Terms of Service

Last updated: May 6, 2025

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Thank you for choosing our platform. These Terms of Service (“Terms” or “Agreement”) govern your use of the Gymflow software-as-a-service platform (“Platform” or “Service”). By creating an account or using the Platform, you agree to be bound by theseTerms. If you are using the Platform on behalf of a company or other legal entity (e.g. a gym or fitness studio), you represent that you have authority to bind that entity, and “you” and “your” will refer to that entity. If you do not agree with these Terms, you must not use the Platform.

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Please read this document carefully, as it contains important information about your legal rights, obligations, and remedies.

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1.Definitions

For clarity, some key terms used in these Terms are defined below:

• “Company,” “we,” “us,” or “our” refers to Gymflow, a company registered in the United Kingdom, and its applicable subsidiaries or affiliates as outlined in Section 17.
• “Platform” or “Service” means our software platform and related services provided to you for managing your fitness business, including tools to create/sell memberships and products, manage     payments and subscriptions, conduct email/SMS marketing, handle leads and tasks, and integrate with access control systems.
• “User,” “you,” or “Client” means the business or entity (and its authorized users) that has subscribed to or is using the Platform.
• “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the equity or voting interests of the entity.
• “Authorized User” means an individual (such as your employee or contractor) whom you authorize to use the Platform under your account.
• “Your Data” (or “Client Data”) means any data, content, or information that you or your authorized users upload to or store in the Platform, including personal data of your members or leads.
• “Personal Data” means any information about an identified or identifiable individual, as defined under applicable data protection laws (such as GDPR).
• “Order Form” means any ordering document or online signup page specifying the subscription plan, fees, and any additional terms, which is incorporated into this Agreement by reference.
• “Subscription” means the access plan for the Platform you have chosen (e.g. monthly or annual plan, including any usage limits or features).
• “Fees” means the subscription charges, and any other charges (such as usage-based fees or transaction fees, if applicable), payable by you for use of the Platform.
• “GDPR” refers to the General Data Protection Regulation (EU 2016/679) and, where applicable, the UK Data Protection Act 2018 and UK GDPR. “Data Protection Laws” refers to GDPR and any other applicable data protection or privacy laws (including the California Consumer Privacy Act and Australian Privacy laws).
• “Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement that is either identified as confidential or would reasonably be understood to be confidential given the nature of the information.

Other capitalized terms may be defined elsewhere in this Agreement. For ease of reading, headings and section titles are for reference only and do not affect interpretation.

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2.Accounts and Eligibility

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2.1 Account Registration: To use the Platform, you must create an account and provide accurate, current, and complete information about your business. You are responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account.You must promptly notify us of any unauthorized use of your account or security breach. We are not liable for any loss or damage arising from your failure to keep your account secure.

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2.2 Eligibility Requirements: The Platform is a business-to-business (B2B) service intended for use by fitness businesses (such as gyms, fitness studios, etc.). You represent that you are a business entity or sole proprietor, and not an individual consumer for personal use. You and your authorized users must be at least 18 years old (or the age of majority in your jurisdiction) to register an account. You may not use the Platform if you are barred from doing so under the laws of any applicable jurisdiction or if you have been previously suspended or removed from the Platform by us.

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2.3 Authority and Business Use: If you are entering into thisAgreement on behalf of a company or organization, you warrant that you have the authority to bind that entity. You will use the Platform only for internal business purposes in the fitness/wellness industry (for example, managing yourgym or studio operations) and not for personal, household, or consumer purposes. You are responsible for ensuring that all Authorized Users using your account comply with these Terms.

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3.Services and License Grant

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3.1 Services Description: Our Platform provides an all-in-one solution for fitness businesses to manage their operations. Features include the ability to create and sell membership plans and products, process and manage member payments and subscriptions, send communications via integrated email/SMS marketing tools, track leads and tasks, and integrate with compatible access control systems for member check-in and facility entry. We may update or enhance the features of the Platform from time to time. We will use reasonable efforts to inform you of material changes to features or functionality.

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3.2 License to Use Platform: Subject to your compliance with these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use thePlatform during your Subscription term, solely for your legitimate business purposes. All rights not expressly granted to you are reserved by us and our licensors. You may permit your Authorized Users to use the Platform, provided that you ensure each such person abides by these Terms. You are responsible for the actions of all individuals who use the Platform under your account.

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3.3 Software and Updates: The Platform may include web-based or mobile software applications. You may need to download updates or new versions of such software that we release in order to continue using thePlatform. We grant you a limited license to download and use any such software solely in connection with your authorized use of the Service. You agree that we may deploy updates, bug fixes, or patches to the Platform at our discretion, and in some cases software updates may be automatic.

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3.4 Third-Party Services andIntegrations:The Platform may integrate with or enable access to third-party services or hardware (for example, payment processors, email/SMS gateways, or access control systems). Any use of third-party services or products is at your own risk and subject to the terms and policies of those third parties, which you are responsible for reviewing. We do not warrant or assume liability for third-party services. For example, if you choose to integrate a third-party payment gateway, that gateway’s terms (and fees) will apply to payment processing; we are not a party to transactions between you and your customers and are not responsible for payment processing issues or fees charged by the third-party. Similarly, we are not responsible for the operation or malfunction of third-party access control hardware or any other external system you connect to the Platform. We may, at our discretion, remove or modify third-party integrations to comply with law or improve the Service.

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3.5 Trial or Beta Services: If we offer any free trial, beta features, or evaluation access to the Platform, such use is only for you to evaluate the Service and is subject to these Terms. We provide trial or beta features “as is” without any warranties or commitments. We may end any trial or beta access at any time. During a trial, you may cancel at any time. If you do not begin a paid Subscription before the trial ends, your access may be terminated and any data you entered during the trial may be deleted (we will attempt to warn you beforehand).

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4.Acceptable Use and User Obligations

You agree to use the Platform in accordance with the following rules and responsibilities:

