LYFE partner Terms of Service
Last Update 14th May, 2021
Thank you for choosing LYFE for your business. When you use our products and services you’re agreeing to our terms, so please read these Terms of Service carefully as they contain important information regarding your legal rights and obligations. Certain capitalised words below are defined in Section 17 (Definitions).
LYFE provides online business management software services designed specifically for businesses in the wellness industry (“Software Service”). You can access our Software Service via the client login page on our Websites and through our Apps.
These Terms of Service (“Agreement”) apply to any use of and access to the Services by you and your Affiliates. By accessing or using the Services (or enabling an Affiliate to access or use the Services), you are indicating that you have read this Agreement and agree to be bound by its terms. If you do not agree with all of the terms of this Agreement, you may not access or use any Services.
This Agreement is effective (“Effective Date”) on the earlier of (a) the date you accept this Agreement by clicking an “I Agree” button or otherwise indicate that you accept this Agreement (including through an Order Form), or (b) the date you (or an Affiliate) first access or use the Services.
1. General Terms
1.1 - Agreement. This Agreement is a binding legal agreement between you and LYFE of Sophron Health LTD (“LYFE”, “we”, “us” or “our”). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to “you” and “your” in this Agreement are referring to that entity. You and LYFE are also sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
This Agreement applies to any use of the Services, whether in connection with a paid subscription or a freemium use.
To the extent that LYFE processes Your Data originating from the United Kingdom, or with respect to Personal Information (defined within the Privacy Annex) that is processed on behalf of you which relates to residents of the UK, the terms of the Privacy Annex apply between the Parties.
1.2 - Changes to the Agreement. We may, in our sole discretion, make changes to this Agreement from time to time. Any changes we make will become effective when we post a modified version of the Agreement, as may be updated by LYFE from time to time, and we agree the changes will not be retroactive. If we make any material changes to the Agreement, we’ll also notify you within the Software Service or by sending you an email. If you continue using the Services after any changes, it means you have accepted them. If you do not agree to any changes, you must stop using the Services, and you can terminate your account by emailing email@example.com. It is your obligation to ensure that you read, understand and agree to the latest version of the Agreement. The legend at the top of the Agreement indicates when it was last changed.
1.3 - Supplemental Terms. Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. If this Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to the service with which it applies.
2. Account Set-up & Documentation.
2.1 - Bank Account Information. As part of the on-boarding process, you will be given access to our on-line payment system to provide your bank account information (“Bank Account”). Once your Bank Account has been verified, we will make payments to you hereunder by electronic transfer to your Bank Account. You are responsible for updating our on-line payment system as to any changes in your Bank Account.
2.3 - Availability. Your classes or other services will be available for view by LYFE members after you are launched on our Website and app. We continually update and test various aspects of the LYFE platform and may include or exclude you from these tests.
2.4 - Partner’s LYFE Page. We will send you a link to login to your Partner Dashboard. The LYFE design team will review your page, confirm that all photos and design comply with LYFE brand requirements, and will provide feedback.
3.1 - Software Services
LYFE’s Software Services to you as Partner, include
Our consumer-facing mobile application (“LYFE App”),
Our consumer-facing website (“www.thelyfeclub.co.uk”),
Our online business management software products (“Software Service”),
Our social media pages,
HTML-formatted email messages that we send to you that link to this LYFE,
and any other products and services offered through any other venues, websites and mobile applications that direct you to this LYFE.
Collectively the “LYFE Services”.
The LYFE App features include Business Listing, Discount Promotion, and Digital Content Creation Capacity). These are collectively referred to as ‘’LYFE Features’’).
Business Listing. As Partner you will be able to list your business on the LYFE app and/or other LYFE platforms. This can be actioned through your Partner Dashboard. The listing includes the ability to upload a variety of information pertaining to your business (e.g. website, menu, class timetables, logos, images etc).
Discount Promotion. As Partner, you will be able to upload discounted offers for your goods and services. Offers can be of any nature (e.g. 2 for 1, 30% off etc). The time period for which the offer is valid can be specified along with other terms and conditions. Offers can be added or deleted from your Partner Dashboard as and when required.
