Sites or the content therein;

  • Obtain or attempt to obtain any material or information through any means not intentionally made available through the Sites;

  • Modify the Sites in any manner or form, or use modified versions of the Sites, including (without limitation) for the purpose of obtaining unauthorized access to the Sites;

  • Use any robot, spider, scraper, or other automated means to access the Sites for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Sites;

  • Use the Sites for or in connection with any purpose that is unlawful or prohibited by these Terms.

 

9.2 Fit.Cells reserves the right to refuse service, terminate accounts, remove or edit content, or cancel bookings in its sole discretion in the event of a breach of this clause.

 

10. Ownership, Proprietary Rights, Content

 

10.1 The Sites (including the Fit.Cells website and mobile application) are owned and operated by Fit.Cells. The content, recordings, visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), or any music, images, video, text, services, and all other material or elements of or available through the Sites provided by Fit.Cells (“Content”) are protected by the copyright, trade dress, patent, and trademark laws of Singapore and other countries, international conventions, and all other relevant applicable laws. Except for your User Submissions, all Content contained on the Site are the copyrighted property of Fit.Cells or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Fit.Cells or its affiliates and/or third-party licensors whether registered or unregistered and may not be used in connection with any product or service or in any manner that is likely to cause confusion as to our endorsement, affiliation or sponsorship of any person, product or service. Except as expressly authorized by Fit.Cells, you agree not to sell, license, distribute, copy, modify, download, record, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Content. You may only access the Content for your personal, non-commercial use. In the event that Content are downloaded to your computer or mobile phone, you do not obtain any ownership interest in such Content. All rights not expressly set out in these Terms are reserved.

 

10.2 By installing, copying, or otherwise using the Sites or our software, you acknowledge that you have read and understood these Terms, and agree to be bound by them. If you do not agree to (or cannot comply with) these Terms, do not install, copy, or use the Sites or Content.

 

10.3 You agree that you will not, for any reason whatsoever, reverse engineer, decompile, disassemble, or otherwise tamper with any security component, usage rule or other protection measures applicable to the Sites or Content. You agree to abide by the rules and policies established from time to time by Fit.Cells. Such rules and policies will be applied generally in a non-discriminatory manner to users of the Sites and our software, including but not limited to, required or automated updates, modifications, and/or reinstallations of the software and obtaining available patches to address security, interoperability, and/or performance issues.

 

10.4 You agree not to make any use of Content that would infringe the copyright therein.

 

10.5 The Sites and any related software may enable you to obtain, listen to, view, and/or read (as the case may be) Content that may be obtained by you in digital form, and you shall do so solely for your individual, personal, non-commercial use.

 

10.6 You agree not to share your Fit.Cells account with anyone other than yourself or allow anyone other than yourself to access or use any Content accessible on or through the Sites, including but not limited to sound recordings and/or musical compositions. You agree that you will not attempt to modify any software or Content obtained through the Sites for any reason whatsoever, including for the purpose of disguising or changing any indications of the ownership or source of the Content. You further understand that you are not granted any commercial, sale, resale, reproduction, distribution, or promotional use rights for the Content, or any rights for uses that require a synchronization or public performance license with respect to the underlying musical composition. Any unauthorized reproduction or distribution of Content is expressly prohibited and may violate applicable law. You are not permitted to modify, edit or repurpose any Content.

 

10.7 You represent, warrant and agree that you are using the Sites for your own personal, non-commercial use and not for redistribution or transfer of any kind. You agree (i) not to redistribute, broadcast, publicly perform or publicly display any Content, or otherwise transfer any Content obtained through the Sites; and (ii) to comply with all applicable laws in your use of the Content.

 

10.8 The Content may be owned by Fit.Cells or by third parties. However, in all circumstances, you understand and acknowledge that your rights with respect to the Content will be limited by copyright law. All owners and providers of Content expressly reserve their rights in and to such Content and you are not permitted to infringe the rights of the copyright owner(s) of the Content, including but not limited to any sound recordings or musical compositions. The owners of the Content are intended beneficiaries of this agreement and shall have the right to enforce this agreement against you.