• 4.1 Compliance with Laws: You and your Authorized Users must use the Platform in compliance with all applicable laws and regulations. This includes, but is not limited to, laws relating to data privacy, data protection, spam and electronic marketing, intellectual property, consumer protection, and financial regulations. You are responsible for ensuring that your use of the Service (and the content you manage or communications you send through it) complies with all applicable laws.
• 4.2 Prohibited Activities: You shall not do (or attempt to do) any of the following:
  • Illegal or Harmful Use: Use the Platform for any      unlawful, fraudulent, or malicious activities, or in any manner that      infringes the rights of others or could damage, disable, or impair our      systems. For example, you must not use the Service to stalk, harass, or defame any individual, or to distribute malware or other harmful code.
  • Unauthorized Access: Probe, scan, or test the vulnerability of any system or network of the Platform, circumvent or breach any security or authentication measures, or access or use the Service or related systems beyond the permissions granted under your account. You must not attempt to gain unauthorized access to other      customers’ data or to parts of the Service to which you have not been granted access.
  • Interference: Interfere with or disrupt the integrity or performance of the Platform. This means you cannot launch any form of automated denial-of-service attack, inject spam, or otherwise interfere with other users’ use of the Service.
  • Misuse of Communication Tools: Use the email/SMS marketing tools to send unsolicited bulk messages in violation of applicable spam laws or send any content that is offensive, abusive, or violates any law. You are required to obtain appropriate consent from your members or contacts before sending them marketing communications via the Platform, and you must provide an opt-out/unsubscribe mechanism as required by law. You agree that you (and not us) are the “sender” of any communications you initiate through the Platform for purposes of laws like GDPR, CAN-SPAM, CASL, or PECR.
  • Data Violations: Upload, transmit, or store any data on the Platform that is illegal, harmful, or that contains personally identifiable information or sensitive data in violation of privacy laws. In particular, you should not upload any special categories of personal data (such as health or medical information about your members) unless you have obtained all necessary consents and it is lawful to do so. You are solely responsible for the accuracy and legality of Your Data and for ensuring you have the right to use and process al data you input into the Service.
  • Intellectual Property Infringement: Use the Platform to upload or share content that infringes any third-party’s intellectual property or proprietary rights. For example, do not upload copyrighted materials (images, text, etc.) or software to the Platform unless you have permission or it’s otherwise lawful.
  • Reverse Engineering: Copy, modify, distribute, decompile, or reverse engineer any part of the Platform or our software except as permitted by law. You shall not remove any proprietary notices or labels on the Platform.
  • Sharing Account: Allow anyone other than your Authorized Users to access the Platform using your account credentials, or resell, sublicense, or otherwise provide unauthorized third parties with access to the Service. Each user should have their own login; sharing logins among multiple individuals is discouraged for security reasons.
  • Exceeding Usage Limits: Use the Platform in a way that exceeds any applicable quotas or usage limits set out in your plan (for example, sending excessive volumes of emails or SMS beyond what is allowed, or using storage/bandwidth significantly beyond the normal usage of a client in your plan) without our prior consent. If your usage exceeds normal levels, we reserve the right to require an upgrade or restrict your usage to protect the service for others.
 
• 4.3 Platform Restrictions: You shall use the Platform only for its intended purpose of managing your fitness business operations. You must not use it to build or support a product or service that is competitive with our Platform, and you must not attempt to access our underlying source code or confidential algorithms. If we provide you with API access or integration capabilities, such use must comply with any API terms and our guidance, and we may revoke or limit API access for abuse or security reasons.
• 4.4 Violations and Enforcement: We reserve the right (but have no obligation) to review any activity or content on the Platform for compliance with these Terms. If we determine (at our sole discretion) that you or any Authorized User has violated Section 4 or any other provision of these Terms, we may take action to enforce the Terms. This can include suspending or terminating your account or specific functionalities, removing or disabling access to certain content, and/or cooperating with law enforcement in case of unlawful conduct. We will endeavor to notify you of any suspension or termination and provide the reason, unless legally prohibited from doing so.

5.Data Protection and Privacy

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5.1 Compliance with DataProtection Laws:Both you and the Company agree to comply with all applicable Data ProtectionLaws in relation to personal data processed under this Agreement. In the context of any personal data of your end-users (such as your gym members, customers, or leads) that you upload to the Platform, you are the “DataController” (or equivalent term under relevant law) and the Company is a “DataProcessor” processing that data on your behalf. This means you determine the purposes and means of processing such personal data, and we act on your instructions to provide the Service. You are responsible for ensuring that you have all necessary appropriate consents and notices in place to enable the lawful transfer of personal data to the Platform and for us to process that data for providing the Service. You have sole responsibility for the legality, reliability, integrity, accuracy, and quality of Your Data, including personal data.

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‍5.2 Our Processing of PersonalData: When we process personal data on your behalf as a Data Processor, we will:

• Only process that personal data on your documented instructions, as conveyed through these Terms and your use of the Platform, except where otherwise required by law. In such case, we will inform you (unless legally prohibited).
• Implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration, or disclosure. This includes measures such as encryption in transit, access controls, regular security assessments, and personnel training in data protection.
• Ensure that our personnel who access personal data are subject to confidentiality obligations.
• Assist you, taking into account the nature of our processing and the information available to us, with fulfilling your obligations under data protection laws – for example, helping you respond to any requests from individuals to exercise their rights (such as access or deletion requests) or cooperating with you in carrying out data protection impact assessments or consultations with supervisory authorities, if required.
• Upon termination of your account or upon your request, delete or return the personal data we process on your behalf, except to the extent we are required by law to retain it or for routine backup archival purposes (in which case we will protect it and delete in accordance with our retention policies).
• Make available to you information necessary to demonstrate our compliance with these data processing obligations and allow for and contribute to reasonable audits or inspections (for example, by providing security documentation or certifications), provided that such audits do not violate other customers’ privacy or our security measures.

5.3 Data Processing Addendum: To the extent required by GDPR or other Data Protection Laws, a separate Data Processing Addendum (DPA)describing these roles and obligations in more detail is hereby incorporated into this Agreement by reference. If not already executed, at your request we are willing to sign a DPA with you that meets the requirements of applicable law. Our Privacy Policy further describes how we handle personal data generally, and by using the Platform, you confirm that you have read and understood our Privacy Policy.

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5.4 International DataTransfers: You acknowledge that the Platform may be provided using infrastructure located in various countries, including outside of the UK or European Economic Area (EEA).We will ensure that any transfer of personal data from the UK/EEA to a country not deemed to have adequate data protection by relevant authorities is governed by appropriate safeguards, such as Standard Contractual Clauses approved by theEU/UK, or other equivalent measures in compliance with GDPR. By using thePlatform, you authorize us to transfer and process personal data globally as needed to provide the Service, in accordance with this Section.

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5.5 Your Privacy Obligations: You are responsible for providing any required privacy notices to individuals (such as your members or leads) whose personal data you input into the Platform, and for obtaining any necessary consents or authorizations for the processing of such data by thePlatform. For example, if you upload your members’ contact details to send marketing emails/SMS, you must have proper consent to do so. You must not use the Platform to collect or disclose personal data in a manner that violatesData Protection Laws. If you integrate any third-party tools with the Platform(e.g. a CRM or mailing service) and personal data is shared, you are responsible for ensuring compliance of that data flow with applicable laws. In the event we receive any complaint or inquiry from an individual or regulator regarding personal data in your account, we will, where appropriate, promptly notify you and consult with you on how to respond. You agree to cooperate with us in good faith to resolve any such matters and to indemnify us for losses arising from your failure to comply with data protection obligations as provided in Section 13 (Indemnification).

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5.6 Data Security Incident: In the event we become aware of a confirmed personal data breach (as defined by GDPR) affecting YourData, we will notify you without undue delay and provide you with information we have about the nature and scope of the breach, the data impacted, and any measures we have taken or plan to take to address it. We will promptly take reasonable steps to contain, investigate, and remediate the incident. You are responsible for notifying the affected individuals or any relevant supervisory authority of the breach, if required by law. We will cooperate with your reasonable requests for further information and assist as needed to meet your breach notification obligations. Our notification of or cooperation in response to a security incident is not an acknowledgment of fault or liability for the incident.

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5.7 Data Storage and Backups: We will store Your Data on secure servers and routinely back up data to prevent loss. However, you are responsible for maintaining your own backups of your data and export any data you need from the Platform. While we strive to prevent data loss, we are not liable for any accidental loss or corruption of data, except as may be caused by our negligence or willful misconduct, and subject to the limitations of liability in this Agreement. If you become aware of any unauthorized access to your account or data, you must notify us immediately so we can assist in mitigating the issue.

