Membership Agreement

The website www.getreadily.com (the "Website") and all associated online resources including but not limited to the Services offered through the Website shall be that owned by GET Readily, LLC ("Get Readily").

Get Readily is an online web-based gym management solution provider that allows gyms and fitness clubs to improve their progress reporting infrastructure. Get Readily also provides tools to run Key Performance I ndex (KPI) reports, improve organizational communication, provides access to a database of instructors, manage certifications and easily manage class schedules and substitutions.

This Membership Agreement, (the "Agreement") shall set out the provisions which shall regulate the use of the Website and the Services offered by Get Readily by Users who have registered themselves with Get Readily. Any User wishing to access the Website or avail the Services must accept and abide by this Agreement.

Use of the Website or the Services by any Instructor or Fitness Club shall be deemed to be the acceptance of this Agreement by such Instructor or Fitness Club.

The provisions of the Terms of Use and Privacy Policy, as may be applicable, are specifically incorporated herein by way of reference.

TERMS OF USE
1. Get Readily provides such Services required for the overall functioning and management of Fitness Clubs and also provides listing services to Instructors in addition to such other Services as set forth in the Website Terms of Use.
2. The Website and the Services are intended for Instructors and Fitness Clubs and only Instructors and representatives of Fitness Clubs who have attained the age of 18 years may access the Website and avail the Services.
3. This Agreement shall grant in favor of the Instructors and Fitness Clubs a right to use the Services offered by Get Readily in accordance with the Terms of Use, the Privacy Policy and this Agreement ("Website Policy") as well as in accordance with any and all applicable laws.
4. The Website and the Services are offered only to such Instructors and Fitness Clubs within the territory of the United States of America. Instructors or Fitness Clubs accessing the Website or availing the Services from outside the United States of America shall be doing so at their sole option and risk.
5. Get Readily shall not be a party to any transaction contemplated or entered into between Instructors and Fitness Clubs on the Website and shall not be liable for any loss or damages caused to any person due to any transaction contemplated or entered into on the Website.
6. Get Readily reserves the right to modify, remove or alter in any manner the whole or any part of this Agreement and all such modifications or alterations shall be effective when uploaded on the Website. Use of the Website or the Services after any such revisions shall indicate your acceptance of the revised Agreement.
7. Instructors shall ensure that they provide their services in a timely manner and arrive at the Fitness Club or such other location from where he/she would perform his/her services on time. Any delays on the part of the Instructor shall not be tolerated and any Instructor arriving late shall be liable to pay in favor of Get Readily a sum of $15 (Fifteen). Such sums shall be deducted from such User's credit card linked with their respective User Account.
8. In the event that an Instructor is unable to appear as a substitute after agreeing to do so, he shall notify the Fitness Club in which he would have substituted of his inability to appear at least 24 (Twenty Four) hours prior to the date on which he was to substitute. Furthermore, such Instructor shall also be required to provide the Fitness Club with a qualified replacement acceptable to the Fitness Club. Failing to abide by this provision shall result in such deductions as mentioned in Clause 11.6.
9. Additionally, the Users shall also be under such restrictions as contained in Clause 4 of the Website Terms of Use.
SERVICES
1. The Services offered by Get Readily are intended for the benefit of registered Users.
2. Get Readily provides Instructors with listing services, search services, fixing appointments, managing clients and also provides Instructors with a chance to be a substitute instructor at local Fitness Clubs.
3. The Services offered by Get Readily to Fitness Clubs include management services, fixing appointments, finding substitutes, managing clients and checking schedules.
4. In the event that any Instructor or Fitness Club is barred or otherwise restricted from offering their Services or from performing any activity permitted under this Agreement as per any applicable law or otherwise, such Instructors and Fitness Clubs shall refrain from accessing the Website and availing the Services.
5. In the event that any User is found to be in violation of Clause 2.4, such User's account shall be terminated immediately and Get Readily reserves the right to initiate appropriate legal action.
6. Get Readily does not conduct back ground checks on any Instructor or Fitness Clubs and the Instructors and Fitness Clubs hereby attest that they are not in violation of any applicable law nor are they under any restriction from providing their respective services on the Website. Any User found to be in violation of this clause shall be restricted from further accessing the Website or availing any of the Services.
7. Users shall use best efforts while providing any of their services through the Website to any other User and shall perform the same with appropriate care and diligence.
8. Fitness Clubs having more than one outlet shall be offered Multiple Club Membership which shall mean such Fitness Clubs may avail a membership plan that allows all of its outlets to avail the Services of Get Readily. The details and prices of Multiple Club Memberships shall be as mentioned on the Website from time to time.
