Terms & Conditions
By registering and signing up to use the Service (as defined below), you (“User”) hereby acknowledge, accept and agree to the following terms and conditions (“User Terms”). Please read these User Terms carefully before accessing or using the Service.
THE COMPANY, THE APPLICATION, THE WEBSITE AND THE SERVICE
(a) The company is F8 Vietnam, a company duly incorporated under the laws of Viet Nam according to certificate of incorporation number 1956916 issued by the Registrar of Companies of Viet Nam on 23 August 2013, having its address located at 8th Floor, Gloucester Tower, the Landmark, 15 Queenʼs Road Central, Viet Nam (“Company”).
(b) The Company provides the on-demand, intermediary service through Leep.App (as defined below), SMS (text messaging), the Websites (as defined below) requests or such other platforms, communication media or channels as –from time to time – operated and made available by or on behalf of the Company that allows a User to request a fitness training service from a Trainer (as defined below) as available to and accepted by the User (“Service”).
(c) The Company owns, controls, manages, maintains, hosts, licenses and designs an application to run on smartphones, tablet computers and/or other devices, through which the Service is made available (“Leep.App”).
(d) The websites to operate the Leep.App shall be https://www.leep.app/ and https://www.leep-app.com/, owned, controlled, managed, maintained, hosted, licensed and/or designed by the Company (“Websites”).
(e) These User Terms govern the access or use by you, an individual, from within Vietnam of the Leep.App, the Websites and the Service made available in Vietnam by the Company. In these User Terms, the words “including” and “include” mean “including, but not limited to.”
(f) Your access and use of the Service constitutes your agreement to be bound by these User Terms, which establishes a contractual relationship between you and the Company. If you do not agree to these Terms, you may not access or use the Service. These User Terms expressly supersede prior agreements or arrangements with you. The Company may immediately terminate these User Terms or the Service with respect to you, or generally cease offering or deny access to the Service or any portion thereof, at any time for any reason.
(g) The Company may amend these User Terms from time to time (without providing prior notice to the User). Amendments will be effective upon the Company’s posting of such updated User Terms at this location or the amended policies. Your continued access or use of the Service after such posting constitutes your consent to be bound by these User Terms, as amended.
(h) The Service constitutes a technology platform that enables the User to arrange and schedule fitness training service with a personal trainer or a fitness club (with its employed trainer) under agreement with the Company (“Trainer”). Unless otherwise agreed by the Company in a separate written agreement with you, the Service is made available solely for your personal, non-commercial use. You acknowledge and agree that the Company does not provide fitness training service, and that the Company is not a fitness training service provider. The Company only offers information and acts as a tool to connect Users seeking Trainers who can provide fitness training service.
(i) Subject to your compliance with these User Terms, the Company grants you a limited, non-exclusive, non-sublicensable, revocable, non- transferrable right to:
(i) access and use the Leep.App on your personal device solely in connection with your use of the Service; and
(ii) access and use any content, information and related materials that may be made available through the Service, in each case solely for your personal, non-commercial use.
(ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Leep.App, the Websites and the Service except as expressly permitted by the Company;
(iii) decompile, reverse engineer or disassemble the Leep.App, the Websites and the Service;
(iv) link to, mirror or frame any portion of the Leep.App, the Websites and the Service;
(v) ause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Leep.App, the Websites and the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service; or
(vi) attempt to gain unauthorized access to or impair any aspect of the Leep.App, the Websites and the Service or its related systems or networks.
(l) The Service and all rights therein are and shall remain the Companyʼs property. Neither these User Terms nor your use of the Service convey or grant to you any rights:
(i) in or related to the Service except for the limited right granted above; or
(ii) to use or reference in any manner the Company, or Leep.App’s name, logo, product and service names, trademarks or services marks.
YOUR USE OF THE SERVICE
(m) In order to use the Service, you must register for and maintain an active personal user Service account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to the Company certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Service or the Company’s termination of this agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by the Company in writing, you may only possess one Account.