Digital Content Creation Capacity. As Partner, you will be able to make video, written, audio, livestream and/or other digital content (collectively, “Digital Content”) available through the app.
3.2 - Access and Service Levels. LYFE will make the Services to which you have subscribed available to you, subject to the terms and conditions of this Agreement.
3.3 - Changes to Services. Notwithstanding Section 2.1.1, in addition to our rights set forth in Section 8.4, we reserve the right to suspend any Services (a) in connection with a Force Majeure event (as described in Section 16.16), (b) if we believe any malicious software is being used in connection with your account, or (c) during planned downtime. In addition, we reserve the right to change, suspend or discontinue any features, components or functions of the Services at any time. If we make any material changes to the Software Service, we’ll notify you within the Software Service or by sending you an email. Notwithstanding the above, we have no obligation to update or enhance any Services or to produce or release new versions of any Services.
3.4 - Third Party Offerings. Although the Services may allow you to access or use Third Party Offerings, they are not “Services” under this Agreement and are not subject to any of the warranties, service commitments or other obligations with respect to Services hereunder. The availability of any Third Party Offerings through the Services does not imply LYFE’s endorsement of or affiliation with the provider. LYFE does not control Third Party Offerings and will have no liability to you or Affiliates in connection with any Third Party Offerings. LYFE has no obligation to monitor or maintain Third Party Offerings, and may disable or restrict access to any Third Party Offerings at any time. By using or enabling any Third Party Offering, you are expressly permitting LYFE to disclose Your Data or other information to the extent necessary to utilise the Third Party Offering. Your use of third party offerings is at your own risk and is subject to any additional terms, conditions and policies applicable to such third party offerings (such as terms of service or privacy policies of the providers of such third party offerings).
3.5 - Support Services. As part of the Services you will have access to LYFE’s standard support services described at https://supportthelyfeclub.com/standard-support-services as may be updated by LYFE from time to time.
3.6 - Free, Trial and Beta Services. LYFE may in its sole discretion offer free, trial or beta Services at no charge. LYFE may discontinue any free, trial or beta Services or your ability to use such Services at any time, with or without notice and without any further obligations to you. Without limiting the generality of the foregoing, free Services that have not been accessed or used for 12 consecutive months may be terminated by us. LYFE will have no liability for any harm or damages suffered by you or any third party in connection with any free, trial or beta Services.
4.1 - Digital Content. LYFE may enable partners to make video, written, audio, livestream and/or other digital content (collectively, “Digital Content”) available through the app. You grant LYFE and its affiliates all rights needed to use the Digital Content and associated intellectual property (including to modify, reproduce, publicly display, distribute, broadcast, transmit, stream, publish, publicly perform, record, transfer, and sublicense it) worldwide in all applicable media and formats currently existing or hereinafter developed (including LYFE’s platform and applicable third parties’ streaming, conferencing, and hosting services).
4.2 - Representations. You represent, warrant, and covenant that (i) you have and will maintain all rights needed from all applicable third parties, including streaming and conferencing services, Digital Content rightsholders and contributors, such as photographers, videographers, instructors, and actors, and owners of musical compositions and sound recordings, for you, LYFE, and applicable third parties to lawfully use the Digital Content; (ii) no action or payment is or will be needed from LYFE to lawfully use the Digital Content; (iii) your Digital Content does not and will not contain any material that is illegal, hateful, obscene, unsafe, harmful, or otherwise inappropriate; and (iv) you will take measures needed to respect users’ privacy and rights, including adequately explaining the default settings of any streaming or conferencing system you use. You agree to indemnify, defend, and hold harmless LYFE and its officers, directors, employees, and affiliates from and against and Losses arising out of or relating to the Digital Content (and LYFE’s use or nonuse thereof) or Partner’s breach of this Section (Digital).