USER ACCOUNTS
1. The Services are intended for use only by such Instructors and Fitness Clubs who have accepted the Website Policy and have created an individual account for them self/itself as well as availed any of Get Readily's membership plans.
2. While creating a User Account, the User shall be required to provide true, accurate and complete information wherever required and Users shall also have a duty to ensure that all such information provided by them continues to be true, accurate and complete in all manners for the entirety of their use of the Website and the Services.
3. The information provided by Users while creating their account, including but not limited to their name, qualification, experience and contact details shall be displayed on their respective profiles. Users may regulate what content and information is to be displayed on their respective profiles. Get Readily advises all its Users to display all such information that may be required by other Users to make an informed decision and Get Readily shall not be liable for any adverse effects arising to any User's business due to limited information being displayed on their profile.
4. Users shall be solely responsible in maintaining and updating their respective profiles and all information or content displayed shall have to be in accordance with any restrictions contained in the Website Policy.
5. Get Readily may suspend the User's access to the Website and the Services in case of any maintenance to the same or for any other similar situation. Get Readily shall, as is reasonable, attempt to notify the User prior to any maintenance. However, Get Readily shall be under no obligation to inform the User prior to any maintenance or other similar situation which may result in the temporary suspension of their accounts.
6. All accounts are intended for use only by a single User and Users shall not share their accounts or account details with any other person.
7. Once Users have registered themselves, Get Readily shall provide such User with a unique user name and password to access their respective account. Users shall be solely responsible in ensuring that they maintain the security of their accounts.
8. Users shall also be responsible for the accuracy and nature of all information, content or other material displayed on their respective profile.
9. Get Readily shall not have any confidentiality obligation over any information or content that is viewable on the User's profile or made public by any User.
10. Users are hereby restricted from, either directly or indirectly, creating more than one User Account with Get Readily. Any User whose account has been terminated by Get Readily shall not be eligible to create another account unless with Get Readily's express consent.
11. Users shall be required to link their credit cards with their respective User Accounts. This shall be to facilitate easy payments as well as for debiting any deductions applicable under this Agreement.
REVIEW AND FEEDBACK
1. Any User to whom an Instructor or Fitness Club may offer its services to or avail services from shall be entitled to review such Instructor or Fitness Club. Reviews shall be done in the way of rating such Instructor or Fitness Club and providing them with a feedback.
2. There shall be no restriction on reviews provided the same is true, accurate and bona fide and is in compliance with any and all restrictions on content contained in the Website Policy.
3. Any and all reviews, ratings and feedback shall be displayed on the concerned User's profile, provided the same is not found to be untrue, incorrect or mala fide.
4. Get Readily reserves the right to remove any reviews and ratings provided the same is found to be untrue, incorrect, inaccurate or otherwise mala fide.
5. Users hereby grant in favor of Get Readily a worldwide, royalty free, non-exclusive right to use, incorporate, sell, offer for sale or develop services based on any and all information provided for in any reviews or feedback
LISTING OF USERS
1. Get Readily does not provide any ranking services for Instructors or Fitness Clubs and the listing shall be done based on certain pre-determined criteria. Any reviews and feedback on the User's profiles may be taken into consideration while compiling the listing of Instructors and Fitness Clubs.
2. Get Readily reserves the right to change the listing so as to improve upon the quality of its Services. No prior notice shall be provided in case of any changes to the listing.
3. Any User found to be in violation of the Website Policy may be removed from the listing effective immediately.
4. Get Readily shall also remove the User from its listing on receipt of a request for the same by the concerned User or on the expiry or termination of this Agreement.
5. Get Readily shall not be liable for any adverse effects caused to the business of any User which is a result of the listing services provided on the Website.
PAYMENTS
1. The prices of the Services and for availing a membership shall be as mentioned on the Website from time to time. Get Readily reserves the right to revise the prices at any time and without any prior notice. In the event the prices are revised, the revised prices shall come into effect from the date of revision. However, this shall not affect the price of any Services or membership plans availed prior to the revision.
2. The initial subscription plan that a User may avail shall be for a period of 3 (Three) months (Initial Subscription). The Initial Subscription amount shall have to be paid in advance and the User may cancel his/her subscription only at the end of the Initial Subscription period.
3. All subsequent membership billing cycles after the Initial Subscription shall be for a period of 1 (One) month from the date of subscription and shall be automatically renewed, unless otherwise selected by the User, on the same day in the subsequent month regardless of the number of days in that month. The next billing date for memberships purchased on the 31st day of any month shall be the 30th day of the following month.
