Partner Terms and Conditions

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Partner Terms and Conditions2020-01-24T01:12:07-08:00

Partner Terms and Conditions
(last updated Jan 23, 2020)
Social Fitness Network Inc. (“Social Fitness Network,” “we”, “us”, or “SFN”) is pleased to include you as a partner of the Social Fitness Network and a user of the Social Fitness Network suite of software at portal.socialfitnessnetwork.com (together with any websites, content, mobile applications, products or services owned or operated by SFN, collectively the “Website” or the “Platform”). Please read these Terms and Conditions (the “Terms”). These Terms are incorporated into any separate Partner Agreement between Partner (“Partner” or “you”) and Social Fitness Network (collectively with any other paperwork you may complete as part of the onboarding process, this “Agreement”). These Terms are also in addition to the Social Fitness Terms of Service found at https://joinsocialfitness.com/terms-of-service/. By signing the Partner Agreement or otherwise accepting these Terms by utilizing the Website, you agree to be bound by these Terms, which apply to all locations, classes and services you make available via the Social Fitness Network platform, unless otherwise communicated or agreed upon by Social Fitness Network. You understand and agree that the Partner Agreement and these Terms may be updated or amended by Social Fitness Network from time to time as set forth in Section 13 below.

  • 1. Services and Fees.
    • Fees. You may decide to charge third parties for your services by using the charging features available on the SFN Website. Social Fitness Network will collect payments owed to you by third parties as your limited payment collection agent and you agree that the receipt of such payments by Social Fitness Network satisfies the payer’s obligation to you. Pursuant to your agreement with SFN, the amounts collected for your services may be divided among one or more other entities, including you and SFN (“Split Payments”). Unless we indicate to you otherwise, you are responsible for Third Party Fees. “Third Party Fees” include any applicable fees, or any state or local fees, surcharges or taxes imposed on the provision of your services or SFN’s provision of the SFN Platform that SFN is required by law or agreement to collect and remit to third parties.
    • Payment Processing. Payment processing services are provided by Stripe and subject to the Stripe Connected Account Agreement (available at https://stripe.com/us/connect-account/legal), which includes the Stripe Services Agreement (available at https://stripe.com/us/legal) (collectively, the “Stripe Terms”). By using the SFN Platform to receive payment proceeds, you agree to be bound by the Stripe Terms, which may be modified from time to time. As a condition of SFN enabling payment processing services through Stripe, you authorize SFN to obtain all necessary access and perform all necessary activity on your Stripe Connected Account to facilitate your provision of services as contemplated by the Agreement and your relationship with SFN. You further agree to provide accurate and complete information about you and your business, and authorize SFN to share it and transaction information with Stripe for the purposes of facilitating of the payment processing services provided by Stripe. SFN reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion.
    • No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, SFN and its Affiliates may seek to generate additional demand for your services from new and existing third parties. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.
    • Availability of Services. Your classes or other services will be available for use by Social Fitness Network members after you are launched on our Website. You shall accord the same preferences and priorities to Social Fitness Network users as your other users. We continually update and test various aspects of the Social Fitness Network platform and may include or exclude you from these tests.
  • 2. EXCLUSIVITY & REPORTING.
    • Exclusivity. You agree not to participate in or launch any other services or arrangements that are similar in form and substance to those being provided to you pursuant to this Agreement
    • Reports & Payment Date. Split Payments will be paid to you periodically via Stripe Connect (but in no case later than 15 business days after the last day of the month). Payments are calculated by data contained in the Stripe dashboard and as such will be the final determinant of payment. You may reconcile the data in the Stripe dashboard to our payment and must bring to our attention any discrepancies within 30 days after the last day of the month in which there is a discrepancy.
    • Reconciliation. We have 90 days after each payment to you to make reconciliation adjustments. We may credit overpayments against any other payments due to you hereunder. In addition, you agree to provide us reasonable access during business hours to your books and records to confirm that our payments to you hereunder are correct.
