Terms & Conditions

Find our Privacy Policy here

Find the End user license agreement here

Appilates - Studio Terms & Conditions

 

  1. Introduction
    • By accessing the Platform, you consent to be bound by these terms of use, which together with our Privacy Policy, form a binding agreement between you and us. If you do not agree with these terms, do not access the Platform.
    • If you are accessing the Platform on behalf of a Studio, you confirm that you have the authority to act on behalf of that entity.
    • From time to time we may need to make changes to this Agreement. We will notify you of any changes to this Agreement by posting them on the Website or by emailing you, and you agree by continuing to access or use the Platform and the Service to be bound by the updated terms and conditions.
  2. Definitions and interpretation
    • In this Agreement, unless the context otherwise requires:

Account means an account registered by a Studio on the Platform, which enables the Studio (and its Authorised Users) to use the Service.

Agreement means these Studio terms of use and our Privacy Policy (as amended by us from time to time).

App means the Appilates website and mobile applications through which End Users can access your Session(s).

Authorised User means any of the personnel of the Studio’s organisation that the Studio has authorised to access and use the Service on its behalf, which must not exceed the number of administrators/editors and viewers specified in the Service plan you have subscribed for.

Confidential Information means all written and oral information provided by either party to the other (and, in the case of us to any Authorised User) or to which the other party (including in the case of the Studio, its Authorised Users) gain access.  It is acknowledged and agreed that all information regarding the Service is our Confidential Information.

Data Privacy Laws means the privacy laws that either you or we are legally obliged to comply with, including the New Zealand Privacy Act 2020.

End Users means all persons who register to access your Session(s) via the App.

Fees means the annual subscription fees (and any other costs) payable by you to us for the Service plan you have subscribed for, as specified on the Website or as otherwise notified by us from time to time throughout the term of this Agreement.

Our Content means all website designs, data, information, recommendations, audio, video, test, photographs, graphics, other images and logos made available by (or on behalf of) us within the Platform, for use by you in connection with the Service.

Personal Information means information about an identifiable individual, or an individual whose identity can be reasonably ascertained from that information.

Platform means the Appilates platform accessed via the Website or the App, on which you can access the Service and create Sessions.

Privacy Policy means our privacy policy in place from time to time on our Website at https://www.appilates.app/About/Privacy.

Security Incident means any unauthorised or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to Personal Information.

Session means each Pilates or exercise session, class plan or programme created by you, or us and offered to End Users using the Service.

Service means access to the package, features and support described in the Appilates plan subscribed for by you when you register an Account on the Platform.  

Software means the Appilates software and other third party software used by us to provide the Platform and the Service.

Studio, you and your means the person or entity that registers to access and use the Service (whether on a trial or paid basis) and in whose name the Account is created.

Studio Content means any and all data that you or your Authorised Users input into the Platform or otherwise make available to us in connection with the Service or this Agreement (including information provided to you by End Users via the Service), but for clarity, excludes any of Our Content and each Session.

Support Services means the onboarding and support services described in the Appilates plan subscribed for by you.

Term has the meaning given to it in clause 3.1.

We, us or our means Appilates Limited.

Website means https://appilates.app or such other site as notified by us from time to time.