10.9 Fit.Cells and/or the owners of Content may, from time to time, remove Content from the Sites without notice. 

10.10 The Sites and all software, Content and other information, materials and products on or otherwise made available to you through Fit.Cells are provided “as is” and “as available” without warranties of any kind from Fit.Cells or any owner of Content. To the full extent permissible by applicable law, Fit.Cells and all owners of Content disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Neither Fit.Cells nor any owner of Content warrants that the Sites or any software, Content, information, materials or products on or otherwise made available to you through the Sites are free of viruses or other harmful components.

 

10.11 Neither Fit.Cells nor any owner of content will be liable for any incidental, punitive, special or consequential damages of any kind arising from the use of the Sites or from software, Content, information, materials or products on or otherwise made available through the Sites, or for any damages in excess of the amount paid for the specific item of Content giving rise to the applicable claim for damages.

 

11. Third-Party Sites, Products and Services, Links

 

11.1 The Sites may include links or access to other websites or services (“Linked Sites”) solely as a convenience to users. Fit.Cells does not endorse any such Linked Sites, or the information, material, products, or services contained on other Linked Sites or accessible through other Linked Sites. 

 

11.2 Fit.Cells makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. 

 

11.3 Access and use of Linked Sites, including the information, material, content, products, and services on Linked Sites or made available through Linked Sites, is solely at your own risk.

 

11.4 Sometimes promotional plans are offered in conjunction with the provision of third-party products and services. We are not responsible for the products and services provided by such third parties, and the use of such products and services is at your own risk.

 

11.5 Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Sites are solely between you and such third parties. You agree that Fit.Cells will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Sites.

 

12. Legally Binding Agreement

 

You acknowledge and agree that by clicking on the button labelled “I ACCEPT”, “I AGREE”, “CONFIRM BOOKING”, “SUBMIT”, “DOWNLOAD”, or such similar links as may be designated by Fit.Cells to accept the terms and conditions of these Terms, you are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, you hereby agree to the use of electronic contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed through the Sites or services offered by Fit.Cells. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

13. General Disclaimers; No Warranties

 

13.1 All Facilities and products and services made available via the Sites are provided by third parties (and the descriptions of the foregoing posted on the Sites are provided by such third parties), not Fit.Cells. To the fullest extent permissible pursuant to applicable law, your use of the Sites and your attendance at, participation in, purchase and/or use of the Facilities, is solely at your own risk. We do not assume any liability or make any warranties of any kind, express or implied, arising out of, in connection with or with respect to the Sites and/or Facilities.

 

13.2 In no event shall Fit.Cells be liable for any act, error or omission by any third party, including, without limitation, any act, error or omission which arises out of or is any way connected to a user’s attendance at or use of any Facilities, or the performance or non-performance of any third party. Fit.Cells is not an agent of any third party.

 

13.3 Without limiting the foregoing, Fit.Cells does not warrant or make any representation (i) that the Sites and/or any Facilities are suitable for you or will meet your personal needs; (ii) regarding the adequacy or safety of any Facilities or recommendation; (iii) that the Sites and/or any Facilities, or any aspect thereof, will be available or permitted in your jurisdiction; (iv) that the Sites, or any aspect thereof, will be uninterrupted or error-free, that defects will be corrected, or that the Sites and any downloadable software, content, services, or applications made available in conjunction with or through the Sites or the server that makes them available are free of viruses or other harmful components; or (v) regarding the use of the Sites and any downloadable software, content, services, or applications made available in conjunction with or through the Sites in terms of correctness, accuracy, reliability, or otherwise. Any material, content or data that you download or otherwise obtain through the Sites is at your own risk. You are solely responsible for any damages to your computer system or loss of data resulting from the download of such material, content or data.

 

13.4 The laws of certain states do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the disclaimers, exclusions, or limitations set forth in these Terms might not apply to you, and you might have additional rights. To the extent that any disclaimer or limitation of liability does not apply by virtue of such laws, all applicable express, implied, and statutory warranties will be limited in duration to a period of 30 days after the date on which you first used the Sites, and no warranties shall apply after such period.

14. Waiver and Release

 

14.1 You understand that Fit.Cells is not a gymnasium, place of amusement or recreation, health club, facility, fitness studio or similar establishment and the Facilities we provide are operated and delivered by the applicable Facilities Providers and not by Fit.Cells. Fit.Cells is not responsible for the quality of any Facilities provided by a third party (including but not limited to the facility, instructor or curriculum). You are solely responsible for determining whether the Facilities or recommendations available on or through the Sites are right for you.