    • Banking Authorization. You hereby acknowledge that our origination of all transactions must comply with provisions of U.S. law.
  • 3. MEMBER VISITS; FEES PAYABLE BY MEMBERS.
    Except as provided in the next sentence, you agree not to charge Social Fitness Network members for any fees associated with attending classes and services booked through our Website or by Social Fitness Network. The only charges which you may assess our members in connection with classes and services booked through our Website or by Social Fitness Network are equipment use or rental fees, and then only if such fees expressly have been disclosed to Social Fitness Network in advance. Partner may not charge Social Fitness Network members any fee that is not being charged to Partner’s existing and regular clients. We reserve the right to credit our members for any fees improperly assessed against them and then to apply such credits against payments otherwise due to you hereunder. In addition, Social Fitness Network has no responsibility for any payments that may be due to you from our members.
  • 4. TAXES.
    You are solely responsible for collecting/remitting local or state tax authorities any applicable taxes related to transactions herein.
  • 5. CUSTOMER DATA.
    • Use of Customer Data. If you have gained access to any Customer Data in connection with Social Fitness Network, such as through an integration with the Website, you agree not to process or use such Customer Data for any purpose other servicing Social Fitness Network members in accordance with any documented instructions of Social Fitness Network (“Permitted Purpose”). For clarity, you must not use it for any other purpose, including but not limited to: (i) marketing or sending communications via mail, email, or phone; (ii) analytics, and/or (iii) selling, disclosing or otherwise communicating Customer Data to any third party for monetary or other valuable consideration, and you agree to implement reasonable security procedures and practices to protect Customer Data from such unauthorized use, as well as from other unauthorized access, disclosure, use, loss, alteration, exfiltration, theft, and accidental or unlawful destruction (“Security Incident”). To use Customer Data for any purpose other than the Permitted Purpose, you must independently obtain consent directly from the customers and Social Fitness Network, and you must comply with applicable privacy and data protection laws. You are solely and exclusively responsible for ensuring that your collection, processing, and use of Customer Data complies with all requirements of applicable law and will be independently responsible under such law for any failures to do so. Nothing in the foregoing is intended to restrict your use of data that you collect independently and directly from a customer (rather than through Social Fitness Network or an integration with Social Fitness Network) in compliance with applicable law. “Customer Data” means any data which relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a former, current, or potential Social Fitness Network customer, or any information that may be derived from such data, including customer’s name, home, business or other physical address, email address, phone number, birthdate, information about class participation, customer tendencies, and financial transaction data.
    • Security. Upon becoming aware of any actual or suspected Security Incident relating to Customer Data or other Social Fitness Network confidential information, you shall: (i) inform Social Fitness Network immediately, (ii) take all such measures and actions as are necessary to remedy or mitigate the effects of the Security Incident, take all actions necessary to comply with applicable data protection law, and keep Social Fitness Network informed of all developments in connection with the Security Incident. You agree to cooperate with any investigation by Social Fitness Network, assist in mitigating damages, and bear expenses that Social Fitness Network incurs to comply with applicable laws arising from any Security Incident relating to Customer Data or other confidential information. You agree to remain fully liable for any breach of this Section 5 and/or applicable data protection law that is caused by an act or omission of your employees, agents, and/or third parties that gain access to Customer Data through you.
    • Targeting. You agree not to (i) target or offer promotions to Social Fitness Network customers (such as by sending emails), (ii) make any comparative references to Social Fitness Network, its services or pricing, and/or other partners’ or users’ participation in Social Fitness Network, and/or (iii) undercut Social Fitness Network pricing.
    • Further Documentation and Cooperation. You agree to execute any additional documentation and take any other further action that is or may become necessary to comply with applicable data protection law. You further agree to reasonably cooperate with Social Fitness Network in this regard if Social Fitness Network seeks your assistance.
  • 6. TERM AND TERMINATION.