  1. Term
    • This Agreement will be in effect from the date on which you register your Account and first access the Platform and will remain in effect until terminated in accordance with this Agreement (Term).
  2. Service
    • Subject to compliance by you with this Agreement we grant to you a non-exclusive, non-transferable and non-assignable right, during the Term, for you to access and use the Service (and share each completed Session with End Users via the App) in accordance with (and subject to) this Agreement andthe scope and limitations of the Service plan you have subscribed for.
    • If you wish to access and use the Service, you must become a registered user and activate an Account on the Platform. You shall be liable for all action taken by any person that has obtained access to your Account (whether they have authorised such access or otherwise) and agree to notify us immediately of any unauthorised use of your Account or other breach of privacy or security.
    • You warrant that all information supplied by you and your Authorised Users to us for the purposes of Account registration and accessing and using the Platform and the Service (including all Studio Content) is accurate, complete and up to date. You acknowledge that the Service (and the success of your Sessions) depend on the entry by you and your Authorised Users of accurate, complete and up to date Studio Content.
  3. Sessions
    • You acknowledge and agree that we take no part in and have no responsibility for, or liability in respect of, any Session (including any acts or omissions of, or damage or injury caused by or to, any End User or any Studio personnel, owners, contractors or any other person associated with the Studio), and you agree that:
      • all communications and transactions between you (and your Authorised Users) and an End User directly or via the App (including as part of any Session) will be undertaken by you and the relevant End User entirely at your own risk;
      • we have no responsibility for, and no liability in respect of, the conduct of, or any act or omission of, any End User.
    • We make no warranties or representations in any way whatsoever in respect of:
      • any Session performed (or not performed, as the case may be) for an End User; or
      • any payment made (or not made, as the case may be) for any Session by an End User.
    • Any dispute or claim relating to a Session will be a matter for resolution between you and the relevant End User. You will indemnify us for any loss, liability, cost or claim that we suffer or incur arising out of any Session or any claim by an End User relating to Session.
    • You agree to:
      • act reasonably and in good faith in connection with all Sessions;
      • undertake all Sessions (and correspondence with End Users) in a professional, timely and diligent manner and otherwise in accordance with good industry practice and all applicable laws;
      • ensure that any terms of trade that you enter into with an End User for a Session are not inconsistent with these terms and comply with applicable laws;
      • comply with all terms of trade that you enter into with End Users regarding a Session; and
      • comply with all applicable laws in connection with your dealings with End Users and in creating and developing each Session.
  1. Authorised Users
    • You are responsible for keeping all access information, including email addresses and log-on credentials, secret and secure. Without limiting the foregoing, you agree:
      • not to disclose and to ensure that Authorised Users do not disclose their user name or log-on credentials to any other person;
      • to ensure that none of your Authorised Users (or any other person under your control) attempts to gain unauthorised access to the Platform, including but without limitation, through hacking or password mining;
      • to inform us immediately of any known or suspected unauthorised access to and use of your Account, the Platform or any third party content; and
      • you have sole responsibility for setting the administration privileges of each Authorised User and for monitoring whether those privileges are being adhered to.
    • You must notify each Authorised User of the terms of this Agreement and ensure that each of them strictly comply with these terms. You shall be responsible (and liable) for any failure of any Authorised User to comply with the terms of this Agreement (as if it were a breach by you of this Agreement).
  2. Restrictions on access and use
    • In respect of your (and your Authorised Users’) access to and use of the Platform and Service you will comply (and will ensure your Authorised Users comply) with, all user documentation, applicable laws and instructions and policies notified by us from time to time.
    • You must not (and must ensure your Authorised Users do not):
      • use the Platform or Service other than as permitted by the Service plan you have subscribed for;
      • use the Platform or Service for any unauthorised, fraudulent or discriminatory purposes, or in a way that may breach any law or cause harm to an individual;
      • distribute through the Platform or include in any Session any attachments, data, images, content or files that: (i) may result in an End User suffering psychological or physical harm or distress; (ii) infringe on any copyright, patent, trade secret, trademark or other third party proprietary rights of any person; (iii) violate the privacy of any individual; (iv) violate any law, statute, ordinance or regulation; (v) are defamatory, inappropriate, libellous or obscene; or (vi) contain viruses, trojan horses, worms, time bombs, or similar harmful programming routines;