 

14.2 You understand that there are certain inherent risks and dangers in exercising and that the Facilities you may attend at or use offer a range of activity and intensity levels. By making a booking through Fit.Cells, you acknowledge and agree, on behalf of yourself, your heirs, personal representatives and/or assigns that you are aware of these risks which include, but are not limited to, property damage, loss, illness, and bodily injury or death. You acknowledge that some of these risks cannot be eliminated and you specifically assume the risk of injury or harm.

14.3 You acknowledge and agree that it is your responsibility to consult with your physician or other health care professional prior to making a booking through Fit.Cells and to determine if and how using the Facilities booked is appropriate for you. Do not use Facilities if your physician or health care provider advises against it. If you experience faintness, dizziness, pain or shortness of breath at any time while exercising, you should stop immediately.

 

14.4 You also understand and agree that the Sites offer fitness and related information that is designed for informational, educational and entertainment purposes only. Nothing stated or posted on or otherwise available through any aspect of the Sites is intended to be, and must not be taken to be, the practice of medical, professional or counselling care. You should not rely on any information on or through the Sites as a substitute for, nor does it replace, professional medical advice, diagnosis, or treatment. If you have any concerns or questions about your health or fitness level, you should always consult a physician or other health care professional. Do not ever disregard, avoid or delay obtaining medical or health related advice from your health care professional because of something you may have read or heard on or through the Sites and/or at any of the Facilities. The use of any of the content, recommendations and information provided on or through Fit.Cells is solely at your own risk.

 

14.5 The Sites are continually under development and Fit.Cells makes no warranty of any kind, implied or express, as to its accuracy, completeness or appropriateness for any purpose. In that regard, developments in research may impact the fitness or related advice that appears on or in connection with the Sites. No assurance can be given that the advice or recommendations contained in or through the Sites and/or any of the Facilities will always include the most recent findings or developments with respect to the particular material or content.

 

14.6 Therefore, to the fullest extent permitted by law, you release, indemnify, and hold harmless Fit.Cells, its parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns, from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages and liabilities arising out of or in any way related to your participation in or use of the Sites and/or attendance at, participation in, purchase of and/or use of any Facilities, including where bodily injury, physical harm, loss, illness, death or property damage has been suffered.

 

15. Indemnification; Hold Harmless

 

You agree to indemnify and hold Fit.Cells, its affiliated entities, subsidiaries, its suppliers, service providers and partners and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns, harmless from any claims, actions, suits, costs, expenses, losses, damages, liabilities, including legal costs, arising out of or in connection with your misuse of the Sites and/or Facilities, violation of these Terms, violation of the rights of any other person or entity, or any breach of your representations, warranties, and covenants set forth in these Terms.

 

16. Limitation of Liability and Damages.

 

16.1 Under no circumstances will Fit.Cells or its affiliates, contractors, employees, agents, or third-party partners or suppliers be liable for any special, indirect, incidental, or consequential damages under any theory of liability, whether based in contract, tort (including negligence and product liability), or otherwise, even if Fit.Cells has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, Fit.Cells’ liability will be limited to the fullest extent permitted by applicable law.

16.2 Fit.Cells’ liability to you is limited to SGD 50.00 or the amounts, if any, paid by you to Fit.Cells under this Agreement in the 3 months immediately prior to the event first giving rise to the claim, whichever is higher. The foregoing limitations will apply to the maximum extent permitted by applicable law, regardless of whether Fit.Cells has been advised of the possibility of such damages and regardless of the adequacy of any remedy.

 

17. Settlement of Disputes

 

17.1 GOVERNING LAW: This Agreement will be governed by and construed in accordance with the laws of Singapore. 

 

17.2 DISPUTES: The term “Dispute” means any dispute, claim, or controversy between you and Fit.Cells regarding any aspect of your relationship with Fit.Cells, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behaviour), or any other legal or equitable theory, and includes the validity, enforceability or scope of the arbitration agreement set out in these Terms (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced.

