Terms of Service

Last Updated: October 24, 2016

These terms of service constitute a legally binding agreement (the “Agreement”) between you and [Franfindr]. (“Franfindr,” “we,” “us” or “our”) governing your use of the Franfindr application, website, and technology platform (collectively, the “Franfindr Platform”).

The Franfindr Platform

The Franfindr Platform provides a marketplace where persons who seek to drop-in to workout at certain exercise facilities (“Athlete” or “Athletes”) can be matched with the exercise facility (“Box” or “Boxes”). Boxes and Athletes are collectively referred to herein as “Users,” and each User shall create a User account that enables complete access to the Franfindr Platform. For purposes of this Agreement, the exercise facility access and services provided by Boxes to Athletes that are matched through the Platform shall be referred to collectively as the “Services”. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each Service provided by a Box to an Athlete shall constitute a separate agreement between such persons.

Modification to the Agreement

In the event Franfindr modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Franfindr reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Franfindr Platform or Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).

Charges

Payments

As Athletes use the Franfindr Platform and Services, they will pay Franfindr the amounts set out for their use of the Franfindr Platform and Services (“Charges”). Charges include drop-in fees and other applicable fees if set out on the Franfindr Platform. GST and any other value added taxes will be added to and charged at check-out when purchasing the Services.

As a Box, you will receive payment for provision of Services. All payments are subject to a Franfindr Commission, discussed below. You will also receive any proceeds from merchandise sales and tips provided by Athletes to you, and these amounts will not be subject to any Franfindr Commission. Franfindr will process all payments due to you through its third party payments processor. You acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that we are required to withhold by law and that such amounts are inclusive of sales or other added-value taxes as applicable.  

In exchange for permitting you to offer your Services through the Franfindr Platform and marketplace as a Box, you agree to pay Franfindr (and permit Franfindr to retain) a fee based on each transaction in which you provide Services (the “Commission”). The amount of the applicable Commission will be CDN$3 for Boxes located in Canada and USD$3 for Boxes located in the united States. Franfindr reserves the right to change the Commission at any time in Franfindr’s discretion based upon market factors, and Franfindr will provide you with notice in the event of such change. Continued use of the Franfindr Platform after any such change in the Commission calculation shall constitute your consent to such change.

Franfindr Communications

By becoming a User, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or other messages may be generated by automatic messaging systems. Communications from Franfindr, its affiliated companies and/or Boxes, may include but are not limited to: operational communications concerning your User account or use of the Franfindr Platform or Services, updates concerning new and existing features on the Franfindr Platform, communications concerning promotions run by us or our third- party partners, and news concerning Franfindr and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

Your Information

Your Information is any information you provide, publish or post to or through the Franfindr Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Franfindr -related Facebook, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Franfindr Platform and participate in the Services. Our collection and use of personal information in connection with the Franfindr Platform and Services is as provided in Franfindr’s Privacy Policy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Franfindr to use your Information, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Franfindr does not assert any ownership over your Information; rather, as between you and Franfindr , subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

Restricted Activities

With respect to your use of the Franfindr Platform and your participation in the Services, you agree that you will not:

  1. violate any law, statute, rule, permit, ordinance or regulation;
  2. interfere with or disrupt the Services or the Franfindr Platform or the servers or networks connected to the Franfindr Platform;
  3. post Information or interact on the Franfindr Platform or Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;
  4. use the Franfindr Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
  5. “frame” or “mirror” any part of the Franfindr Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; or
  6. modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Franfindr Platform or any software used on or for the Franfindr Platform.

Representations, Warranties and Agreements

By providing Services as a Box on the Franfindr Platform, you represent, warrant, and agree that:

  1. You possess all appropriate licenses, approvals and authority to provide Services to Athletes in all jurisdictions in which you provide Services.
  2. You will not attempt to defraud Franfindr or Athletes on the Franfindr Platform or in connection with your provision of Services.
  3. You have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the vehicle you use to provide Services.
  4. You will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.

Intellectual Property

All intellectual property rights in the Franfindr Platform shall be owned by Franfindr absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Franfindr Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Franfindr. Franfindr shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Disclaimers

Franfindr does not provide Services, and Franfindr is not an exercise facility. The Franfindr Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Franfindr Platform and/or the Services.

Limitation of Liability

IN NO EVENT WILL FRANFINDR , INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “FRANFINDR ” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE FRANFINDR PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE FRANFINDR PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Term and Termination

This Agreement is effective upon your creation of a User account. This Agreement may be terminated: a) by User, without cause, upon thirty (30) days’ prior written notice to Franfindr; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement. In addition, Franfindr may terminate this Agreement or deactivate your User account immediately in the event you no longer qualify to provide Services.

Relationship with Franfindr

As a Box on the Franfindr Platform, you acknowledge and agree that you and Franfindr are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Franfindr expressly agree expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Franfindr ; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Franfindr, and you undertake not to hold yourself out as an employee, agent or authorized representative of Franfindr.

General

This Agreement shall be governed by the laws of the Province of Alberta, Canada without regard to choice of law principles. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non- binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Franfindr , in our sole discretion by providing notice to you.