Terms of use

This Service Subscription Agreement ("Agreement") is made between goXpro International Operations Pty Ltd.'s customers, either qualified Personal Trainers (PT) or Gyms ("Customer"), as indicated in the Subscription Agreement, and goXpro International Operations Pty Ltd, an Australian corporation located at 44 Crown Rd, Queenscliff, NSW 2096, Australia ("goXpro"), collectively referred to as the Parties.

WHEREAS goXpro owns the intellectual property of the goXpro Personal Trainer’s Platform and is the contracting party for the licenses of the personal training platform and the associated hosting services,

AND WHEREAS, the parties now wish to enter into a definitive service subscription agreement governing the Customer’s use of the Software and Services,

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Subject – Standard Terms and Conditions
1. Upon signing the applicable online subscription form ("Order Form"), the Customer and goXpro agree to the terms and conditions set forth below.
Right to Use
1. Services
  1. The Customer is granted a time-limited, non-exclusive, non-transferable right to use the goXpro software platform ("Software"), developed by goXpro. This agreement also includes applications from partners or third parties ("Partner Applications"). The software is accessible through the URL http://www.goxpro.com ("Website") or via the goXpro iPad application in the AppStore.
  2. goXpro will provide hosting service for the Customer (Software as a Service - "SaaS").
  3. The Software, Partner Applications, Website, and SaaS are collectively referred to as the "Service".
  4. These Terms and Conditions (TAC) apply to any other selected products, components, and features; additional T&C may be applicable.
  5. goXpro may make commercially reasonable modifications to the Service at its discretion.
  6. The Customer acknowledges the special requirements for its own hardware and software needed to use the Service and accepts all risks for their functionality. goXpro is not responsible for compatibility between the Service and the Customer’s software or hardware.
  7. goXpro may deliver information about its products, services, and tools, as well as those of third parties associated with goXpro, via email or postings on the Website.
2. Authorized Users
  1. Access to the Service is limited to the number of Authorized Users specified in the Subscription. The Customer is responsible for each Authorized User’s configuration of the Service’s security settings to prevent unauthorized access or use. Any unauthorized use must be terminated and reported to goXpro immediately.
  2. Exceeding the number of active Authorized Users results in invoicing for new active Authorized Users as they become active. An Authorized User becomes active from the second client they add to their Service. The customer can add an unlimited number of trainers at no additional cost.
  3. goXpro may collect information on the Customer's use of the Service for invoicing and internal statistics.
  4. The Customer must address questions and complaints to goXpro after attempting to resolve issues independently or with their mentor or the PT/Gym that signed them up.
3. Service Period
  1. The Service is available for the period specified in the Contract. It will be automatically renewed for another 12 months unless terminated in writing by either party at least 60 days before expiry.
4. Service Fee
  1. The Customer shall pay the Service Fee specified under their chosen Subscription, including any applicable GST, Sales Tax, or VAT. Subscription plans are based on the chosen subscription period (monthly, quarterly, half-yearly, or annually). A paid Subscription becomes necessary once the Customer adds their 2nd customer to the platform.
  2. Payments are made in advance based on the subscriber's payment schedule.
  3. Payments are processed automatically via goXpro's automatic payment system. Customer invoices/receipts are created automatically and displayed in the Customer's M.A.D (Management. Administration. Dashboard). Late payments incur a penalty interest of 1.25% per commenced month and/or collection fees according to relevant national legislation.
  4. The current price for the same services applies at the time of renewal.
  5. All fees are subject to change by goXpro, with annual increases limited to a maximum of 5%.
  6. goXpro may outsource or delegate invoicing to a partner or third party depending on instructions for each country.
5. Rights to the Service, Intellectual Property Rights
  1. goXpro and its Partners retain all rights, titles, and interests in the Services, all appurtenant documentation, and any other intellectual property rights. Nothing in the Contract or these TAC shall impair goXpro's rights to the Service or Software, including copyright and other intellectual property rights.
  2. The Customer is prohibited from reverse engineering any Service elements.
  3. The Customer is granted a right to use the Service in its own business and is not allowed to copy, sell, transfer, sublicense, or distribute any Service elements to others.
  4. Infringing goXpro’s copyrights or interests in the Software incurs a fee equivalent to fifteen times the annual Service Fee, with additional compensation for uncovered loss if applicable.
SaaS
1. Application Management
  1. goXpro operates the Service for the Customer as a hosted service and provides access to the latest version of the Service.
  2. Notices of downtime, operational disturbances, maintenance, and other relevant information will be posted on the goXpro website under ‘Services Notifications’ in the ‘Contact Us’ section.
2. Data Centre
  1. Customer data is stored in goXpro’s partners’ network of data centres. Locations are discreet for security purposes. goXpro’s computing clusters are designed for response time, resiliency, and redundancy.
  2. goXpro adheres to reasonable security standards to protect the data centre from unauthorized third-party access. It also follows the European Commission Directive on Data Protection and U.S. Safe Harbour Privacy Principles.