      • modify, translate, reverse engineer, decompile, disassemble or create derivative works of the Platform, Our Content, Sessions or any Software (or any part of them) or otherwise attempt to: (i) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Platform or Software (or any part of them), including, without limitation, any such mechanism used to restrict or control the functionality of the Platform; or (ii) derive the source code or the underlying ideas, algorithms, structure or organisation form of the Platform or Software (or any part of them); or
      • use the Platform and the Service in a manner that may damage, disable, overburden or impair either the Platform or the networks connected to it.
    • Your access to the Platform and Service may be terminated or suspended at any time by us (with or without notice) if we lose our right to access and use any of Our Content or if we consider that your continued access to the Platform or the Service may expose us to potential liability or reputational damage, or may place us in breach of any law or any third party right or contract.
    • We may (but are not obliged to) remove any Session you have shared on the App at any time (with or without notice) where we consider that continued access to such Session by any person may expose an End User to psychological or physical harm or distress, us to potential liability or reputational damage, or may place us in breach of any law (including any health and safety or privacy laws) or any third party right or contract.
    • We may remove from the Platform any content or data that may expose us to potential liability or reputational damage or may place us in breach of any law or any third party right or contract.
    • We may also suspend access to the Platform at any time for such time as is necessary to carry out maintenance. We will endeavour to provide you with reasonable prior notice of any such suspension.
  3. Ownership
    • Title and associated intellectual property rights in:
      • the Studio Content remains your (or, as applicable, your Authorised User’s or third party licensor’s) property. However, you grant to us a licence to access, use and disclose your Studio Content for the purposes of maintaining your Account, providing you with access to the Platform and the Services and otherwise exercising our rights under thisAgreement, enhancing and developing the Platform and communicating with you about the Platform, Sessions and any other matters that may be of interest.We may also disclose your Studio Content (including Personal Information) in connection with a proposed purchase or acquisition of our business or assets, where required by an applicable law or any court, or in response to a request by a legitimate law enforcement agency;
      • each Session you create (but excluding any of Our Content incorporated into such Session), shall become your property upon creation. You will have control over how your Session is shared via the Platform and, subject to the Service plan you are on, whether it is unlisted (i.e. can only be shared by way of a private link) or publicly listed; and
      • all of Our Content remains our (or our third-party licensors or suppliers) property. However, we grant to you a non-exclusive licence to use any of Our Content incorporated in your Session(s) to the extent necessary to create and share your Session(s) in the manner anticipated by this Agreement and the Service plan you have subscribed for.
    • Subject only to your rights in the Studio Content (as specified in clause 1(a)), your Sessions (as specified in clause 8.1(b)), any of Our Content (as specified in clause 8.1(c)) and the licence granted to you in clause 4.1:
      • the Website, Platform, App, Software and Our Content are protected by copyright and other interests and are proprietary and confidential to us (or our third party licensors and/or suppliers); and
      • all rights, title and interest in and to the Website, Platform, App, Software and Our Content, including associated intellectual property rights, are and will remain vested in us or our third party licensors or suppliers (as applicable).
    • Beyond the rights expressly granted in this Agreement, nothing contained in this Agreement confers on you any right or interest in, or licence or permit to use, any of the Website, Platform, App, Software or Our Content.
    • If you (or any of your Authorised Users or End Users) provide us with ideas, comments, contributions or suggestions relating to the Website, App, Service, Our Content or Session(s) (feedback):
      • we may use or disclose the feedback for any purpose; and
      • all rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us.
  1. Studio Content
    • You grant to us a non-exclusive royalty free world-wide and irrevocable licence permitting us to copy, anonymize, aggregate, process and display Studio Content and Sessions to derive anonymous statistical and usage data, and data about the Platform, the Service and your Sessions and use of them, provided such data cannot be used to identify your Authorised Users or any other individual (Anonymous Data). We may combine or incorporate such Anonymous Data with or into other similar data and information available, derived or obtained from other clients, licensees, users or otherwise (when so combined or incorporated, referred to as Aggregate Data). We will be the owners of all rights, title and interest in and to the Anonymous Data and Aggregate Data.
    • You warrant and represent that:
      • you have the right to grant the rights in clause 1 in respect of all Studio Content and Sessions, and to input the Studio Content into the Platform in the manner anticipated by the Agreement and the Service; and
      • use of the Studio Content and/or Sessions by us, you or any Authorised User or End User in the manner anticipated by this Agreement, the Platform and the App will not breach any laws or the rights of any person (including the privacy or intellectual property rights of any person).