17.3 PRE-ARBITRATION DISPUTE RESOLUTION: Before commencing any legal proceedings for any Dispute that you may have with Fit.Cells, whether in court or arbitration, you must first give Fit.Cells an opportunity to resolve the Dispute by mailing written notification to Fit.Cells Pte. Ltd., 101 Kitchener Road, #03-40, Jalan Besar Plaza, Singapore 208511. That written notification must include (i) your name; (ii) your address; (iii) a written description of the Dispute; and (iv) a description of the specific relief you seek. If Fit.Cells does not resolve the Dispute to your satisfaction within 45 days after it receives your written notification, you may pursue your Dispute in arbitration.

17.4 ARBITRATION AGREEMENT: If a Dispute cannot be resolved amicably, it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of a sole arbitrator. The language of the arbitration shall be English. The awards and findings of the tribunal shall be final and binding on all parties.

17.5 CLASS ACTION WAIVER: Any Dispute arising out of or relating to your use of the Sites and/or attendance at, participation in or use of Facilities, any purchase you make on or through the Sites, any information you provide via the Sites, and/or these Terms (including the formation, performance, or alleged breach), shall be pursued individually by you and will not be subject to any class action or representative status. The arbitrator may not consolidate more than 1 person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, representative action, or consolidated action). Neither you, nor any other user of Fit.Cells and/or user of Fit.Cells’ services, can be a class representative, class member, or otherwise participate in a class, representative, or consolidated proceeding with respect to the matters set forth in the first sentence of this paragraph. You agree that this Class Action Waiver is material and essential to the arbitration of any dispute between you and Fit.Cells and is non-severable from the Arbitration Agreement. If any portion of this Class Action Waiver is limited, voided, or cannot be enforced, then the arbitration agreement set out in these Terms shall be null and void. You understand that by agreeing to this Class Action Waiver, you may only pursue any Dispute against Fit.Cells in an individual capacity and not as a plaintiff or class member in any purported class action or representative proceeding.

 

17.6 SEVERABILITY: If any clause within this “Settlement of Disputes” section, other than the Class Action Waiver clause above, is found to be illegal or unenforceable, that clause will be severed from this section, and the remainder of this section will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, then this entire section will be unenforceable and the Dispute will be decided by a court of competent jurisdiction.

 

17.7 CONTINUATION: This “Settlement of Disputes” section shall survive the termination of your contract with Fit.Cells and your use of the Sites, Facilities and Fit.Cells’ services.

 

18. Miscellaneous

18.1 ENTIRE AGREEMENT: These Terms, and any applicable additional terms, as each may be amended as set forth herein, are the only and whole Agreement between you and Fit.Cells relating to the subject matter herein. 

18.2 SEVERABILITY: In case any provision of this Agreement becomes invalid or unenforceable, the parties shall remain bound by the remainder of the Agreement and replace the invalid or unenforceable provisions with new provisions having a similar effect to the maximum extent possible. If a tribunal or a court of competent jurisdiction holds any provision of this Agreement to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining provisions of this Agreement shall not be affected thereby.

18.3 WAIVER: No waiver of any of these Terms by Fit.Cells is binding unless authorized in writing by an executive officer of Fit.Cells. In the event that Fit.Cells waives a breach of any provision of these Terms, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of these Terms and will in no manner affect the right of Fit.Cells to enforce the same at a later time. Further, in the event we choose to grant an exception to these Terms, any such exception is in our sole discretion and does not entitle you or anyone else to any exceptions in the future for similar circumstances. 

18.4 ASSIGNMENT: We may, at our discretion, assign this Agreement or parts of it to associated and affiliated companies or third parties, including but not limited to agents and subagents, provided such assignee undertakes to be bound by the terms of this Agreement in our place.

18.5 LANGUAGE: This Agreement is drawn up in the English language. Any translation into another language is for convenience and information purposes only. In case of conflict between the English version and such translation, the English version shall prevail. Headings in this Agreement are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.

18.6 NOTICE: Except as explicitly stated otherwise, legal notices will be served, with respect to Fit.Cells, by mail on Fit.Cells’ registered address, and, with respect to you, to the email address you provide to Fit.Cells during the registration process. Notice will be deemed given (i) (if by email) 24 hours after email is sent, unless the sending party is notified that the email address is invalid; or (ii) (if by mail) 3 days after the date of mailing.

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