(n) The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive the Service from the Trainer unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Service. You will not in your use of the Service cause nuisance, annoyance, inconvenience, or property damage, whether to the Trainer or any other party. In certain instances you may be asked to provide proof of identity to access or use the Service, and you agree that you may be denied access to or use of the Service if you refuse to provide proof of identity.
(o) As part of the Service, you will earn tokens issued by the Company known as “Fitcoins”. Fitcoins are virtual property which can be earned through the Leep.App as a reward for your activities on the platform i.e. purchasing the Service, creating content, wearable fitness tracking and other activities on the platform. Fitcoins can be used as discounts or to purchase the applicable service and applicable products which is specified from time to time on Leep.App or Websites. You further acknowledge and agree that Fitcoins and any service or product acquired by using Fitcoins have no monetary value and cannot be redeemed for cash. [ACS LEGAL: Please confirm if the concept of Fitcoins is correct/acceptable.]
(p) The Company may, in the Company’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to the Company through the Service textual, audio, and/or visual content and information, including commentary and feedback related to the Service, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to the Company, you grant the Company a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including
(i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant the Company the license to the User Content as set forth above; and
(ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor the Company’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by the Company in its sole discretion, whether or not such material may be protected by law. The Company may, but shall not be obligated to, review, monitor, or remove User Content, at the Company’s sole discretion and at any time and for any reason, without notice to you.
(r) You are responsible for obtaining the data network access necessary to use the Service. Your mobile network’s data and messaging rates and fees may apply if you access or use the Service from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Service and Applications and any updates thereto. The Company does not guarantee that the Service, or any portion thereof, will function on any particular hardware or devices. In addition, the Service may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
PAYMENT [ACS LEGAL: PLEASE CONFIRM IF PAYMENT STRUCTURE IS CORRECT.]
(s) You understand that use of the Service may result in charges to you for the fitness training service you receive from a Trainer (“Trainer Fee”). After you have selected the Trainer and the relevant package provided (which includes a number of training sessions with the Trainer), the Trainer Fee for such package will be set out on theLeep.App.
(t) Upon such selection set out in clause 5.1, the Trainer Fee shall be paid in full for by you by way of credit card to the Companyʼs bank account. As such, you hereby authorise the Company to use your credit card information to process payment of the Trainer Fee on your behalf to the Trainer.
(u) All Trainer Fees are due immediately and payment will be facilitated by the Company using the preferred payment method designated in your Account, after which the Company will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that the Company may, as the Trainerʼs limited payment collection agent, use a secondary payment method in your Account, if available.
(v) Payment of the Trainer Fee in such manner set out in clause 5.2 shall be considered the same as payment made directly by you to the Trainer. The Trainer Fee will be inclusive of applicable taxes where required by law. The Trainer Fee paid by you is final and non-refundable, unless otherwise determined by the Company.
(w) The Company shall transfer relevant portion of the Trainer Fee to the Trainerʼs bank account based on the following:
(i) after deduction of the relevant commission, which is the remuneration for the Service provided by the Company to the Trainer, at a percentage agreed between the Trainer and the Company;
(ii) calculated pro-rated based upon the number of fitness training sessions fulfilled and performed by the Trainer; and
(iii) after such calculations as set out in this clause 5.5, the relevant portion of the Trainer Fee shall be transferred to the Trainerʼs bank account no later than thirty (30) calendar days upon confirmation from you on the number of fitness training sessions having been fulfilled and performed to your satisfaction. [ACS Legal: As mentioned earlier, the User will have total control over the payment of the Trainer Fee, which may be an issue. See related comment below. Consider putting a time limit on this.]
Notwithstanding clause 5.4, if any part of the Trainer Fee is not paid out to the Trainerʼs bank account due to any reasons whatsoever, (which include, but not limited to dissatisfaction of the fitness training services by you and non-utilisation of the training sessions by you), the Company is not obliged to make payment of such relevant part of the Trainer Fee to the Trainers. In such an event, the Company may instead refund such relevant part of the Trainer Fee to the Client, if appropriate and at its own discretion. [ACS Legal: This has been drafted based on the Trainer Terms and has been left open-ended. Please consider the process, timing and how the refund will be calculated (i.e. will this be a full refund or full refund minus the commission to be received by the Company). Also consider the test that would be applied to determine such dissatisfaction, which will be difficult in practice.]