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5.8 Cardholder Data and PaymentInformation: If you use the Platform to process payment transactions, you may be entering sensitive payment card information of your members or customers. We do not store full payment card details on our systems (payment data may be handled by integrated third-party payment processors). To the extent you or your staff handle credit card information in connection with using the Service, you are solely responsible for complying with the Payment Card Industry Data SecurityStandards (PCI-DSS) and any liability arising from improper handling of cardholder data. We will ensure that any part of the Service under our control that processes credit card data is PCI-DSS compliant, and we will use tokenization or other methods to secure payment data. You agree not to attempt to store credit card numbers or security codes in any free-text fields of thePlatform that are not specifically designed for secure payment data storage.

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6.Fees, Payment Terms, and Refund Policy

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6.1 Subscription Fees: You agree to pay the Fees for the Subscription plan you select, as specified in your Order Form or pricing page. Subscription Fees may be billed in advance on a recurring basis (e.g.monthly or annually). Unless otherwise stated, fees are quoted and payable in your local currency and do not include taxes (such as VAT, GST, sales tax).You are responsible for any applicable taxes, duties, or similar charges, except taxes on our income. If we have the legal obligation to pay or collect taxes for which you are responsible (e.g. VAT reverse charge, or sales tax in certain jurisdictions), we will add that amount to your billing and you agree to pay it.

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6.2 Billing and Payment: You must provide a valid payment method (such as a credit card or approved payment account) and authorize us to charge it for all Fees due. If you are on a recurring subscription, you authorize us to charge your provided payment method automatically on the first day of each billing cycle for the applicableFees. If your payment method is credit card or direct debit, we may charge it on or after the invoice date. If your payment method is invoice (available only to qualified clients, at our discretion), payments are due within 30 days from the invoice date unless otherwise specified. All fees must be paid in the currency and via the method specified by us.

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6.3 Late Payments: If we do not receive payment on time, we reserve the right to suspend or terminate your access to the Platform after providing a notice and a reasonable grace period (e.g. 30 days past due).Late payments may accrue interest at the rate of 1.5% per month (or the highest rate allowed by law, if lower) from the due date until paid. You will be responsible for any costs of collection (such as legal fees) incurred by us in pursuing overdue amounts. If your account is suspended for non-payment, we may charge a reactivation fee to restore service. We will give you at least 7 days’ prior notice (e.g. via email) before suspension for non-payment, providing an opportunity to cure the delinquency.

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6.4 Changes in Fees: We may change our Fees and/or introduce new charges for additional features or services with at least 30 days’ notice to you (for example, by email or via an in-app notification). Fee changes will take effect at the start of your next subscription term (e.g. the next month or year), so you have the opportunity to cancel your Subscription before new fees apply if you do not agree to them. If you have prepaid for a term, fee changes will not apply until the term expires and is renewed.

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6.5 Upgrades and Downgrades: If you upgrade yourSubscription plan or add new paid features, any incremental Fees will be prorated for the remainder of the current billing period, charged to your payment method, and then charged in full in subsequent billing periods. If you downgrade your plan, the change will take effect from the next billing cycle(we do not provide prorated refunds for downgrades in the middle of a billing period). Downgrading may result in loss of features or capacity—ensure you backup any data or adjust usage to fit the new plan’s limits.

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6.6 Refunds: In general, all Fees are non-refundable. This means that if you cancel in the middle of a billing period, you will not receive a refund for that period’s remaining days.Similarly, setup fees or other one-time charges (if any) are non-refundable once the service has been provided. The Platform is provided on a pay-as-you-go or prepaid basis, and you can terminate at any time as described in Section 12, but you will still be responsible for any charges already incurred. Exception:If we materially breach these Terms and you terminate the Agreement as a result of our uncured breach, or if we permanently discontinue the Platform in it's entirety, we will refund any prepaid Fees covering the unused portion of yourSubscription on a pro rata basis. We may also provide refunds or credits at our sole discretion in extenuating circumstances (for example, if a long outage prevents you from using the Service for a significant time, we might issue a credit for that period).

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6.7 Free Tier or Promotions: If you are on a free plan or using a promotional offer, we reserve the right to terminate it (or convert you to a paid plan upon notice) if we determine that you do not meet the eligibility criteria or if the free plan/offer is misused. Any free trial period will be specified in the offer terms; once a trial ends, you will be charged unless you cancel in time. Only one free trial per customer is allowed, unless otherwise stated.

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6.8 Disputed Charges: If you believe we have billed you incorrectly, you must contact us in writing (e.g. via email to our billing support) within 30 days of the invoice or charge date, providing details of the issue. We will investigate and, if the charge was in error, we will correct the invoice or issue a refund. Undisputed amounts must still be paid on time. Neither party will exercise any set-off rights by deducting contested amounts from an invoice without the other party’s prior written consent.

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6.9 Taxes and Withholding: All payments by you to us shall be made in full, without any withholding or deduction for taxes. If any deduction or withholding is required by law (for example, withholding tax), you must notify us and will cooperate to furnish us with tax receipts or other documentation evidencing payment so that we can claim tax credits or refunds.If a direct pay arrangement or tax exemption exists, you shall provide appropriate documentation.

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7.Platform Payment Processing and Merchant Liability

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In jurisdictions where Gymflow(or one of its affiliates) is the Merchant of Record for transactions processed through the Platform, the following terms apply:

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7.1 Liability for NegativeBalances, Refunds, and Chargebacks:
You agree that your business and all individuals with ownership or control over your account (collectively, “Responsible Parties”) are jointly and severally liable for any negative balances, refunds, chargebacks, or other amounts owed to us arising from transactions conducted on your behalf through thePlatform. This includes, but is not limited to, amounts resulting from customer disputes, fraudulent transactions, or undelivered services. You authorize us to deduct such amounts from your payouts or to invoice you directly, and you agree to pay such invoices promptly upon receipt.

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7.2 No Charges for UndeliverableServices:
You represent and warrant that you will not knowingly charge customers for services that you cannot or do not intend to deliver (including in anticipation of business closure). You agree to promptly notify us if you become aware of any inability to fulfil services already sold through the Platform, and to cease billing affected customers.

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7.3 Business ClosureNotification:
In the event that your business intends to cease operations (temporarily or permanently), you must notify us at least seven (7) days in advance to allow us to suspend customer billing and mitigate downstream financial exposure. Failure to provide such notice may result in increased liability for chargebacks, which you and the Responsible Parties agree to cover.

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7.4 Personal Liability ofBusiness Owners:
In the event that the business entity becomes insolvent, dissolves, or otherwise ceases to operate, you acknowledge and agree that the individuals listed as business owners or authorized representatives on your Gymflow account shall be personally liable for all amounts owed to us under this clause, regardless of whether such individuals attempt to shield liability through corporate structure or limited liability status. This clause survives the termination of this Agreement.

8. Intellectual Property Rights

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8.1 OurIntellectual Property: We (and our licensors, where applicable) retain all right, title, and interest in and to the Platform, including all software, code, databases, algorithms, designs, user interfaces, know-how, and other technology or materials underlying or comprising the Service, as well as all trademarks, logos, and branding associated with our company and products. All such materials are protected by intellectual property laws. Nothing in these Terms transfers any ownership of our intellectual property to you. You are only granted the limited rights to use the Platform as explicitly set forth in theseTerms. You must not remove or obscure any copyright, trademark, or proprietary rights notices on the Platform. If you provide any feedback, suggestions, or ideas about the Platform to us, you agree that we may use and implement them without any obligation or compensation to you, and you hereby grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate any such feedback into our products or services.

