SOFTWARE SUBSCRIPTION, SERVICES AND SALES AGREEMENT
This Software Subscription, Services and Sales Agreement (the “Agreement”) sets forth the obligations and conditions between Located at (“Client”) and Reunify, LLC, a CA limited liability company (“Provider”), relating to your use of the Services defined herein. Please read this Agreement carefully. Your use of the Services is expressly conditioned on your acceptance of this Agreement.
BY CLICKING THE “I AGREE” ICON BELOW, AND/OR BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY TERM OF THIS AGREEMENT, DO NOT USE THE SERVICES AND EXIT IMMEDIATELY BY CLICKING “I DO NOT AGREE” ICON BELOW.
Recitals A. Provider is the owner of certain proprietary computer software known as Reunify Fitness Cloud, Pulse, Beat, Pulse Feedback and software branded with Reunify logo and name that are used to handle customer engagement, risk, value and up-sell scoring, reporting, APIs and other functional extensions applicable to Client’s business (the “Software”). B. Provider provides and sells subscriptions for subscribers to access and use the Software via any sub-domains of reunify.net, reunify.com or any website notified to the subscribers from time to time (the “Services”). C. Client desires to use the Services for Client’s internal business purposes, including specifically use by Client’s users (“Authorized Users”) to engage with Client’s members on an Authorized Client’s property, pursuant to the terms and conditions set forth herein. D. Provider is willing to provide access to the Services for Client’s internal business
use pursuant to the terms and conditions set forth herein. E. Provider and Client acknowledge and agree that this Agreement shall be effective and in force immediately upon the date that Client clicks the “I Agree” icon below (the “Effective Date”) F. Upon clicking “I Agree” Provider shall contact solutions.Financial to start t
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:
Online version for the customer to Read and Sign at solutions.reunify.net
PRICE 2. i.e. On demand List and Reports iii. Support items (Per Club)
Online version for customer to Read and Sign at solutions.reunify.net
Provider on the first day of each subsequent Subscription Period, pursuant to subsection d and e, below. c. The amount of the Subscription Fee does not include any applicable
taxes. The client is responsible for any and all applicable taxes. d. Client shall provide a valid credit card, ACH payment system information, bank account information authorized for automatic bill paying, or another acceptable method of payment to Provider and shall take all necessary steps to authorize automatic payment of the Subscription Fee. By agreeing to this Agreement, Client hereby authorizes Provider to automatically charge said method of payment for all Subscription Periods during the term of this Agreement. If, for any reason, automatic payment shall be denied, then Client shall pay the applicable Subscription Fee, together with a $50.00 late fee per club, to Provider within five (5) days of notice from Provider. e. Provider gives 60 days Trial period, free of charge for Software items that can be subscribed in the sign up clause in “Paragraph 1 subsection c”, except items that can be downloaded on demand, including, but not limited to, Lists and Reports and as clearly described on any sub-domains of reunify.net, reunify.com or any website subscriber has access to. This Trial period starts after Provider Data Access (5 below) has been provided and Provider received the necessary data from solutions.Financial. f. Any additional payment terms between Provider and Client shall be agreed to in writing and set forth in an invoice, billing agreement, or other written document.
The client is responsible for any and all applicable taxes. c. Client shall provide a valid credit card, ACH payment system information, bank account information authorized for automatic bill paying, or another acceptable method of payment to Provider and shall take all necessary steps to authorize payment of the Item Unit Price multiplied by the number of units purchased. By agreeing to this Agreement, Client hereby authorizes Provider to charge said method of payment for all on-demand & Non- Subscription items during the term of this Agreement. If, for any reason, payment shall be denied, <<NEED HELP HERE>>. d. Trial period does not apply to non-subscription and on-demand items in
the sign up clause in “Paragraph 1 subsection c”. e. Any additional payment terms between Provider and Client shall be agreed to in writing and set forth in an invoice, billing agreement, or other written document.
to allow sharing of Client data for Provider use upon clicking “I Agree” button. The Provider shall use any and all of the Client data to be able to provide the best service for the Client. Client agrees that any data access restrictions, unless limited by law, may hinder performance and accuracy of the Provider Software. b. Data transfer timeframe. Provider agrees to synchronize data from solutions.Financial to Provider Software within two (2) weeks upon solutions.Financial access is granted, in a best effort basis. Provider shall let Client know if the timeframe needs extending due to unforeseen circumstances. c. Continued Data Access. Provider must have continued solutions.Financial data access for ALL of Client’s data, including but not limited to, locations, users, members, check in, class schedules data. d. Notice of access. Upon Provider finishing up the data transfer from solutions.Financial, a notice shall be given using the contact e-mail and phone numbers provided in the sign up clause in “Paragraph 1 subsection d”. Effective Date starts the day this notice has been given plus 7 days.