CANCELLATION AND REFUNDS
1. In the event any User wishes to terminate their respective membership plan, other than the Initial Subscription, they may do so by writing to [email protected]. Termination shall be made effective within a period of 3 (Three) days.
2. Get Readily shall not provide Users with any refunds on any payments made to Get Readily regardless of whether Services for which the payment have been made has been availed or not.
3. On termination, Users shall be entitled to continue availing the Services for such period for which they have made payments for. Any subsequent use of the Website or the Services shall only be after the reactivation of such User's account/membership. All requests for reactivation shall be subject to the discretion of Get Readily.
CONFIDENTIALITY
1. Users shall treat any and all information received or obtained from Get Readily or any of its associates, employees, directors, service providers and representatives as confidential with the highest degree of care.
2. Users may disclose certain Confidential Information, subject to any and all applicable laws, to its associates, employees, directors, service providers and representatives on a 'need to' basis and subject to any restrictions contained herein.
3. All disclosure of information shall only be for the purposes of availing the Services of Get Readily and shall not be used or disclosed for any purpose that is or may be detrimental to the interests of Get Readily.
4. Get Readily shall have no duty of confidentiality over any information that Users may make public anywhere on the Website or is already available in the public domain.
5. Get Readily shall not be liable for any disclosure of Confidential Information pertaining to any User if such information is required to be disclosed in compliance with any applicable law, or in compliance with any order, direction, or judgment made by any governmental authority or by any court having competent jurisdiction or if such disclosure was made in order to maintain the safety and security of any of Get Readily's employees.
6. Users shall, during the course of this Agreement and thereafter, treat all information provided by or obtained from Get Readily as confidential.
INTELLECTUAL PROPERTY
1. Any and all Intellectual Property present anywhere on the Website or within the Services including any trademarks, icons, logos, patents, copyright, designs and other proprietary material shall be that belonging solely to Get Readily or otherwise duly obtained and the Users shall not acquire any right, title or license in or over the same unless with the consent of Get Readily or the proprietor of such Intellectual Property.
2. Get Readily does not claim any title over any Intellectual Property belonging to any User and all rights shall vest with such User. However, the Users hereby grant in favor of Get Readily a limited, worldwide, royalty free right to use such Intellectual Property for the purposes of marketing, advertising and promoting the Website and its Services.
3. In the event any User discovers, develops or improves upon any Intellectual Property based on any information provided or obtained from Get Readily or based upon the Services of Get Readily, the same shall be that belonging to Get Readily and Users hereby assign all rights, title and interest held by them over such Intellectual Property to the sole benefit of Get Readily.
4. Users shall not sell, offer for sale, reverse engineer or disassemble the Website, the Services or any other Intellectual Property belonging to Get Readily.
5. Nothing contained herein shall be construed as granting any right, title or interest in favor of the User unless such right, title or interest has been expressly granted by Get Readily in writing.
REPRESENTATIONS AND WARRANTIES
1. Users hereby represent and warrant that all of the information, material or content provided by them to Get Readily is true, accurate and complete in all material aspects and the same shall not violate or infringe the rights of any third party.
2. Instructors and Fitness Clubs who have registered themselves and are listed on the Website hereby represent and warrant that they have the requisite skill, expertise, qualifications, permits and licenses to offer the services listed on their respective profiles and that they are under no restriction from providing such services.
3. Get Readily make no representations, of any manner, regarding the merchantability, fitness, accuracy or compatibility of the Website or its Services and the same may be availed by the Users at their sole option and risk and Get Readily hereby excludes any and all warranties permitted under law.
4. Neither does Get Readily make any representations or warranties regarding any of the information available on the Website. All such information is provided on an 'as is' basis and Users shall be relying on the same at their sole option and risk. Under no circumstances shall Get Readily be liable for any loss or damages caused to any User placing reliance on any information available anywhere on the Website or within the Services.
INDEMNITY AND LIABILITY
1. Users shall indemnify or otherwise hold Get Readily, its directors, employees, agents, service provider, associates and representatives harmless from and against any and all loss, damages (including personal injury and death), costs (including reasonable attorney fees) actions, suits or claims that may arise anytime due to the actions or omissions of the User including but not limited to any breach of the provisions of this Agreement.
2. Users shall be solely responsible for any and all loss or damages including any injury or death caused to any person availing the services of any Instructor or Fitness Club.
3. Under no circumstances shall Get Readily or its directors, employees, affiliates, contractors, third-party partners or service providers be liable for any special, indirect, incidental, or consequential damages, whether based in contract, tort (including negligence), or otherwise, even if Get Readily has been advised of the possibility of such damages.