    • You are solely responsible for maintaining a copy of all Studio Content. We do not make any guarantee around loss or corruption of any Studio Content or Session(s) and, as such, we expressly exclude any liability for any loss or corruption of any Studio Content or Session(s), other than when such loss or corruption results from our negligence.
  2. Support
    • We will provide you with the Support Services (the cost of which shall be as specified in the details of the Service plan you have subscribed for).
    • If you wish to request additional Support Services from us at any time throughout the Term and we agree to provide such additional services, we will provide such additional Support Services to you on a time and materials basis (at the rates notified by us to you at the time of your request).
  3. Fees
    • In consideration of your (and your Authorised Users’) use of the Service, you will pay us the Fees (together with any other costs and expenses payable by you under this Agreement).
    • Our Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. If we are required to pay or collect any goods and services or value-added tax on any fees charged under this Agreement, then such taxes and/or duties will be billed to and paid by you.
    • We may increase the Fees at any time and will provide notification on the Website or by email to you of such Fee increase no less than 30 days prior to such increase becoming effective. If you do not agree to any such Fee increase, you may terminate this Agreement on notice to us (as soon as possible following notification from us) and such termination will be effective on the date on which such increased Fees become effective.
    • If you exceed the limitations of the Service plan you have subscribed for in any month, we may require you to upgrade to the correct Service plan or suspend your account and the hosting of your Session(s).
  4. Payment of Fees
    • The Fees are payable in advance on either a monthly or annual basis, as detailed in Service plan you have subscribed for. Continuation of the Service is strictly subject to payment by you of the Fees in accordance with this clause 12. 
    • If you default in payment of any amount payable under this Agreement, we may:
      • suspend your access to the Platform until such time as you have made payment in full of all amounts due and owing under this Agreement;
      • charge interest on the unpaid amount from the due date until the date of actual payment at 10% per annum, compounded monthly until paid; and
      • charge you all costs incurred by us in connection with the recovery of the unpaid amounts, including the charges from debt recovery services and legal fees on a solicitor and own client basis.
  1. Free trial
    • We may offer you a free trial of the Platform. Any free trial offered by us will commence on the day that we make the trial service available to you and will end on the last day of the trial period specified on the Website. You may not register for (or allow any other person to register on your behalf for) any more than one free trial of the Platform. If it is determined that you have directly or indirectly obtained access to more than one free trial, we will charge you the relevant fees applicable to the Service provided during your additional trial(s).
    • At the end of a trial period, we will disable your access to the Platform (and will remove your Studio Content and Session(s) from the Platform), unless you become a registered user of the Platform on a paid basis. The Website, Platform, App and Service are supplied on an “as is, where is” basis during any trial period, and as such any warranties given by us in these terms of service do not apply.
  2. Warranties
    • We will use our commercially reasonable efforts to ensure that the Service is accessible by you and your Authorised Users in accordance with this Agreement.
    • In the event of any breach of clause 1 or any other term, condition or warranty that we are unable to exclude by law, your sole remedy will be (at our option) the resupply of the non-conforming Service within a commercially reasonable time or a refund of the Fees paid by you for such non-conforming Service.
    • We do not represent that the Website, Platform, App and Service, or the Session(s) you create, will be error-free or will satisfy your requirements.
    • Our obligation in clause 1 is in lieu of all other warranties in respect of the Website, Platform, App, Service and Session(s). To the maximum extent permitted under applicable law, all other warranties, condition and representations, whether express, implied or verbal, statutory or otherwise, and whether arising under this Agreement or otherwise, are excluded (including, without limitation, the implied warranties of merchantability, non-infringement and fitness for a particular purpose).
    • To the extent permitted by law, we specifically exclude any liability for Our Content, including any AI-enabled recommendations made by us or the App, Website, Platform or Service. If you receive any such recommendations, it is your responsibility to ensure those recommendations are appropriate for acting upon or disclosing to End Users.
    • You agree the Service is acquired for the purposes of a business, and as such, the guarantees provided under the New Zealand Consumer Guarantees Act 1993 do not apply.
  3. Liability
    • To the extent we do become liable to you in connection with this Agreement, then all claims by you against us are limited in aggregate to the Fees paid by you in the first year of the term of this Agreement, unless such liability has arisen as a sole and direct result of our gross negligence, wilful misconduct or fraud.
