Fit-C Centre Dashboard – Terms & Conditions

1.Introduction

These Terms & Conditions (“Terms”) govern the use of Fit-C Centre Dashboard and associated services (“Centre Platform”) provided by BJ Dhanvi Software Solutions Private Limited (“Fit-C,” “we,” or “us”) to you, a fitness centre/gym/studio or similar entity (“Centre” or “you”). By signing up for and using the Centre Platform, you agree to these Terms, our Privacy Policy, and any other policies referenced herein. These Terms constitute a binding legal agreement between Fit-C and the Centre.

Fit-C reserves the right to update or modify these Terms. We will provide notice of material changes (e.g., via email or a prominent dashboard notification). Your continued use after such updates indicates acceptance of the new Terms.

2.The Centre Platform and License Grant

Fit-C grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Centre Platform during the term of your subscription solely for your internal business purposes in operating your fitness centre.

Key License Conditions:

Authorized Users: You may allow your employees or contractors (“Authorized Users”) to access the Platform. You are responsible for all actions of Authorized Users and must promptly revoke credentials if a user leaves. Sharing of logins is prohibited.
Scope of Use: Use the Platform only for managing your fitness business and serving your members/trainers. Prohibited actions include reverse engineering, decompilation, or commercializing the platform to third parties.
White-Label Branding: If applicable, you are granted a branding license to use your logo/colors. Fit-C retains ownership of the underlying platform. You must ensure end-users are aware Fit-C is the technology provider.
App Store Deployment: If publishing a mobile app under your name, you agree to abide by app store rules and coordinate with Fit-C. You must not misrepresent the app's nature.

3.Subscription Fees and Payment Terms

Use of the Centre Platform is subject to the payment of subscription fees and other charges as agreed in your Subscription Plan or Order Form.

Revenue Sharing (Commission) Fees:

AI Chatbot Module: If monetized, you agree to pay Fit-C a specified percentage (commission of X% of net revenue) derived from that module, as detailed in your plan.
Event Marketplace Module: For revenue generated through paid events listed on the marketplace, Fit-C will retain a portion (typically a percentage, e.g., 10% of event fees collected) as a service fee. Fit-C facilitates payment collection, deducts its share, and disburses the rest.

Financial Terms:

Payment Method: Fees are invoiced as per the billing cycle. You authorize us to charge your provided payment method for recurring payments.
Taxes: All fees are exclusive of applicable taxes (e.g., GST). You are responsible for any indirect or withholding taxes.
Late Payments: Failure to pay by the due date may result in a late fee (e.g., 1.5% per month), suspension of access, or termination for material breach.
Fee Revisions: Fit-C may revise fees, typically at renewal, with reasonable advance notice (e.g., at least 30 days). Continued use constitutes acceptance.
Refunds: Fees are generally non-refundable, except as explicitly provided or required by law.

4.Centre Obligations and Acceptable Use

You agree to the following obligations:

Lawful and Appropriate Use: Use the platform only for lawful purposes. Content uploaded must be accurate and not contain harmful or unlawful material.
Member Data and Privacy: You are responsible for obtaining all necessary consents from members and staff to input their personal data. Promptly address any member data rights requests and honor communication preferences.
Data Security – Centre’s Role: Keep login credentials secure, use strong passwords, and immediately notify Fit-C of any breach or compromised login.
Content and Community Standards: Enforce basic community standards on any member forums/feeds and promptly address inappropriate content posted under your auspices.
White-Label/Branding Conditions: Do not misrepresent the nature of the service (e.g., claiming you built the software). Abide by Fit-C's branding guidelines.
Prohibited Actions: Including, but not limited to: reselling the platform, using automated means to scrape data, removing proprietary notices, or bypassing security features.

If Fit-C suspects you are violating these obligations, we reserve the right to investigate, suspend access, or remove content.

5.Data Ownership and Data Protection

Data Roles:

Your Data (Centre Data): You retain all rights and ownership in the data you input (member data, trainer profiles). Fit-C acts as a custodian and processor on your behalf and will not use identifiable data outside the scope of the service.
Fit-C Data & Analytics: Fit-C retains ownership of usage logs, performance metrics, and aggregated, non-personal analytics derived from the platform's operation (e.g., improved AI models).
Data Protection Compliance: The Centre is the data fiduciary/controller, and Fit-C is the data processor. We comply with applicable data protection laws and will assist you with data subject rights requests.
Confidentiality: Both parties agree to protect the other's confidential information (including Centre Data and Fit-C's non-public pricing/product plans). This obligation survives termination.
Security Incident: Fit-C will promptly notify you of any security incident affecting your personal data and take steps to mitigate the breach. We expect your cooperation in providing necessary notices to individuals.

6.Intellectual Property Rights

Fit-C IP: All rights, title, and interest in the Fit-C Centre Platform (software, code, UI, trademarks) are the exclusive property of Fit-C. Any feedback or suggestions you provide may be incorporated freely by Fit-C without obligation to you.
Centre IP and Content: You retain ownership of your Centre’s name, logo, brand assets, and content (e.g., uploaded videos, diet charts). You grant Fit-C a worldwide, royalty-free license to use your content as needed to provide the services (e.g., displaying your logo in the app).
Publicity: Fit-C may use your Centre’s name and logo as part of a client list or testimonial, unless you notify us to opt-out.