4.3 - Miscellaneous. Partner will determine the categorisation of the Digital Content; verified by LYFE. LYFE will determine the placement, layout and presentation of the Digital Content. Partner agrees to comply with LYFE’s guidelines (e.g., regarding creation and formatting – available in LYFE’s “Content Creation” document sent to Partners upon successful sign up) in order to facilitate featuring the Digital Content. LYFE is not obligated to use or store all or any portion of Digital Content. Nothing in this Section (Digital) limits LYFE’s rights under other sections of the Terms.
5. Your Responsibilities
5.1 - Liability for Affiliates and End Users. You are responsible for all activity occurring under or relating to your account, including, but not limited to, your staff, employees, consultants, advisors, independent contractors, and End Users. You will ensure that your Affiliates and End Users comply with relevant provisions of this Agreement, including any Supplemental Terms and acceptable use policies provided or made available by LYFE, and any applicable local, state, national and foreign laws, including those related to data privacy and transmission of personal data, at all times while using the Services. Any reference in this Agreement to your “access” or “use” of Services (or similar phrase) is deemed to include access or use, as appropriate, by Affiliates and/or End Users, and any act or omission of an Affiliate or End User that does not comply with this Agreement will be deemed a breach of this Agreement by you. You are also responsible for ensuring that you have the appropriate rights to interact and/or contact End Users through the Services, as applicable, in accordance with applicable laws and regulations.
5.2 - Data; Unauthorised Access; Maintaining Networks. You will: (a) have sole responsibility for the accuracy and quality of Your Data and for ensuring that your collection and use of Your Data complies with applicable laws, including those related to data privacy and transmission of personal data; (b) prevent unauthorised access to, or use of, the Services, and notify LYFE promptly of any unauthorised access or use; and (c) have sole responsibility for obtaining, maintaining and paying for any hardware, telecommunications, Internet and other services needed to use the Services.
5.3 - Restrictions on Use. You and your Affiliates and End Users will not: (i) submit any infringing, obscene, defamatory, threatening, or otherwise unlawful or tortious material to the Services, including material that violates privacy rights; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (iii) attempt to gain access to the Services or related systems or networks in a manner not permitted by this Agreement; (iv) post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or programs; (v) restrict or inhibit any other person or entity from using the Services; (vi) remove any copyright, trademark or other proprietary rights notice from the Services; (vii) frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service; (viii) systematically download and store Services content; or (ix) use the Services to send unsolicited electronic messages (aka spamming); or (x) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services. Notwithstanding subsection (x) above, and subject to compliance with any instructions posted in the robots.txt file located in the root directory of any Website, LYFE grants to the operators of public search engines permission to use spiders to copy materials from the Websites for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. LYFE reserves the right to revoke these permissions at any time and without notice.
5.4 - User Names and Passwords. LYFE may reject or require that you change any user name or password under your account. User names and passwords are for internal business use only and may not be shared with any third party, including any competitor of LYFE. You, and not LYFE, are responsible for any use or misuse of user names or passwords associated with your account.
6. Payments, Exclusivity & Reporting
6.1 - Exclusivity. You agree not to participate in or launch any other services or arrangements (whether direct-to-consumer or business-to-business) that are similar in form and substance to those, which you are agreeing to with us pursuant to this Agreement (e.g., variety package deal, alternative fitness Partner subscription offerings, multi-Partner package programs). However, nothing in the prior sentence shall be interpreted as restricting your ability to run promotions on a “deal site” where your goods and services are sold directly to the consumer at a discount.
6.2 - Fraud. In no event will Partner be entitled to earn payments for (and if paid, LYFE will be entitled to reimbursement for) Free Content. In no event will Partner be entitled to earn payments for anything else in cases of Partner’s Fraud, bad faith, or other misconduct in LYFE’s determination.
7. Data Ownership and Use
7.1 - Your Data. As between you and LYFE you own all right, title and interest in Your Data. You hereby grant to LYFE a nonexclusive, worldwide, assignable, sublicensable, fully paid-up and royalty-free license and right to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use Your Data for the purposes of providing, improving and developing LYFE’s or its affiliates’ products and services and/or complementary products and services of our partners. You represent and warrant to LYFE that you have all rights necessary to grant the licenses in this Section 6.1, and that your provision and use of Your Data through and in connection with the Services does not violate any applicable laws or rights of any third party.