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8.2 Your Intellectual Property and Data: As between you and us, you retain all rights and ownership in Your Data and in any content or materials you provide to us(for example, your business name, logos, and trademarks, or any text, images, or other materials you input into the Platform). By using the Platform and uploading Your Data, you grant us a non-exclusive, worldwide, royalty-free license to host, reproduce, process, transmit, and otherwise use Your Data as necessary to provide the Service and to fulfill our obligations under thisAgreement. This license also extends to any trusted third-party service providers or sub processors we use to operate the Platform (for example, our cloud hosting providers), strictly for the purpose of providing the Service. We will not use or disclose Your Data except as necessary to provide the Service, as permitted by these Terms, as described in our Privacy Policy, or as required by law.

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8.3 Data Aggregation and Anonymized Data: We may aggregate or anonymize data derived from your use of the Platform (for example, usage metrics, trends, or performance stats) such that it does not identify you or any individual. The aggregated and anonymized data will not contain any personal data or confidential information. We shall own all rights to such aggregated/anonymized data and may use it for lawful purposes such as improving our services, analytics, marketing, or publishing industry trends. This use will not reveal your identity or any private data.

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8.4 Your Marks: You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to your standard trademark usage guidelines you provide to us. We will cease such use upon your written request to suppor@gymflow.io given a reasonable time to stop the use. Apart from this, neither party shall use the other party’s trademarks or logos without prior written consent.

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8.5 Third-PartyMaterials: The Platform may include open-source components or third-party software libraries. All such components are the property of their respective owners and are licensed to us for use in the Platform. We will provide attributions or license terms for any open-source software included, as required. Your use of the Platform is subject to any applicable terms of such third-party software(though the scope of your use of those components is only as integrated in ourService). Additionally, content provided by third parties (such as maps, integration connectors, etc.) remain the intellectual property of those third parties and are subject to their license terms.

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9. Confidentiality

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9.1 ConfidentialInformation Definition: During the course of our relationship, either party(“Disclosing Party”) may share Confidential Information with the other party(“Receiving Party”). Confidential Information includes any non-public or proprietary information, in any form, that is disclosed or made available under this Agreement and that is either designated as confidential or that a reasonable person should understand is confidential given the nature of the information and circumstances of disclosure. For the avoidance of doubt, YourData (including personal data of your members) is your Confidential Information, and any non-public aspects of the Platform (such as source code, pricing information for non-public plans, product roadmaps, or security protocols) are our Confidential Information. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation; (b) was independently developed by theReceiving Party without use of or reference to the Disclosing Party’sConfidential Information; (c) is received from a third party who, to theReceiving Party’s knowledge, did not violate confidentiality obligations; or(d) was already in the Receiving Party’s possession without obligation of confidentiality prior to disclosure.

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9.2 Confidentiality Obligations: The Receiving Party agrees to use the Disclosing Party’sConfidential Information solely for the purpose of fulfilling its obligations or exercising its rights under this Agreement, and not for any other purpose.The Receiving Party shall not disclose the Disclosing Party’s ConfidentialInformation to any third party, except to its own employees, agents, or contractors who need to know the information for the purposes of thisAgreement and who are bound by confidentiality obligations at least as protective as those in these Terms. The Receiving Party will protect theDisclosing Party’s Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, and at minimum by using reasonable care.

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9.3 PermittedDisclosure: If the Receiving Party is required by law, regulation, or legal process(such as a court order or governmental demand) to disclose ConfidentialInformation, it may do so, provided that it (if legally permissible) gives prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other appropriate remedy. The Receiving Party will disclose only that portion of Confidential Information legally required and will use reasonable efforts to ensure the information remains confidential (for example, by requesting the court seal the records).

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9.4 Return orDestruction: Upon termination of this Agreement or upon the Disclosing Party’s request, the Receiving Party will return or destroy (at the Disclosing Party’s choice) all Confidential Information of the Disclosing Party in its possession or control, and certify in writing that it has done so, except to the extent that retention is required by law or if the Confidential Information is stored in routine electronic backups that cannot be easily isolated (in which case the Receiving Party will continue to protect such information and destroy it in the ordinary course of its records retention schedule).

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9.5 Confidentiality of Terms; Non-Disclosure: The terms and conditions of this Agreement (including pricing) are Confidential Information of the Company.You agree not to disclose these terms to any third party without our prior written consent, except that you may disclose the terms to your professional advisors or as required by law. We will not publicly announce our relationship with you (for example, in a press release) without your prior consent, except that we may include your name and logo in a list of customers as per Section 8.4.

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9.6 No License: Except for the limited rights to use Confidential Information as described in this Section, no rights or licenses to a party’s intellectual property are given by the other party’s disclosure of Confidential Information.

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10. Support and Service Level Commitment

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10.1 TechnicalSupport:We will provide standard customer support for the Platform at no additional charge (unless otherwise specified in your plan or Order Form for premium support services). Our support team can be reached through support@gymflow.io or the support portal, and is available “Monday to Friday, 7 am to 7 pm GMT”.We will use commercially reasonable efforts to respond to support inquiries within one business day and to resolve issues in a timely manner. While we strive to be responsive, we do not guarantee any specific resolution time, unless you have a separate support service level agreement (SLA) with us.

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10.2 ServiceAvailability: We aim to keep the Platform operational and available to you 24/7with a target uptime of at least 99.9% per calendar month, excluding scheduled maintenance windows and causes beyond our control. However, we do not guarantee that the Service will be uninterrupted or error-free at all times. There may be occasional downtime for maintenance, updates, or unforeseen technical issues.We will endeavor to schedule planned maintenance during low-usage periods and, when feasible, to give you advance notice (via email or an in-app notification)of any significant scheduled downtime.

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10.3 Service LevelCredits:If we offer an uptime guarantee or SLA and the Service availability falls below the promised level, you may be eligible for a service credit as described in the specific SLA documentation (if applicable to your plan). Any such credit will be your sole and exclusive remedy for the downtime in question. We must receive your written request for a credit (with details of the incident) within30 days of the outage. We will review and, if we confirm the downtime was our fault and below our SLA threshold, we will apply the credit to your account. No credits will be issued for outages or service degradation resulting from Exclusions(defined below).

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10.4 Exclusions: Our uptime commitment does not include unavailability due to:

• ‍Scheduled maintenance (which we will do our best to perform during off-peak hours)‍
• Emergency maintenance or unavailability required to patch critical security vulnerabilities
• ‍ForceMajeure events (as defined in Section 18.5)
• Internet or third-party network issues outside our reasonable control (e.g. major internet backbone disruptions, DNS issues, or issues with your ISP‍
• Customer-caused downtime or errors, such as configuration mistakes, scripts or integrations running on your side that disrupt service, or misuse of the API
• ‍Third-party services or integrations that are not operated by us (e.g. if a payment gateway or access control system fails, that is outside our SLA)
• ‍Suspension or termination of your account by us in accordance with this Agreement(e.g. due to non-payment or violation of Terms).

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10.5 PerformanceDisclaimer: You acknowledge that the internet is not a fully reliable medium, andthe availability of the Service may be subject to limitations, delays, andother problems inherent in internet connectivity. While we strive for very highavailability, we make no guarantees that the Platform will be available at alltimes. Accordingly, except

for any service credits explicitly promised in anSLA, the Service is provided on an “as available” basis and we shall not beliable for any unavailability or performance degradation of the Platform,subject to the limitations in Section 11.