4. Get Readily shall not be liable in the event of any unscheduled maintenance or downtime that may affect any User.
5. In the event that any applicable law does not allow the limitation or exclusion of any liability or damages including but not limited to any incidental or consequential damages, Get Readily's liability shall be limited to $50 (Fifty) or such other amounts, if any, paid by the User to Get Readily under these Terms in the 3 (Three) months immediately prior to the date on which such claim may arise.
6. In the event any Instructor who has agreed to provide services as a substitute Instructor fails to appear or fails to provide a qualified replacement, such Instructor shall be liable to pay a $15 (Fifteen) late fee. Get Readily shall not be liable for the acts or omissions of any Instructor appearing as a substitute to any Fitness Clubs.
7. However, Users and Get Readily shall not be liable for any non-performance of their respective duties and obligations if such non-performance was a direct result of a Force Majeure event. For the purposes of this Agreement a Force Majeure event shall mean any event beyond the control of the Parties that may prevent the Party from performing its duties or obligations including but not limited to any Act of God, war, riot or electrical blackouts.
DISPUTE RESOLUTION
1. In the event any dispute arises between users, either Party to the dispute may communicate to Get Readily its desired resolution.
2. Get Readily shall attempt to resolve all disputes amicably by way of a Dispute Resolution Process. Users may participate in the same by contacting any of Get Readily's Member Care Representatives. On contacting the Member Care Representative, the User shall have to provide certain information or fill out certain forms containing details of the dispute and the desired resolution.
3. The Member Care Representative shall then contact the other User to the dispute and attempt to resolve the same as per the request received from the User raising the dispute.
4. On being contacted by a Member Care Representative regarding the resolution of any dispute, such User shall be required to either accept the resolution or otherwise offer a counter to the same. In the event that the User accepts the resolution offered by the other User the dispute shall be considered to have been resolved and the Users shall be provided with an opportunity to remove any reviews or ratings they may have made prior to the resolution of the dispute. However, in the event that the terms of resolution are not acceptable to either User, either User may initiate appropriate legal action against the other User in any court having competent jurisdiction and any reviews made by the Users shall not be removed.
5. The User's participation in the Dispute Resolution Process is at Get Readily's sole discretion and Get Readily reserves the right to reject any User's request to participate for any or no reason.
6. The Complaint Resolution Process is not a substitute to any legal forums and Get Readily does not, at any time, become a party to any dispute that may arise between Users.
7. Users hereby accept and agree that Get Readily is neither a mediator nor an arbitrator and does not provide legal advice or assistance and all Users are advised to consult with an attorney should they believe legal services are necessary in resolving any dispute that may arise with another User.
8. Get Readily does not guarantee that the User's participation in the Dispute Resolution Process will result in a satisfactory outcome or in an outcome favoring such User.
9. Users further accept and agree that, by offering the Dispute Resolution Process, Get Readily does not waive any of its disclaimers or limitations of liability set forth in the Website Policy.
TERM AND TERMINATION
1. This Agreement shall continue on in full force and effect and shall remaining binding upon the User for the entire duration of the User's use of the Website or the Services.
2. The User may terminate their respective User Account at any time by providing an advance notice of 3 business days.
3. On the termination of this Agreement, the User shall have no further right to, either directly or indirectly, use or access the Website or the Services.
4. Get Readily reserves the right to terminate any User Account effective immediately if such User is found to be in violation or breach of the Website Policy.
5. On the termination of this Agreement, the User shall return to Get Readily any and all information, material or content stored with it and shall remove or destroy any and all information, material and content stored electronically.
SEVERABILITY
1. In the event any provision of this Agreement is held to be illegal, unlawful or otherwise unenforceable, such provision shall be fully severable and replaced with a provision that most closely reflects Get Readily's intention while remaining lawful and enforceable.
WAIVER
1. Any delay or leniency by Get Readily in taking any action against the Users under this Agreement shall not be construed as a waiver of Get Readily's right to take action at a later stage.
ENTIRETY
1. The Website Policy shall govern the entire relation and understanding between the Parties and shall supersede any and all other Agreement.
CONTACT
1. Users wishing to contact Get Readily for any reason may do so by writing to [email protected].
GOVERNING LAW AND JURISDICTION
1. This Agreement shall be governed by and in accordance with the laws of the State of New York as well as any and all applicable Federal Laws of the United States of America.
2. The Courts at New York shall have exclusive jurisdiction over all claims and disputes arising with regard to these terms.