    This Agreement will have an initial term of one year and will automatically renew for additional one‐year terms until such time as this Agreement is terminated. Partner may terminate this Agreement for any reason upon 90 days advance notice. Social Fitness Network may terminate this Agreement for any reason upon 30 days advance notice. During the period between the notice of termination and the effective date of termination, Partner (1) shall maintain, and not restrict, Social Fitness Network access to Partner’s reservation software and (2) shall not reduce the percentage of its inventory made available to Social Fitness Network by more than 50%. In addition, Social Fitness Network may terminate this Agreement or suspend your participation in the Social Fitness Network if you breach this Agreement or due to quality issues. Sections 2(d), 2(e), 3, 4, 5, 7, 10, 11, 12, 13 and this Section 6 will continue in full force and effect after any termination of this Agreement.
  • 7. INTELLECTUAL PROPERTY RIGHTS
    • Partner IP. During the term of this Agreement, and solely in connection with our promotion of your goods and services and Social Fitness Network, you grant Social Fitness Network a non-exclusive, worldwide, royalty free, paid‐up, right to use, modify, reproduce, publicly display, bid on, distribute, broadcast, transmit, stream, publish and publicly perform Partner IP and 3rd Party IP, in each case in all media or formats now known or hereinafter developed (the “License”), including without limitation for your Partner page, blog posts, emails, banner ads, search engine marketing. While Social Fitness Network’ use of the Partner IP or 3rd Party IP as contemplated by this License shall be within our discretion, you expressly retain the right to request that we use Partner IP or 3rd Party IP pursuant to any written guidelines that you provide to us. After any termination of this Agreement, we will use commercially reasonable efforts to remove Partner IP and 3rd Party IP from our Website and other marketing materials; however, we will be authorized to maintain Partner IP and 3rd Party IP to the extent reflected in blog entries, cached pages or in marketing materials where more than one Partner is referenced or which otherwise would not be commercially feasible for Social Fitness Network to remove and/or modify.
    • Social Fitness Network IP. During the term of this Agreement, you may use the Social Fitness Network name, logo and other Social Fitness Network IP specified by us in writing in select locations (e.g., on Partner’s website, at check in) solely in accordance with any marketing guidelines that we provide to you and subject to our right to withdraw or limit such permission at any time. Without our express written authorization (from an executive officer), you shall not otherwise use Social Fitness Network IP for any purpose. You agree not to disparage or otherwise denigrate Social Fitness Network and not to promote a competitive offering.
    • All rights to Partner IP and 3rd Party IP not expressly granted in this Agreement to us are reserved by you, and all rights to Social Fitness Network IP not expressly granted in this Agreement to you are reserved by us.
    • You shall not prepare any derivative work based on the Social Fitness Network IP or translate, reverse engineer, decompile or disassemble the Social Fitness Network IP. You acknowledge and agree that, as between the parties, Social Fitness Network owns all interest in and to Social Fitness Network IP. You further agree not to take any action to challenge or object to the validity of Social Fitness Network’s rights in the Social Fitness Network IP or Social Fitness Network’ ownership or registration thereof.
    • If you provide us with Feedback, you assign and agree to assign to Social Fitness Network and its affiliates all right, title, and interest in and to any intellectual property rights associated with such Feedback. You agree to provide Social Fitness Network such assistance as Social Fitness Network may reasonably require to document, perfect, or maintain Social Fitness Network’s rights in and to the Feedback.
    • Social Fitness Network shall have no liability to you, your employees, contractors, agents and its or their affiliates in respect of any reviews or comments posted by our members on our Website or otherwise.