(x) The Trainer shall only start providing the fitness training service when the Company receives full payment of the Trainer Fee from you.
SHARING YOUR CONTENT AND INFORMATION
You own all of the User Content and information you post on the Leep.App and the Websites, in addition:
(i) for content that is covered by intellectual property rights, like photos, records, videos and all other relevant materials (“IP Content”), you have given the Company the following permission, to grant the Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to
removed content may persist in backup copies for a reasonable period of time (but will not be available to others).
(iii) when you publish any content or information on the Leep.App and the Websites, it means that you [are allowing everyone, including people off the Leep.App and the Websites], to access and use that information, and to associate it with you (which includes, but not limited to names, videos and profile pictures).
(iv) The Company always appreciates your feedback or other suggestions about the Service, the Leep.App and the Websites, but you understand that the Company may use your feedback or suggestions without any obligation to compensate you for them (just as you have no obligation to offer them).
DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNITY
(y) The Service is provided “as is” and “as available”. The Company disclaims all representations and warranties, express, implied, or statutory, not expressly set out in these User Terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In addition, the Company makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Service or any services or goods requested through the use of the Service, or that the Service will be uninterrupted or error-free. The Company does not guarantee the quality, suitability, safety or ability of the Trainer. You agree that the entire risk arising out of your use of the Service, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law.
(z) The Company shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the Service, even if the Company has been advised of the possibility of such damages. The Company shall not be liable for any damages, liability or losses arising out of:
(i) your use of or reliance on the Services or your inability to access or use the Services; or
(ii) any transaction or relationship between you and the Trainer, even if the Company has been advised of the possibility of such damages.
The Company shall not be liable for delay or failure in performance resulting from causes beyond the Company’s reasonable control. In no event shall the Company’s total liability to you in connection with the services for all damages, losses and causes of action exceed [five hundred United States
Dollars (US$ 500)]. [ACS Legal: Please confirm if acceptable.]
(aa) The Service may be used by you to request and schedule fitness training service with a Trainer, but you agree that the Company has no responsibility or liability to you related to the fitness training service provided to you by the Trainer. The limitations and disclaimer in this Clause 7 do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law.
(ab) You agree to indemnify and hold the Company and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with:
(i) your use of the Service or services or goods obtained through your use of the Service;
(ii) your breach or violation of any of these User Terms;
(iii) the Company’s use of your User Content; or
(iv) your violation of the rights of any third party, including the Trainer.
(ac) You may not assign these User Terms without the Company’s prior written approval. The Company may assign these User Terms without your consent to:
(i) a subsidiary or affiliate;
(ii) an acquirer of the Company’s equity, business or assets; or
(iii) a successor by merger.
(ad) Any purported assignment in violation of this clause shall be void. No joint venture, partnership, employment, or agency relationship exists between you, the Company or any third parties as a result of this agreement or use of the Service.
(ae) If any provision of these User Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under applicable law.
(af) The Company’s failure to enforce any right or provision in these User Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing.
(ag) The original English version of these User Terms may have been translated into other languages. The translated version of the English User Terms is a courtesy and office translation only and the User cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of these User Terms or in the event of a conflict, ambiguity, inconsistency or discrepancy between the English version and
GOVERNING LAW AND JURISDICTION
(ah) These User Terms and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of Viet Nam.
(ai) Any dispute arising out of or in connection with these User Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the arbitration rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The dispute shall be resolved by three arbitrators to be appointed with the SIAC rules and the language of the arbitration shall be in English. [ACS Legal: Please confirm if this clause is acceptable/sufficient. We understand that you may want to opt for the laws of Viet Nam. Please let us know. As always, since this is not to be governed by the laws of Vietnam, these User Terms need to be reviewed by the relevant lawyers of the choice of legal jurisdiction to ensure that these User Terms are in line with such laws.]