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10.6 Updates andFunctional Changes: We reserve the right to make updates, upgrades,modifications, or improvements to the Platform from time to time. These mayinclude adding or removing features or functionality. We will ensure that anysuch changes do not materially reduce the core functionality of the Servicethat you rely on (except in the case of discontinuing a feature that posessecurity or legal issues, or replacing it with a better alternative). In theunlikely event we discontinue a core feature, we will provide advance notice andattempt to work with you to mitigate the impact (for example, by providing dataexport or an alternative solution).

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10.7 SupportLimitations: Our support covers general usage questions, guidance on features, andtroubleshooting of issues related to the Platform. It does not include in-depthtraining, consulting, or performing tasks on your behalf (though we may offerprofessional services separately if you need data migration, customconfiguration, or training workshops). We also cannot provide support forissues caused by third-party systems, networks, or customizations not providedby us. In such cases, we may direct you to resources or the third-party’ssupport.

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10.8 CustomerCooperation: In order for us to provide effective support, you agree to providereasonable assistance, information, and cooperation as we may request,including providing details about issues, screenshots or error logs, and accessto your account (if needed and subject to appropriate security). If an issue isresolved in a software update, you agree to upgrade to the latest version orapply patches we provide to address the issue.

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11.Disclaimers of Warranties

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11.1 No Implied Warranties: Except as expressly set out in these Terms, the Platform and all related services are provided “as is” and“as available” to the fullest extent permitted by law. We and our affiliates, suppliers, and partners expressly disclaim all warranties, whether express, implied, or statutory, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant tha tthe Platform will meet all of your requirements, or that the operation of theService will be uninterrupted, virus-free or error-free, or that all defects will be corrected.

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11.2 No Guarantee of Results: You understand that thePlatform is a tool to assist in managing your fitness business, but you remain responsible for your business’s performance and compliance. We make no guarantee that using the Platform will increase your revenues, membership numbers, or achieve any particular business outcomes. Any testimonials or case studies we provide are for illustrative purposes only and do not constitute a warranty or guarantee.

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11.3 Beta and Trial Services: Any features marked as “Beta,”“Preview,” or provided under a free trial are offered as-is and without any warranties or commitments whatsoever. Such features may be unsupported or may change at any time. We will not be liable for any issues arising out of beta or trial features – use them at your own risk and discretion.

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11.4 No Legal or ProfessionalAdvice: We are not providing you with legal, accounting, health, or other professional advice. While the Platform may include features to assist with compliance(e.g. templates for waivers or automated emails for membership renewals) or may allow you to input health-related notes for clients, these are for convenience and should not be relied upon as compliant or sufficient for your legal obligations. You should seek independent professional advice to ensure your use of the Platform and your business practices are compliant with all laws and suitable for your specific needs.

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11.5 Consumer Law: We do not exclude or limit any warranty or liability that cannot be excluded under law. If you are deemed a“consumer” under certain laws (such as the Australian Consumer Law or other consumer protection statutes) with respect to the Service, you may have statutory rights that cannot be excluded. In such event, to the extent permitted by law, our liability for breach of any implied warranty or condition that cannot be excluded is limited (at our option) to supplying the services again or paying the cost of having the services supplied again.

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12.Limitation of Liability

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12.1 Indirect Damages: To the maximum extent permitted by law, in no event will the Company or its directors, officers, employees, agents, affiliates, or licensors be liable to you or any third party for any indirect, incidental, special, consequential, or punitive damages whatsoever arising out of or in connection with this Agreement or your use of(or inability to use) the Platform. This exclusion includes, without limitation, damages for lost profits or revenues, loss of goodwill, lost business opportunities, loss or corruption of data, business interruption, or procurement of substitute services, even if we have been advised of the possibility of such damages or if such damages are foreseeable.

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12.2 Liability Cap: Our total aggregate liability for any and all claims arising under or related to this Agreement or the use of the Platform, whether in contract, tort (including negligence),or any other theory of liability, is limited to the total amount of Fees you paid us in the twelve (12) months immediately preceding the event giving rise to the claim. If the claim occurs in your first 12 months of using thePlatform, our liability will be limited to an amount equal to the average monthly Fee paid up to the time of the event, multiplied by twelve. Where you are on a free plan, our total liability shall not exceed GBP £100.

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12.3 Scope of Limitations: The limitations in this Section11 apply regardless of the success or failure of any other remedy and shall apply to the fullest extent permitted by applicable law. Each provision of thisAgreement that provides for a limitation of liability, disclaimer of warranty, or exclusion of damages is intended to allocate the risks of the Agreement between the parties, reflected in the Fees charged. You acknowledge that we would not have provided the Service to you without such disclaimers and limitations.

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12.4 Exceptions: Nothing in these Terms shall limit or exclude liability for: (a) death or personal injury caused by a party’s negligence or willful misconduct; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded by law. Additionally, the above limitations may not apply to you to the extent prohibited by applicable law – for example, some jurisdictions do not allow the exclusion of certain warranties or the limitation/exclusion of liability for incidental or consequential damages. In such jurisdictions, our liability will be limited to the greatest extent permitted by law.

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12.5 Australian Users: If you are in Australia and deemed a consumer under the Australian Consumer Law, our services come with guarantees that cannot be excluded under that law. However, to the extent we are allowed to limit our liability for a breach of such a guarantee, and the breach is not a major failure, our liability is limited, at our option, tore-supplying the services to you or paying the cost of having the services re-supplied.

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12.6 Release for Third-PartyClaims Between Client and End-Users: You acknowledge that the Platform enables you to manage relationships and transactions with your own customers (e.g. gym members, clients purchasing memberships or classes from you). We are not a party to any agreements you have with your end-users or members, and we do not mediate any disputes between you and them. Therefore, to the fullest extent permitted bylaw, you release us from any claims or liability arising from your relationships with or obligations to your end-users. For example, we will not be liable for any claims arising from injuries at your gym, payment disputes between you and a member, or any breach of contract or law by you in your dealings with your customers. We expressly disclaim any liability related to or arising from the contracts or terms you have with your end-users.

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13.Indemnification

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13.1 Your Indemnity to Us: You agree to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents (collectively, the “CompanyParties”) from and against any and all third-party claims, demands, suits, or proceedings, and all related liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your or your Authorized Users’ breach of these Terms or violation of applicable law; (b) any data or content you (or your users)submit, store, or transmit through the Platform (including Your Data), and any alleged infringement of third-party rights (including intellectual property or privacy rights) by such data/content when used as permitted by you; c) your use of the Platform in violation of Section 4 (Acceptable Use) or other improper or illegal usage, including any use of the email/SMS tools to send messages without proper consent or otherwise in violation of spam/marketing laws; (d) your relationships or contracts with end-users (for example, claims by your members against the Company related to fees, refunds, services, or data incidents that you are responsible for)glofox.com; or (e) any dispute between you and any third party (including any provider of goods or services to you, or any of your own clients or members).

In plain terms, if a third party(including a customer of yours or a government agency) brings a claim against us because of something you did (or failed to do) in violation of these Terms or the law, or due to your business operations, you will pay for our defense and any resulting liability.