    • Definitions. As used in this Agreement, “Social Fitness Network IP” means any intellectual property associated with our Website, Customer Data, Social Fitness Network trade names, logos, trademarks, domain names, social media identifiers, all data collected through or from our Website, all audiovisual content, video or audio recordings, photographs, graphics, artwork, text or any other content created by Social Fitness Network or at Social Fitness Network’ direction, or assigned to Social Fitness Network, and any materials, software, technology or tools used or provided by Social Fitness Network to promote the goods and services and conduct its business in connection therewith; “Feedback” means feedback, suggestions, reviews, modifications, data, images, text, or other information or content about our products or services or otherwise in connection with this Agreement, any Social Fitness Network IP, or your participation in this Agreement; “Partner IP” means Partner’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video or recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Partner; and “3rd Party IP” means any third party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video or recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Partner.
  • 8. REPRESENTATIONS.
    You represent and warrant that:

    • you have the right, power and authority to enter into this Agreement;
    • you are registered, to the extent required by applicable law, for sales and use tax collection purposes in all jurisdictions where the goods and/or services you make available to the Social Fitness Network platform will be provided;
    • you own all interest in and to the Partner IP and Feedback and have the right to grant us the License;
    • the Partner IP, 3rd Party IP and your goods and services (including the goods/services you make available to the Social Fitness Network platform) do not include any material that gives rise to civil liability or otherwise violates any law;
    • you and your employees, contractors and agents have had proper education and training and hold all required and up-to-date regulatory authorizations, licenses and certifications relating to any goods or services described in this Agreement;
    • you comply with all laws and regulations applicable to your business (including business licenses, insurance documents, etc.); and
    • your business information and Bank Account as provided pursuant to this Agreement are accurate and you are the authorized person to receive the funds sent by Social Fitness Network.
  • 9. INSURANCE.
    At your sole cost and expense, you shall have and maintain in force at least the following insurance coverage:
    Solely to the extent required by applicable law, Worker’s Compensation Insurance, including occupational illness or disease coverage, or other similar social insurance with a minimum limit of $100,000 per occurrence, accident or disease and $500,000 in the aggregate; and Commercial General Liability Insurance, including products, completed operations liability and personal injury, contractual liability and broad form property damage liability coverage for damages to any property with a minimum combined single limit of $1 million per occurrence and $2 million in the aggregate. Except as to any required Worker’s Compensation Insurance, the foregoing insurance coverage will be primary and non‐contributing with respect to any other insurance or self-insurance that may be maintained by any other party. Upon our request, you shall arrange for your insurers to issue certificates of insurance issued by an authorized representative of the insurer evidencing that the coverage and policy endorsements required pursuant to these Terms are maintained in force and that Social Fitness Network is named (endorsed) as an Additional Insured under all such policies (except as to Workers Compensation Insurance). The insurers selected by you each will have an A.M. Best & Co. rating of not less than A- or otherwise be acceptable to the Social Fitness Network.
  • 10. REMEDIES.
    We agree to indemnify you and hold you harmless for any breach by us of our obligations under this Agreement. You are solely responsible for, and to the maximum extent allowed under applicable law, shall release, defend and hold Social Fitness Network, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any Losses arising out of or relating to any of the following: (a) any breach by you of this Agreement, or of your representations and warranties hereunder (including misuse of Customer Data); (b) your sales, use, or similar state or local tax obligations arising in connection with this Agreement; (c) claims arising out of or relating to goods and services provided by Partner or any of its affiliates, or as to any of its or their facilities, including but not limited to, any claims for false advertising, personal injury, death, or property damages. We maintain the right to control our own defense and to choose and appoint our own defense counsel, regardless of the presence or absence of a conflict of interest between the parties. Your duty to defend us includes the duty to pay our reasonable defense fees and costs. In addition to any other rights or remedies set forth herein, we may offset any amounts due or payable by you pursuant to this Agreement against any amounts due or payable by us pursuant to this Agreement.
  • 11. CONFIDENTIALITY
    You agree not to disclose the terms described in this Agreement or any non-public information that we may share with you from time to time (such as business or product development plans) to any party (other than your employees, parent entity, shareholders, attorneys and accountants on a strict need-to-know basis, provided that you have taken reasonable precautions to preserve the confidentiality of the information made available to such parties). In the event of a breach of Section 5 or this Section 11, we will be entitled to injunctive relief and specific performance, and any other relief allowed under applicable law (including monetary damages, if appropriate) without any requirement to post a bond. Social Fitness Network confidential information includes data, reports and other information we may provide to you from time to time about the fitness industry, your location(s), classes and/or other services. Such information is provided for informational purposes only.