7.Service Levels and Support

Uptime Commitment: Fit-C strives for at least [99%] uptime, excluding scheduled maintenance (which will be planned during off-peak hours with advance notice).
Support Services: Technical support is provided via email, in-app chat, and a support portal. We endeavor to respond to standard issues within [24 hours] and critical issues within [2 hours] during support hours.
Updates and Changes: Updates, features, and bug fixes are generally included at no additional cost as part of your subscription.
Data Backups: Fit-C keeps regular backups. We may assist with recovery from recent backups for accidental loss, but cannot guarantee full restoration.
Disclaimer: The service is provided “as is.” We cannot warrant third-party services (like Zoom API or email delivery) integrated into the platform.

8.Responsibility for Workout Plans, Training Practices, and Health Guidance

The Centre expressly acknowledges that all fitness training activities, workout programs, dietary plans, and health-related guidance delivered to Users are devised and administered either by the Centre directly or by Trainers employed or affiliated with the Centre. Fit-C plays no role in the development, customization, approval, or monitoring of such content.

Accordingly, Fit-C shall not be held liable for: injuries, health complications, misinformation, errors, or negligence in training or diet planning. Any dispute arising from training is exclusively between the User, the Centre, and/or the Trainer.

The Centre warrants that it shall ensure all associated Trainers: possess valid qualifications, conduct themselves professionally, and disclose known risks. The Centre agrees to fully indemnify, defend, and hold harmless Fit-C from any resulting claims or legal costs.

9.AI Chatbot and Event Marketplace Disclaimers

All AI-generated recommendations are general in nature, algorithm-driven, and not clinically supervised. The Centre remains solely responsible for validating and ensuring the appropriateness of any automated communication or recommendations that reach Users.

Regarding the Event Marketplace, Fit-C is only a listing feature. Fit-C does not vet event content, guarantee attendance, or assume responsibility for injuries, misconduct, or cancellations. The Centre acknowledges that event quality, compliance, and safety are fully its own responsibility and agrees to indemnify Fit-C from any related liability.

10.Limitation of Liability

Indirect Damages: Neither party is liable for any indirect, incidental, special, consequential, or punitive damages (including loss of profits, revenue, or data).
Direct Damages Cap: Each party’s aggregate liability for all claims arising from this agreement is limited to the total amount of fees paid (or payable) by you to Fit-C in the 12 months immediately preceding the event giving rise to the claim.
Exceptions to Cap: Limitations do not apply to liability for: fraud, willful misconduct, death or personal injury caused by negligence, your payment obligations, and each party’s indemnification obligations.

This Section is an essential part of the bargain and applies regardless of the success of any exclusive remedy.

11.Disclaimer of Warranties

Fit-C provides the Centre Platform on an “as is” and “as available” basis. To the maximum extent permitted by law, Fit-C specifically disclaims all implied warranties including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the platform will meet your requirements, be uninterrupted or error-free, or that results (like increased retention/revenue) will be accurate or reliable.

12.Indemnification

Centre’s Indemnity: You agree to indemnify, defend, and hold harmless Fit-C from all third-party claims arising from: your breach of these Terms, violation of law, content/data you provide (e.g., copyright infringement), or any dispute between you and a member/trainer.
Fit-C’s Indemnity: Fit-C will indemnify you against any third-party claim that the Centre Platform, as provided by us, infringes a third party’s intellectual property rights. Our options include modifying the service, procuring a license, or terminating and refunding prepaid fees.

13.Term and Termination

Term: Commences on acceptance and continues for the duration of your subscription (e.g., one year). The subscription automatically renews unless either party gives notice of non-renewal at least 3 months before the end of the term.
Termination for Convenience: Either party may terminate for convenience with at least 3 months’ prior written notice. Fees for the remainder of the term are generally non-refundable if you terminate mid-term.
Termination for Cause: Either party may terminate if the other materially breaches these Terms and fails to cure the breach within 30 days after written notice (e.g., non-payment remaining delinquent for 30 days after notice). Immediate suspension may occur for severe security/legality violations.
Effect of Termination: Your right to use the Platform ceases. You should export all your data before the termination date. Fit-C will delete or anonymize personal data after a short retention period (e.g., 90 days) as per the Privacy Policy. Payment obligations, confidentiality, and liability clauses survive termination.

14.Governing Law and Dispute Resolution

Governing Law: These Terms are governed by the laws of India, without regard to conflict of law principles.
Arbitration: Any dispute shall first be attempted to be resolved by negotiation. If unresolved within 30 days, the dispute shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in Hyderabad, India, in the English language, with a sole arbitrator.
Interim Relief: Either party may seek interim or preliminary injunctive relief from a court (e.g., to prevent IP misuse) without waiving the right to arbitrate.
Jurisdiction: The courts located in Hyderabad, Telangana, India, shall have exclusive jurisdiction over any non-arbitrable matters or in aid of arbitration.

15.Miscellaneous Provisions

Force Majeure: Neither party is liable for failure or delay caused by events beyond its reasonable control (e.g., natural disasters, major power outages), except for payment obligations.
Relationship of Parties: We are independent contractors. Neither party has the authority to bind the other.
Assignment: You may not assign your rights or obligations without Fit-C’s prior written consent. Fit-C may assign the agreement to an affiliate or in connection with a merger/acquisition.
Entire Agreement: These Terms (and incorporated documents like the Privacy Policy and Order Forms) constitute the entire agreement, superseding all prior communications.
Severability: If any provision is invalid, the remainder of the Terms shall remain in full force and effect.
Notices: Must be in writing and deemed given when delivered (for personal/courier/email) or after 5 business days (for registered mail). The notice address for you is the one on file.