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13.2 Indemnification Procedure: We will promptly notify you of any claim subject to the above indemnification, though a delay in notification will not relieve you of your obligations except to the extent you are materially prejudiced by that delay. You may choose legal counsel to defend the claim, subject to our approval of that counsel (not to be unreasonably withheld). We reserve the right to participate in the defense with our own counsel at our own expense, and to reasonably cooperate in the defense. You may not settle any claim without our prior written consent if the settlement imposes any liability or admission on the Company or if it does not include a full release of the Company Parties. If you fail to promptly assume the defense of the claim, we may do so and recover the costs from you.

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13.3 Company Indemnity(Intellectual Property): We agree to defend you, the Client, against any third-party claim that the Platform, as provided by us and used in accordance with this Agreement, directly infringes a valid patent, copyright, or trademark, or misappropriates a third party’s trade secrets, under the laws of jurisdictions where you are using the Platform. We will indemnify you against any damages finally awarded(or agreed to in settlement) for such claims. This obligation is subject to:(a) you notifying us promptly of the claim; (b) we having sole control of the defense and settlement of the claim (provided no settlement can admit fault or require payment from you without your consent); and c) you providing all reasonable cooperation in the defense at our expense. Exclusions: We will have no liability for any claim to the extent it arises from: (i) your ora third party’s modification of the Platform, if the claim would have been avoided by using the unmodified Platform; (ii) your combination of the Platform with other products, services, or data not furnished by us (such as third-partyadd-ons) if the claim would not have arisen but for that combination; or (iii)your use of the Platform in a manner that violates this Agreement or the law. Remedies:If the Platform becomes, or in our opinion is likely to become, the subject ofan infringement claim, we may, at our option: (x) obtain the right for you to continue using the Platform; (y) modify or replace the affected component to make it non-infringing while preserving substantially equivalent functionality; or (z) if (x) and (y) are not commercially feasible, terminate your use of the affected Service and refund any prepaid fees for the terminated portion of theSubscription. This Section states your sole and exclusive remedy for any intellectual property infringement or misappropriation by the Service.

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14.Term and Termination

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14.1 Term of Agreement: This Agreement commences on the date you first accept it (e.g. by clicking “I agree” or by signing an OrderForm or by using the Platform) and continues until terminated in accordance with this Section. Your Subscription term (e.g. monthly, annual, or multi-year) is set forth in your Order Form or selection at sign-up. Except as otherwise specified, Subscriptions will automatically renew for additional periods equal to the expiring term (e.g. month-to-month or year-to-year) unless either party gives the other notice of non-renewal at least 30 days before the end of the then-current term (or, if the term is monthly, at least 5 days before the end of the month). We may send a reminder prior to renewal, but it is your responsibility to monitor your term and give timely notice if you decide not to renew.

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14.2 Termination by You: You may terminate thisAgreement or cancel your Subscription for convenience at any time by providing us notice in writing (or via the account settings where this feature is supported). If you terminate in the middle of a subscription period, the termination will take effect at the end of your current paid term, and you will not be charged for subsequent periods. (For example, if you cancel a monthly plan on the 15th, you can continue to use the Service until the end of that billing month, but you will not be refunded the remaining days of the month.) If you wish to terminate effective immediately, you may do so, but no refund will be provided for the remaining unused time in the period, except as required by law or explicitly provided in these Terms.

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14.3 Termination or Suspension by Us: We may suspend or terminate your account and this Agreement (or alternatively, just your access to the affected part of the Service) for the following reasons:

• For Cause (Breach): If you materially breach     these Terms (including failure to pay Fees when due or violation of the     Acceptable Use policy in Section 4) and such breach is not cured within 10     days after we provide notice of the breach (or immediately if the breach     is incapable of cure or if it’s repeated after warning). In case of     breach, we may opt to suspend your account access (for example, in cases     of non-payment or security violations) while the breach is being resolved,     and then terminate if it remains unresolved.
• Legal Compliance: We may terminate or     suspend immediately if we are required to do so by law or if continuing to     provide the Service to you would violate applicable law (for example, if     you become subject to sanctions, or your use is found to violate privacy     laws in a way we cannot remediate).
• Insolvency: If you undergo bankruptcy, insolvency,     receivership, or assignment for the benefit of creditors, or if you are     wound up or dissolved, we may terminate the Agreement upon notice.
• Discontinuation: In the unlikely event we     decide to discontinue the Platform or substantially cease business     operations, we may terminate this Agreement by providing at least 60 days’     advance notice to you. In such case, we will refund any prepaid fees     covering the period after termination.

Additionally, we reserve the right to suspend your access to the Service as needed to address security threats or prevent illegal activity, even if such activity or threat is not your fault (for example, if your account is hacked). We will make reasonable efforts to limit any suspension to the minimum scope and duration necessary and, if feasible, notify you in advance or as soon as possible.

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14.4 Effect of Termination: Upon termination or expiration of this Agreement:

• Your right to access and use the Platform will     immediately cease (or, in case of termination at a future date, on the     specified termination date). You must stop using the Service and delete     any software or confidential materials of the Company in your possession.
• We will deactivate your account and may delete     or anonymize Your Data in our systems, unless we are legally required to     retain it longer. Data Retrieval: We strongly encourage you to     export or download your data before your account is closed. For a     period of 30 days after termination, you may contact us to retrieve Your     Data that remains stored in the Platform (to the extent we have not     deleted it), and we will provide you with available backups or exports. We     are not obligated to retain Your Data after this 30-day post-termination     period.
• If the Agreement was terminated due to your     uncured breach, any unpaid Fees for the remaining portion of your     subscription term become immediately due and payable (as liquidated     damages for the breach, or as agreed payment for the term if you had a     committed contract). You agree that no refund will be owed by us for any     remaining prepaid period in case of termination for your breach.
• If the Agreement was terminated for our     uncured breach or to protect an intellectual property right as described     in Section 13.3, and you have prepaid fees for a period beyond the     termination date, we will refund the unused portion.
• Surviving Provisions: Any provision of this     Agreement which by its nature should survive termination (such as     indemnities, limitations of liability, accrued rights to payment, and     confidentiality obligations) will remain in effect.

14.5 Account Reactivation: If your account was suspended or limited due to non-payment or a breach that was subsequently cured, we may restore your access upon your request and our confirmation of cure. However, we reserve the right to charge a reconnection or reactivation fee if a Service was suspended due to your breach or to condition reactivation on certain assurances or changes (for example, that a security issue has been resolved).

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14.6 Transition Assistance: In certain cases, if you terminate because you are moving to an alternative service, we may offer (at our discretion and possibly for an additional fee) limited transition assistance such as data migration support. You must request this before termination takes effect.

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15.Dispute Resolution

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15.1 Good Faith Effort toResolve: In the event of any dispute, claim, or controversy between you and us arising out of or relating to this Agreement or the Services (“Dispute”), the parties agree to first attempt to resolve it informally. You should contact us by sending a written notice of the Dispute that describes the issue and includes relevant documentation/information. We will respond to your notice within ten (10)business days. Both you and we agree to negotiate in good faith to resolve theDispute informally. If the Dispute is not resolved within 30 days from the date of the initial notice, either party may proceed to seek formal remedies as outlined below.

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15.2 Mediation (Optional): If both parties agree, we may try to resolve the Dispute through a neutral mediation process before proceeding further. The costs of mediation would be shared equally, and it would take place in a mutually agreed location (or virtually). Mediation is not binding, but it can often facilitate a settlement.