7.2 - LYFE Data. Notwithstanding Section 6.1, all right, title and interest in any data or information collected by LYFE independently and without access to, reference to or use of any of Your Data, including, without limitation, any data or information LYFE obtains about End Users through the LYFE App (whether the same as Your Data or otherwise), will be solely owned by LYFE (collectively, “LYFE Data”).
7.3 - Aggregated Data. You agree LYFE owns all Aggregated Data. You also agree that nothing in this Agreement will prohibit LYFE or its affiliates from utilising Aggregated Data for any purpose, provided such Aggregated Data does not reveal any personally identifying information about you or any End Users or is reasonably linkable to any End User or household.
7.5 - Protection and Security. During the Subscription Term, LYFE will maintain administrative, physical and technical safeguards designed for the protection and integrity of Your Data as detailed in the LYFE Security Policy.
7.6 - Unauthorised Disclosure. If either Party believes that there has been a disclosure of Your Data in a manner not authorised under this Agreement, such Party will promptly notify the other Party. Additionally, each Party will reasonably assist the other Party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted by such unauthorised disclosure.
7.7 - Data-Related Disputes. You are solely responsible for resolving disputes regarding ownership or access to Your Data, including those involving any current or former owners, co-owners, employees, Affiliates (former or current), or contractors of your business. You acknowledge and agree that LYFE has no obligation whatsoever to resolve or intervene in such disputes.
7.8 - Use of Customer Data. If you have gained access to any Customer Data in connection with LYFE, you agree not to process or use such Customer Data for any purpose other than processing discounted offers (“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 unauthorised use, as well as from other unauthorised 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 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 LYFE or an integration with LYFE) 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 LYFE 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.
7.9 - Security. Upon becoming aware of any actual or suspected Security Incident relating to Customer Data or other LYFE confidential information, you shall: (i) inform LYFE immediately;, (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 LYFE informed of all developments in connection with the Security Incident. You agree to cooperate with any investigation by LYFE, assist in mitigating damages, and bear expenses that LYFE 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.
7.10 - Targeting. You agree not to (i) target or offer promotions to LYFE customers (such as by sending emails) unless such promotions are also available in the same manner and to the same extent as they are available to all of your direct customers, (ii) make any comparative references to LYFE, its services or pricing, and/or other partners’ or users’ participation in LYFE, and/or (iii) undercut LYFE pricing.
7.11 - 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 LYFE in this regard if LYFE seeks your assistance.
8. Intellectual Property Rights
8.1 - Partner IP. During the term of this Agreement, and solely in connection with our promotion of your goods and services and LYFE, you grant LYFE 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 LYFE’s 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 authorised 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 LYFE to remove and/or modify.
8.2 - LYFE IP. During the term of this Agreement, you may use the LYFE name, logo and other LYFE 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 authorisation (from an executive officer), you shall not otherwise use LYFE IP for any purpose. You agree not to disparage or otherwise denigrate LYFE and not to promote a competitive offering.
8.3 - 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 LYFE IP not expressly granted in this Agreement to you are reserved by us.
8.4 - You shall not prepare any derivative work based on the LYFE IP or translate, reverse engineer, decompile or disassemble the LYFE IP. You acknowledge and agree that, as between the parties, LYFE owns all interest in and to LYFE IP. You further agree not to take any action to challenge or object to the validity of LYFE’s rights in the LYFE IP or LYFE’ ownership or registration thereof.
8.5 - If you provide us with Feedback, you assign and agree to assign to LYFE and its affiliates all right, title, and interest in and to any intellectual property rights associated with such Feedback. You agree to provide LYFE such assistance as LYFE may reasonably require to document, perfect, or maintain LYFE’s rights in and to the Feedback.
8.6 - LYFE 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.