Upon termination of this Agreement for any reason, all rights and subscriptions granted to Client shall immediately terminate, and the Client shall cease using the Services and shall prohibit Authorized Users from using the Services.
the Provider’s prior written consent. c. Client shall use their reasonable efforts (but in no case less than the efforts used to protects its own proprietary information of a similar nature) not to disclose and not to use the Confidential Information for their own benefit or for the benefit of any other person, third-party, firm or corporation in a manner inconsistent with the purpose of this Agreement. d. The terms of confidentiality and non-disclosure contained herein shall expire five (5) years from the date of the termination of this Agreement. e. The restrictions on disclosure shall not apply to information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of the Client; (ii) already known to the Client prior to disclosure pursuant to this Agreement; (iii) obtained at any time lawfully from a third-party under circumstances permitting its use or disclosure to others; or (iv) required by law or court order to be disclosed.
WARRANTIES OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Remedy and Liability. Client represents that it accepts sole and complete responsibility for: (a) the selection of the Services to achieve Client’s intended results; (b) use of the Services; (c) the results obtained from Services; and (d) the terms of any contracts between Client and Authorized Users. Provider does not warrant that the Client’s use of the Services will be uninterrupted or error-free. Client shall not assert any claims against Provider based upon theories of negligence, gross negligence, strict liability, fraud, or misrepresentation, and Client shall defend Provider from any demand or claim, and indemnify and hold Provider harmless from any and all losses, costs, expenses, or damages, including reasonable attorneys’ fees, directly or indirectly resulting from Client’s use of the Services, an Authorized User’s use of the Services, and/or any agreement between the Client and an Authorize User based on or in any way related to the Services. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any event, under no circumstances shall Provider be liable for any loss, costs, expenses, or damages to Client in an amount exceeding the Subscription Fee actually paid to Provider by Client for the previous three (3) months.
any and all applicable local, state, and federal laws. d. Headings. The paragraph headings in this Agreement are for convenience only and they form no part of the Agreement and shall not affect the interpretation thereof.
e. Severability. If any provision of this Agreement shall be held illegal, void, or unenforceable, the remaining portions shall remain in full force and effect. f. No Waiver. The delay or failure of either party to exercise any right under this Agreement or to take action against the other party in the event of any breach of this Agreement shall constitute a waiver of such right, or any other right, or of such breach, or any future breaches, under this Agreement. g. Assignment. Client shall not assign or transfer this Agreement. h. No Partnership or Agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as an agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way. i. Force Majeure. Provider will not be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the Provider’s reasonable control, including but not limited to fire, flood, storm, act of God, war, malicious damage, failure of a utility service or transport or telecommunications network. j. Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Services, and supersedes any and all prior or contemporaneous understandings or agreements whether written or oral. No amendment or modification of this Agreement will be binding unless reduced to a writing signed by duly authorized representatives of the parties and such writing makes specific reference to this Agreement and its intention as an amendment hereto.
BY CLICKING “I AGREE” AND/OR BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT SHALL BE SUPERIOR TO, AND SUPERCEDE ANY CONFLICTING OR INCONSISTENT TERMS CONTAINED IN ANY PURCHASE ORDERS, OTHER DOCUMENTS PROVIDED TO THE COMPANY BY YOU, OTHER DOCUMENTS PROVIDED TO YOU BY THE COMPANY, OR AGREEMENTS PREVIOUSLY ENTERED INTO BY THE PARTIES. IF YOU DO NOT AGREE TO THE TERM OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE APPLICATION AND/OR THE DATA, AND EXIT NOW BY CLICKING ON THE “I DO NOT AGREE” ICON BELOW.
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AGREED TO AND ACCEPTED:
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Signed by Erdal Guner
Signed On: September 14, 2018
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Document Name: Agreement
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