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15.3 Arbitration for U.S.Clients: If you are located in the United States (or the claim is otherwise subject to U.S.law), and the Dispute is not resolved informally, either party may elect to resolve the Dispute by binding arbitration in lieu of litigation, unless you opt out of this arbitration clause by notifying us in writing within 30days of first agreeing to these Terms. If arbitration is elected, it will be administered by the American Arbitration Association (AAA) under its CommercialArbitration Rules. The arbitration will be conducted by a single arbitrator.The place of arbitration shall be New York, NY or another agreed city, unless you and the Company agree otherwise. Each party will bear its own costs and attorneys’ fees, unless the arbitrator awards costs to the prevailing party under the applicable law. The arbitrator’s award shall be final and binding, and judgment on it may be entered in any court of competent jurisdiction. ClassAction Waiver: To the fullest extent permitted by law, each party agrees that any arbitration (or litigation, if applicable) will be conducted solely on an individual basis and not on a class, collective, or representative basis. You waive any right to bring or participate in class action suits against us. (If this waiver is unenforceable under applicable law, then the entirety of this arbitration provision may be deemed void, and the dispute would then be resolved in court.)

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15.4 Litigation: Subject to the above arbitration clause (if applicable) or if arbitration is not elected, either party may bring a lawsuit in the courts specified in Section 16.2 (GoverningLaw and Jurisdiction). In any litigation (whether in court or arbitration), the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the other party, to the extent allowed by law or by the rules of the arbitration/forum.

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15.5 Injunctive Relief: Notwithstanding the foregoing dispute resolution procedures, either party may seek interim or preliminary injunctive relief or other equitable remedies from a court of competent jurisdiction to prevent immediate and irreparable harm, without first following the informal dispute resolution process. For example, we may seek a court order to prevent unauthorized access, use or distribution of our confidential information or intellectual property, and you may seek a court order to prevent misuse of Your Data or violation of your rights.

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15.6 Time Limitations: To the extent permitted by law, any claim or cause of action arising out of this Agreement must be filed within one (1) year after the date it arose (the date you reasonably should have become aware of the basis of the claim), or else such claim or cause of action is permanently barred. This provision does not apply to claims for non-payment or breach of confidentiality or intellectual property obligations.

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16.Governing Law

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16.1 Governing Law: This Agreement and any disputes or claims arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of the jurisdiction determined by your primary place of business, as set forth below, without regard to its conflict of law principles:

• If your business is headquartered in the     United Kingdom (or any country in Europe not specifically listed     elsewhere):     this Agreement is governed by the laws of England and Wales.
• If your business is headquartered in the     United States (or its territories): this Agreement is governed by the laws of the     State of Delaware, USA (and the federal laws of the United States, where     applicable).
• If your business is headquartered in Australia     (or its territories): this Agreement is governed by the laws of the State     of New South Wales, Australia.
• If your business is in any other region not     specified above (including Canada, Asia, etc.): by default, the laws of     England and Wales shall apply, or at our election, we may choose the laws     of another jurisdiction that has a substantial connection to the parties     or the performance of this Agreement.

16.2 Jurisdiction: Subject to the arbitration provisions of Section 15 (if applicable), the courts that shall have exclusive jurisdiction are as follows:

• For UK/European clients: the courts of England     and Wales (located in London, UK).
• For US clients: the state and federal courts     located in Delaware, USA (and each party consents to personal jurisdiction     in those courts).
• For Australian clients: the courts of New     South Wales, Australia.
• For others: the courts of England and Wales,     unless we notify you of a different appropriate jurisdiction (for example,     if we have a local subsidiary handling your account, we might specify that     local jurisdiction in an Order Form).

Each party waives any objection to the jurisdiction and venue of such courts on grounds of inconvenient forum or otherwise, to the extent permitted by law.

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16.3 Compliance with Local Laws: Regardless of the governing law chosen above, both parties will comply with all laws and regulations applicable to their performance under this Agreement. If any provision of this Agreement is invalid under the laws of a particular jurisdiction, it will not render the entire Agreement unenforceable; instead, the Agreement shall be read as if the invalid provision were omitted or modified to the minimum extent necessary to be valid.

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16.4 Export Controls: The Platform and related software may be subject to export control and sanctions laws of the U.K., U.S.,or other nations. You represent that you are not named on any government denied-party list and that you are not located in, or a resident of, any country or region that is subject to comprehensive sanctions (such as Cuba, NorthKorea, Iran, Syria, or the Crimea region) such that your use of the Platform would violate law. You agree not to use or transport the Platform into any such sanctioned territories or in violation of export laws.

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17.Contracting Entity and Contact Information

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17.1 Contracting Entity: In consideration of our global operations, your contract is with the following entity, based on your location:

• Clients in theUnited Kingdom or Europe (except as otherwise specified): Gym FlowLtd., a company registered in England and Wales under company number 12109568 with its registered office at 483 Green Lanes, London, England, N13 4BS
• Clients in the United States: Gymflow USA, Inc, a     corporation organized under the laws of Delaware, USA, with an office at 1111B     S Governors Ave STE 23249, Dover, DE 19904.
• Clients in Australia: Gymflow AUS Pty Ltd., an     Australian proprietary limited company, with a registered office at 32     Clifford Street, Goulburn, 2580.
• Clients in other jurisdictions: Gym Flow Ltd. (UK) will be     the contracting entity, unless we notify you otherwise or have a local     subsidiary in your region in the future.

Each of the above shall be referred to as the “Company” or “we” in these Terms, as applicable to you. We may designate a different affiliate as the contracting entity by written notice or in the Order Form for certain customers or regions (for example, if we open a subsidiary in Canada or Asia, we might designate that for customers there).

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17.2 Notices: All legal notices or communications under this Agreement should be in writing and delivered to the appropriate entity above. You should send notices to us at the address corresponding to your contracting entity, Attn: Legal Department, with a copy emailed to hello@gymflow.io We will send notices to you either to the mailing address on file in your account or to the primary email address associated with your account. Notices shall be deemed given: (a) if by hand or courier, upon delivery; (b) if by certified mail, on the fifth business day after mailing; or (c) if by email, when the email is sent (provided no bounce or undeliverable message is received), but if sent outside of normal business hours, then on the next business day.

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17.3 Customer Service andOperational Communications: You agree that we may contact you through email, in-app notifications, or other means for routine account communications, such as support replies, billing notices, security alerts, and service updates. It is your responsibility to keep your contact information (especially your email address) up to date in your account profile.

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18.General Provisions

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18.1 Entire Agreement: This Agreement (including anyOrder Forms and any documents incorporated by reference, such as a DPA orPrivacy Policy) constitutes the entire agreement between you and theCompany regarding the Platform and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to its subject matter. In the event of a conflict between these Terms and an Order Form, the Order Form (or a written addendum signed by both parties) shall prevail, but only with respect to the subject matter of thatOrder Form. No terms in any purchase order or other business form from you will modify this Agreement, and any such additional or differing terms are rejected.

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18.2 Changes to Terms: We may update or modify theseTerms from time to time. If we make material changes, we will provide you with reasonable notice, such as by email or by posting a notice within the Platform.The notice will designate a reasonable advance effective date for the new terms. If you object to the proposed changes, you may terminate the Agreement by providing us written notice before the effective date and stop using thePlatform. Otherwise, your continued use of the Platform after the new Terms become effective will constitute your acceptance of the changes. Any disputes arising before changes are made will be governed by the Terms in effect at the time the dispute arose.