8.7 - Definitions. As used in this Agreement, “LYFE IP” means any intellectual property associated with our Website, Customer Data, LYFE 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 (including motion graphics), artwork, text or any other content created by LYFE or at LYFE’s direction, or assigned to LYFE, and any materials, software, technology or tools used or provided by LYFE 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 LYFE 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, authorised or approved for use by Partner including Digital Content (as defined below) and Feedback; 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, authorised or approved for use by Partner.
9. Intellectual Property Rights
9.1 - LYFE Intellectual Property. LYFE or its affiliates own all right, title and interest in and to the Services, the LYFE Data and Aggregated Data, including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under this Agreement, LYFE and its affiliates reserve all rights, title and interest in and to the Services, the LYFE Data and Aggregated Data, including, without limitation, all related intellectual property rights. As between you and LYFE, all LYFE Marks are owned by LYFE or its affiliates. You agree not to display or use any LYFE Marks in any manner without LYFE’s express prior written permission. Any trademarks, service marks and logos associated with a Third Party Offering may be the property of the third party provider, and you should consult with their trademark guidelines before using any of their marks.
9.2 - License Grant to You. Subject to the terms and conditions of this Agreement, LYFE hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license and right to use the Services set forth in an Order Form, during the Subscription Term and solely for your internal business purposes. You will not: (a) modify, copy or create any derivative works based on the Services; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services available to any third party, other than to Affiliates and End Users as permitted herein; (c) reverse engineer or decompile any portion of the Services, including but not limited to, any software utilised by LYFE in the provision of the Services; (d) access or use (or allow a third party to access or use) the Services for competitive analysis or to build any competing products or services; (e) copy any features, functions, integrations, interfaces or graphics of the Services; or (f) otherwise use or exploit the Services in any manner not expressly permitted by this Agreement.
9.3 - License Grant to LYFE. You hereby grant to LYFE and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to (a) modify, copy, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by you, Affiliates or End Users relating to the Services or LYFE’s or its affiliates’ business(es); and (b) to use your business name(s), trademarks, service marks, logos or any publicly available images (collectively, “Your Marks”) in connection with: (x) providing the Services, (y) for marketing and promotional purposes in connection with LYFE’s business, and (z) for Marketing Services. LYFE agrees that any use by LYFE of any of Your Marks will inure solely to the benefit and goodwill of your business. Other than those rights specifically granted to LYFE or its affiliates herein, all right, title and interest in and to Your Marks are expressly reserved by you.
10. Intellectual Property Policy
10.1 - LYFE respects the intellectual property rights of others and will investigate and respond to notices of alleged infringement that are properly submitted in accordance with our Intellectual Property Policy, as may be updated by LYFE from time to time. Any data or information submitted to the Services is subject to our Intellectual Property Policy.
11.1 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 where the goods and/or services you make available to the LYFE 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 LYFE 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 authorisations, 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 authorised person to receive the funds sent by LYFE.
You will, at your own cost, maintain the necessary insurance policies which you are required to by any applicable law or by a competent regulator to maintain (the “Required Insurances”).
You will not by act or omission cause the Required Insurances to become void or voidable or prejudice any person’s entitlement under them. You will not by act or omission entitle any insurer to refuse to pay any claim or reduce payment of any claim under any of the Required Insurances.
You will ensure that all premiums for the Required Insurances are paid in accordance with the terms of the Required Insurances.
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 indemnify, release, defend and hold LYFE, 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 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 legal representatives, 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.
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. LYFE confidential information includes data, reports and other information we may provide to you from time to time about the health and wellness industry, your location(s), classes and/or other services. Such information is provided for informational purposes only.
12. Term & 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. LYFE 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 their Business Listing, Discount Promotions, and Digital Content. In addition, LYFE may terminate this Agreement or suspend your participation in the LYFE network if you breach this Agreement, due to quality issues, or in LYFE' discretion in the event of a force majeure occurrence or an occurrence beyond LYFE' control. Sections 2(d), 2(e), 3, 4, 5, 7, 10, 11, 12, 13, 14 and this Section 6 will continue in full force and effect after any termination of this Agreement.