  • 12. LIMITATION OF LIABILITY.
    In no event shall Social Fitness Network be liable or obligated to you or any third party for any special, incidental, exemplary, consequential, punitive, or indirect damages in advance. In addition, Social Fitness Network shall have no liability to you in connection with any acts or omissions of its members, their guests or any other third parties. Except in respect of an intentional violation by us of our obligations under section 7, Social Fitness Network’ sole and complete liability to partner for any claims arising out of or relating to this agreement is limited to payment of the unpaid fees due to partner pursuant to section 2. This limitation of liability applies to the maximum extent permitted by applicable law and notwithstanding the failure of any limited remedy.
  • 13. MISCELLANEOUS.
    • Relationship of the Parties. Social Fitness Network and Partner are independent contractors. Nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, or an agency relationship between the parties and neither party has the authority, without the other party’s prior written approval, to bind or commit the other in any way.
    • Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. Social Fitness Network may amend the Agreement (including the Partner Agreement and/or the Terms) at any time without advance notice or consent. The most recent version of the Terms will be available in the Partner dashboard. Partner agrees that this notification method constitutes adequate notice to inform Partner of any amendments to the Agreement and Partner further agrees to be bound by any such amendments immediately upon such notification, or in accordance with such other time frame that may be communicated by Social Fitness Network. If this Agreement is terminated promptly upon such notification because Partner does not agree to a material change in a material term of the Agreement then Social Fitness Network will continue to honor the terms in effect prior to such amendment for the duration of the applicable termination period. This Agreement may not otherwise be amended or modified except by mutual agreement of authorized representatives of the parties in writing.
    • Assignment. You will not transfer or assign your rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of an authorized signatory of Social Fitness Network. We are authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to you or to terminate this Agreement in the event of any of the foregoing.
    • Severability. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected.
    • NO REPRESENTATIONS. Except as expressly stated in this agreement, neither party makes any representations or warranties, express nor implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Social Fitness Network does not warrant or guarantee that the services offered on or through our website will be uninterrupted or error-free or that any partner offering will result in any revenue or profit for partner.
    • Governing Law; Jurisdiction; Waiver. This Agreement shall be governed by the laws of the State of California, without regard to its conflict or choice of law principles. Partner for disputes arising out of or relating to this Agreement shall be limited to a federal or state court located within Santa Clara County, California. Each Party submits to the jurisdiction of such courts. You hereby waive any right to a jury trial and agree that any proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
    • Notices. You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Except as explicitly stated otherwise, legal notices will be served, with respect to Social Fitness Network, at Social Fitness Network Inc., 1239 Reamwood Ave, Sunnyvale, CA 94089, Attention: Legal Department, and, with respect to you, to the email address you provide to us during the registration process (or to any new email address as to which you notify us pursuant to this Section 13(g)). Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process (or to any new address as to which you notify us pursuant to this Section 13(g)). Any notice delivered by physical mail will be deemed given the earlier of delivery or three days after the date of mailing.
    • Headings, Captions & Definitions. The headings and captions in this Agreement are for convenience of reference only and shall in no way modify, or affect the meaning or construction of, any of the terms or provisions hereof. The terms defined herein shall apply equally to both the singular and plural forms and to the correlative forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. “Person” (whether or not capitalized) means any natural person, corporation, company, partnership, limited liability company, joint venture, trust, association, sole proprietorship or other entity. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. “Losses” means claims, lawsuits, investigations, penalties, damages, losses or expenses (including reasonable attorney’s fees). The word “or” is not exclusive. All references to “days” shall be to calendar days and all references to “months” shall be to calendar months, unless otherwise specified.