  3. goXpro is responsible for the availability and fitness for purpose of all hardware, software, and equipment in the data centre.
3. Availability Guarantee and Response Time
  1. Availability is defined as the period when Authorized Users can handle and receive transactions with defined functionality and response time, with a minimum uptime of 99.7% except during notified updating and maintenance periods.
  2. This uptime guarantee does not cover loss of access caused by factors beyond goXpro’s control or minor significance losses in the Customer’s operation.
  3. Uptime complaints regarding products and software from third parties must be addressed to the relevant supplier.
  4. Customers are not entitled to rebates for deviations from uptime.
4. Storage Capacity and Backup
  1. Adequate Storage Capacity is provided for all users, with additional capacity available as needed at no extra charge.
  2. Nightly backups are secured, with up to three versions of each file stored. File recovery is performed at a standard hourly rate.
Support
1. Right to Support
  1. Basic support is included with the purchase of the Service and offered through various channels. Support should be directed to the local PT/gym sales person or organization initially.
  2. Designated Support Users appointed by goXpro have the right to use goXpro support services, with a preference for using local support first.
  3. goXpro ensures competent global support staff. If local support staff cannot answer a question, goXpro is limited to providing assistance one more time.
  4. The Customer must inform local support staff of any specific circumstances that might affect the request handling.
2. Response Time
  1. goXpro commences assistance within 1 business day after receiving an escalated request, except on weekends and public holidays.
3. Products and Services Offered by goXpro and Its Partners
  1. Basic support from goXpro is limited to software platforms produced by goXpro. For third-party products and software, the Customer must contact the relevant supplier.
General Provisions
1. "As Is" and Transfer
  1. The Service is delivered with no warranties beyond the uptime guarantee, with all corrections performed within a reasonable time.
  2. The Customer may not assign or sell their rights and/or obligations under the Contract to any third party.
2. Warranty
  1. goXpro agrees to use commercially reasonable efforts to deliver the Software and Services according to specifications. It disclaims all other warranties and representations.
3. Limitations on Liability
  1. goXpro and its affiliates will not be liable for indirect, direct, special, incidental, consequential, or punitive damages arising from the use of the Software, Services, and/or Website.
  2. goXpro is not responsible for the Customer's direct or indirect losses due to service unavailability or reduced response time.
  3. goXpro disclaims liability for any third-party copyright infringement by the Customer.
  4. goXpro is not responsible for defects or failures in communications lines, the Internet, ISP, Customer’s hardware or software, or any service or device used to access the Software or authenticate users.
  5. The maximum aggregate liability of goXpro under this Agreement shall not exceed 50% of the yearly Service Fee paid by the Customer.
4. Indemnification/Customer Representations
  1. Customer represents and warrants its authority to enter into and perform this Agreement and that Customer Data will not violate any third-party rights.
  2. Customer will defend, indemnify, and hold goXpro harmless from any third-party claims arising from Customer’s breach of representations.
5. Personal Information and Content
  1. The Customer owns the content and personal information introduced into the system and is responsible for compliance with data protection regulations.
  2. goXpro, as Data Processor, undertakes to comply with data protection regulations, including implementing adequate security measures.
  3. goXpro may subcontract the safekeeping of personal information, provided it does not abrogate goXpro's responsibilities.
6. Termination/Suspension
  1. Either party may terminate the Subscription immediately upon the other party's material breach, subject to a 30-day remedy period.
  2. goXpro may suspend services for non-payment or security reasons.
  3. Customers have full control over their subscription choice and duration, with the ability to upgrade or downgrade as desired.
7. Confidential Information
  1. Both parties agree to keep the other party’s non-public information confidential and not use it except for fulfilling obligations under the Contract or TAC.
8. Governing Law and Legal Venue
  1. Disputes will be governed by the laws of the specified territory, with arbitration as the preferred resolution method.
  2. Injunctive relief for violations of goXpro’s intellectual property rights may be sought in any court of competent jurisdiction.
  3. goXpro may act through or assign rights or obligations to affiliated companies.
  4. This Agreement is binding on the parties, their successors, and affiliates.
  5. The Agreement may be signed in counterparts, all of which constitute one instrument.
  6. Invalid or unenforceable portions of this Agreement will be severed, with the remainder continuing in effect.
  7. No waiver of rights by either party.
  8. Force Majeure exempts parties from liability for damages or delays caused by uncontrollable factors.
  9. This Agreement supersedes all prior agreements and understandings related to its subject matter and can only be amended in writing.
9. Certain sections survive termination of this Agreement.
10. Titles are for convenience and do not affect the interpretation of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by duly authorized representatives of the parties by signing the Order Form as of the Effective Date.