You agree to indemnify, defend, and hold harmless the LYFE Parties from and against any and all third party claims alleged or asserted against any of them, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising from or relating to: (a) any actual or alleged breach by you, an Affiliate or End User of any provisions of this Agreement; (b) any access to or use of the Services by you, an Affiliate or End User; (c) any actual or alleged violation by you, an Affiliate or End User of the intellectual property, privacy or other rights of a third party; and (d) any dispute between you and another party regarding ownership of or access to Your Data.
14. Limitation of Liability
In no event shall LYFE be liable or obligated to you or any third party for any special, incidental, exemplary, consequential, punitive, or indirect damages. In addition, LYFE 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, LYFE’ 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.
15. Limitations and Exclusions of Liability
15.1 - LYFE expressly disclaims any and all liability and will not be responsible for any damages or loss caused, or alleged to be caused, by the transmission of cardholder data prior to its encryption and receipt by server(s) owned or controlled by LYFE. The excluded damages will include, without limitation, damages resulting from fraud, embezzlement, theft, identity theft, or invasion of privacy.
To the maximum extent permitted by law, in no event will the LYFE Parties aggregate liability, collectively, for all claims arising out of or related to this agreement, whether in contract, tort or otherwise, exceed the subscription fees actually paid by you during the twelve (12) month period immediately preceding the date of the incident or £100 (GBP), whichever is greater. Currently subscription fees for Liverpool Partners stands at £0/year. All limitations of liability of any kind (including in this section and elsewhere in this agreement) apply with respect to both LYFE and the LYFE parties.
In no event will any LYFE parties have any liability for any indirect, special, incidental, consequential or punitive damages, however caused, or for any lost profits, loss of use, data or opportunities, cost of data reconstruction, cost or procurement of substitute goods or services, whether in contract, tort or otherwise, arising out of, or in any way connected with the services or third party offerings, including but not limited to the use or inability to use the services, any interruption, inaccuracy, error or omission, even if LYFE, its licensors or subcontractors have been previously advised of the possibility of such loss or damages.
The foregoing exclusions or limitations may not apply to the extent prohibited by applicable law.
16.1 - Relationship of the Parties. LYFE 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.
16.2 - 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. LYFE 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 LYFE. 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 LYFE 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 authorised representatives of the parties in writing.
16.3 - 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 authorised signatory of LYFE. We are authorised to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganisation 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.
16.4 - 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.
16.5 - 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. LYFE 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.
16.6 - Governing Law; Jurisdiction. This Agreement shall be governed by the laws of England and Wales.
16.7 - 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 in English, with respect to LYFE, at Sophron Health LTD, 72 Langdale Road, Wavertree, Liverpool, L15 3LB 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. 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. Any notice delivered by physical mail will be deemed given the earlier of delivery or three days after the date of mailing.
16.8 - 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. The English language version of these Terms and this Agreement shall prevail if there is a conflict. “Person” (whether or not capitalised) 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.
16.9 - Governing Law. This Agreement will be governed by and interpreted in accordance with the UK law.
16.10 - Mandatory Informal Dispute Resolution. If you have any dispute with LYFE arising out of or relating to this Agreement, you agree to notify LYFE in writing with a brief, written description of the dispute and your contact information, and LYFE will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.
16.11 - Arbitration Agreement. All disputes arising out of or related to this agreement or any aspect of the relationship between you and LYFE, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, that are not resolved pursuant to section 14.2 above will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court. You agree that any arbitration under this agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action.
16.12 - Entire Agreement. This Agreement, together with any Order Forms and any terms and policies that are incorporated into this Agreement by reference (including by reference to a URL), constitute the entire agreement and supersede any prior agreements between you and LYFE with respect to the subject matter hereof. In the event of a conflict between an Order Form and this Agreement, the Order Form will control. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals or representations, written or oral, between LYFE, on the one hand, and you or any Affiliate, on the other hand.
16.13 - Waiver and Severability. No waiver of any provision of this Agreement by LYFE will be effective unless in writing and signed by LYFE. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
16.14 - Assignment. You may not assign, delegate or transfer this Agreement in whole or in part, without LYFE’s prior written consent. LYFE may assign, transfer or sublicense any or all of LYFE’s rights or obligations under this Agreement without restriction.