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18.3 Assignment: You may not assign or transfer this Agreement or any of your rights or obligations hereunder to any third party without our prior written consent, except that you may assign thisAgreement in its entirety (upon notice to us) to your successor in interest in connection with a merger, acquisition, corporate re organization, or sale of all or substantially all of your assets, provided that the assignee agrees in writing to be bound by all terms of this Agreement and that, in the case of an assignment to a competitor of ours, we have the right to approve or reject the assignment (we will not unreasonably withhold approval). The Company may freely assign or transfer this Agreement, in whole or in part, to any of its affiliates or in connection with a merger, acquisition, sale of assets, or by operation of law. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective permitted successors and assigns. Any purported assignment in breach of this section is void.

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18.4 No Waiver: No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of that or any other right or remedy. To be effective, any waiver of any provision of this Agreement must be in writing and signed by the party against whom the waiver is claimed. A waiver of one provision shall not be construed as a waiver of any other provision or any future default.

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18.5 Force Majeure: Neither party will be liable for any failure or delay in performance of its obligations (except for payment obligations) if such failure or delay is caused by events beyond that party’s reasonable control (“Force Majeure”). Force Majeure events include, but are not limited to: natural disasters (e.g. earthquakes, floods, hurricanes), acts of government, war, terrorism, civil unrest, pandemics or epidemics, labor strikes(excluding strikes of the party’s own employees), widespread electrical or internet outages not caused by the obligated party, and other events of a magnitude or type for which precautions are not generally taken in the industry. The party affected by Force Majeure shall notify the other party as soon as practicable, stating the period of time the occurrence is expected to continue. The affected party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure are minimized. If a Force Majeure event continues for an extended period (e.g. over 30 days), eitherp arty may terminate the Agreement upon written notice, without liability, after which we will refund any prepaid fees for services not provided due to theForce Majeure.

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18.6 Relationship of Parties: The parties to this Agreement are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, or agency relationship between you and us. Neither party has any authority to bind the other or to incur any obligation on the other’s behalf.

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18.7 No Third-PartyBeneficiaries:This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. No third party may claim any right or benefit under this Agreement, except as expressly provided(for example, Company Parties protected by indemnification, which include affiliates and personnel, and rights of successors/assignees).

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18.8 Severability: If any provision of thisAgreement is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. The parties will negotiate in good faith a valid, legal, enforceable substitute provision that most nearly reflects the original intent of the invalid provision.

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18.9 Language: These Terms are written in theEnglish language, which shall be the controlling language in all respects. Any translations (if provided) are for convenience only, and the English version shall govern in case of any conflict or interpretation issues. All communications and notices to be made or given pursuant to this Agreement must be in English.

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18.10 Headings andInterpretation:Section headings in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision. Terms such as“including” are to be construed without limitation (so, “including” means“including without limitation”). Any ambiguity in the Agreement shall not be construed against the drafter.

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18.11 Counterparts andElectronic Acceptance: If this Agreement (or an Order Form) is ever physically signed, it maybe executed in counterparts and by electronic signature, and each counterpart will be deemed an original and together constitute one instrument. However, inmost cases, you accept this Agreement by clicking through it online or by using the Platform, and no separate signature is required – such acceptance is equally binding. An electronic record of your acceptance and the Agreement shall be considered an original enforceable contract.

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19. Data ProcessingAddendum (DPA)

This Data ProcessingAddendum ("DPA") forms part of and is incorporated by reference into these Terms of Service. It governs our processing of personal data on your behalf, to the extent such data is subject to applicable Data Protection Laws, including the EU General Data Protection Regulation (EU) 2016/679 ("GDPR"), theUK GDPR, and equivalent legislation in other jurisdictions.

19.1 Definitions

For the purposes of this DPA:

• "Personal Data," "Data     Subject," "Processing," "Controller,"     "Processor," and "Supervisory Authority" shall have     the meanings given under GDPR.
• "Customer Personal Data" means any     Personal Data you upload to or process through the Platform that relates     to your gym members, leads, staff, or other end-users.
• "Data Protection Laws" means all     laws applicable to the processing of Personal Data under this Agreement,     including the GDPR, UK GDPR, and equivalent or successor privacy     regulations.

19.2 Roles of theParties

You are the DataController and Gymflow is your Data Processor with respect to Customer Personal Data. You determine the purposes and means of processing, and we process the data only on your documented instructions.

19.3 Scope and Purpose of Processing

We process CustomerPersonal Data only as necessary to provide the services described in thisAgreement. This includes:

• Managing member profiles, bookings, purchases,     and attendance
• Sending communications (e.g. email and SMS on     your behalf)
• Processing payments and subscriptions
• Providing support, troubleshooting, and     performance monitoring

19.4 Categories of Dataand Data Subjects

• Data Subjects: Your gym members, leads, staff,     and other individuals whose personal data is submitted to the Platform.
• Categories of Personal Data: Name, email     address, phone number, date of birth, gender, physical address, user     activity logs, booking/purchase history, and payment-related identifiers     (note: payment details are processed via third-party providers and not stored     by Gymflow).

We do not intentionally collect special categories of personal data (e.g., health or biometric data).If you choose to upload such data, you are solely responsible for ensuring that appropriate legal basis and consent are obtained.

19.5 ProcessorObligations

We shall:

• Process data only on your documented     instructions, unless required to do so by law (in which case we will     inform you unless legally prohibited);
• Implement appropriate technical and     organizational security measures to protect Customer Personal Data;
• Ensure confidentiality of our personnel who     access Customer Personal Data;
• Assist you, to the extent reasonably possible,     with Data Subject requests (e.g. access, deletion, portability) and DPIAs     (Data Protection Impact Assessments);
• Notify you without undue delay after becoming     aware of a Personal Data Breach involving Customer Personal Data;
• Upon termination, delete or return Customer     Personal Data, unless otherwise required by law or standard backup     retention.

19.6 Subprocessors

You authorize us to engage third-party sub processors (e.g., hosting providers, email/SMS services, payment processors) to assist in delivering the Service. We maintain an up-to-date list of these sub processors available upon request. We require all sub processors to be bound by written agreements that impose data protection obligations equivalent to those in this DPA. We remain fully liable for their performance.

19.7 InternationalTransfers

You authorize us to transfer Customer Personal Data outside the UK, EU, or your country of residence, where necessary to provide the Service. We will ensure any such transfers are governed by appropriate safeguards (such as Standard ContractualClauses) to ensure an adequate level of data protection.

19.8 CustomerResponsibilities

You warrant that:

• You have obtained and recorded all necessary consents or legal bases for processing the Customer Personal Data and for     directing Gymflow to process it;

• You will comply with all applicable Data Protection Laws in your use of the Platform;
• You will not instruct Gymflow to process data unlawfully or in a way that violates applicable law.

19.9 Audit Rights

Upon reasonable written request, we will provide information necessary to demonstrate compliance with this DPA, and allow for audits (no more than once per year, unless required bylaw or after a known breach), subject to reasonable confidentiality and security controls.

19.10 Precedence

If any provision in this DPA conflicts with other terms in this Agreement, the provisions of this DPA shall prevail with respect to data protection matters.

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