16.15 - Notices. Any notices provided by LYFE under this Agreement may be delivered to you within the Services or to the email address(es) we have on file for your account. You hereby consent to receive notice from LYFE through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to LYFE under this Agreement must be delivered via first class registered UK mail, overnight courier, to LYFE.
16.16 - Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving LYFE’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
16.17 - Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
16.18 - Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and LYFE.
For the purposes of this Agreement, the following capitalised terms will have the meanings set forth for each of them below:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you, and that has been designated to receive Services under this Agreement. “Control” for purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, franchise agreement or other contractual arrangement. “Affiliate” also includes any of your business locations and any Franchisees that have been designated to receive Services under this Agreement.
“Aggregated Data” means anonymised, de-identified, or aggregated data derived by or through the operation of the Services that is created by or on behalf of LYFE in compliance with applicable laws and that does not reveal any personally identifying information about you or any End Users or is reasonably linkable to any End User or household.
“API” means LYFE’s application programming interface, as may be updated by LYFE from time to time, and any subsequent application programming interfaces that are developed and made available by LYFE to interact with or otherwise be used in connection with the Services.
“Apps” means any mobile applications through which LYFE makes the Software Service available, including, but not limited to, the LYFE business app and the LYFE branded mobile app. “Apps” excludes the LYFE App.
“Cardholder Data” means credit card numbers, expiration dates, billing addresses, and cardholder names as entered by End Users and you. Cardholder Data is a subset of End User Data.
"Confidential Information" means (a) any software utilised by LYFE in the provision of the Services and its respective source code; (b) each Party’s business or technical information, including but not limited to the Documentation, information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (c) any special pricing or other non-standard terms agreed to by the Parties in an Order Form or other separate written document.
“Documentation" means online user guides, documentation, and help and training materials, as may be updated by LYFE from time to time, accessible at the applicable Website(s), and any other materials provided by LYFE as part of the Services.
“End User” means a business or individual that schedules or purchases products or services from you through the Services, that you market to, communicate with, or target through the Services, or that otherwise interacts with you through the Services, or that you authorise to use the Services in connection with your business.
“End User Data” means all data, information or other material about an End User that you, an Affiliate or End User provides or submits to the Services. End User Data may include Cardholder Data and such portions of Your Data that relates to specific End Users.
“LYFE APP” means https://LYFE.io/ (or such other URL as specified by LYFE), as may be updated by LYFE from time to time as well as the consumer-facing, downloadable mobile app made available by LYFE and known as the “LYFE App” (and its successor products), which allows consumers to use their mobile devices to find, book and pay for the services of participating LYFE subscribing businesses.
“LYFE Marks” means all service marks, logos and product and service names used, applied for, registered, or otherwise owned by LYFE and its affiliates.
“Order Form” means a separate ordering document, invoice, online form, or other documentation that specifies the Services ordered or purchased hereunder, the applicable Software Fees (or if the Services are free), and other terms as agreed to between the Parties. If an Order Form indicates that any Affiliates or Franchisees will be receiving Services hereunder, each of them will be bound by the terms of this Agreement as if they were an original party hereto.
“Services” means the Software Services.
“Software Service” is defined in the Introduction.
“Third Party Offerings” means any third party products, applications, websites, implementations or services, including loyalty programs, that the Services link to, or that interoperate with or are used in conjunction with the Services.
“Website” means https://www.thelyfeclub.co.uk (or such other URLs as specified by LYFE), as may be updated by LYFE from time to time and any other websites through which LYFE makes the Software Service available.
“Your Data” means any data, information or material provided or submitted or made available by you and Affiliates to the Services. Your Data may include End User Data and Cardholder Data (and your or their representative’s data), but excludes Aggregated Data.
18. Supplemental Terms
18.1 - Liverpool Health Partners. As a business operating within the Liverpool City Region, LYFE offers you, as Partner, full access to LYFE Services free of charge for the term period stated.