    • You will indemnify us for any loss, damage or costs incurred by us from any claim by a third party (including any End User), where the relevant claim arises from (i) your (or any of your Authorised Users or personnel) unauthorised use of the Platform or Our Content; or (ii) the use by any End User of your Session(s), including any harm or distress suffered by or to an End User as a consequence of their use of your Session.
    • Except as specified in clause 2, under no circumstances will either you or we (or any of our third party licensors or suppliers), or any of their directors, officers or employees, be liable, whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability for any direct or indirect loss of profits, loss of revenue, loss of data (including any Studio Content or Session(s)), loss of anticipated savings; or for any indirect, special or consequential loss whatsoever.
  4. Privacy
    • We collect and process the Personal Information of your Authorised Users when you (or your Authorised Users, as applicable) access or use the Website and/or the Platform. We may also collect certain information about the performance of the Website and the Platform and your (and your Authorised Users’) use of them.
    • Our access to and use of all such Personal Information is governed by our Privacy Policy. By agreeing to this Agreement, you agree to the way we handle your (and your Authorised Users’) Personal Information, as specified in (and anticipated by) this Agreement.
    • You must comply with all Data Privacy Laws in connection with your collection, use and disclosure of any Personal Information of any person. You will not (and will ensure your Authorised Users do not) use the Services: (i) to collect Personal Information about third parties other than as anticipated by the Service; or (ii) in a way that violates (or may be considered inconsistent with) the privacy, rights or civil liberties of any person (including in a way that prevents the exercise of them).
    • You warrant that you have obtained all necessary consents and approvals from all individuals (including End Users where you collect Personal Information via feedback or response forms associated with your Session) to ensure that we are able to lawfully process all Personal Information of such persons in the manner specified in (and anticipated by) this Agreement.
    • You warrant that you will not collect Personal information directly from End Users (for example, via feedback or response forms associated with your Session) other than for a lawful purpose notified to the relevant End User. Any such collection or use of Personal Information will be undertaken strictly in accordance with your privacy policy and applicable Data Privacy Laws.
    • You:
      • are responsible for your secure use of the Platform, including securing (and ensuring your Authorised Users keep secure) your account authentication credentials, protecting the security of Personal Information when in transit to and from the Service and taking any appropriate steps to securely encrypt or backup any Personal Information uploaded to the Platform; and
      • will, upon becoming aware of a Security incident, or any other breach, or suspected breach, of your security safeguards, notify us without undue delay and shall provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by us.
  1. Confidentiality
    • Unless otherwise consented in writing by one party to the other, each party will maintain the confidentiality of all Confidential Information of the other obtained pursuant to this Agreement.The provisions of clause 1 do not apply to any information which:
      • is public knowledge other than due to a breach of this clause 1;
      • is received from a third party who is in lawful receipt of the information and is able to disclose it to the recipient without restriction;
      • is required by law to be disclosed; or
      • in the case of us, is necessary for us to disclose in order to provide the Service.
  1. Termination and suspension
    • Either party may terminate this Agreement on no less than 30 days written notice to the other party.
    • We may immediately by notice in writing to you, terminate this Agreement (or, in our discretion, suspend your access to the Platform) where:
      • you fail to comply with any term of this Agreement and do not remedy the breach within 10 days of receiving notice of the breach from us;
      • you fail to comply with a material term of this Agreement (as determined by us, acting reasonably);
      • you (or any of your Authorised Users or personnel) breach, or attempt to breach, any of our security protocols or systems on the Website, App or the Platform, or access (or attempt to access) an account that does not belong to you;
      • you (or any of your Authorised Users or personnel) breach, or attempt to breach, any of our security protocols or systems on the Website, Platform or the App, or access (or attempt to access) an account that does not belong to you;
      • there is an appointment of any type of insolvency administrator in respect of your affairs.
    • You may immediately, by notice in writing to us, terminate this Agreement where:
      • we fail to comply with any material term of this Agreement and do not remedy the breach within 10 days of receiving notice of the breach from you; or
      • there is an appointment of any type of insolvency administrator in respect of our business.
    • Upon termination of this Agreement (for any reason):
      • you must immediately cease (and ensure all Authorised Users’ cease) to access the Platform;
      • you acknowledge and agree no Fees paid in advance which relate to the period following termination, if any, will be refunded to you where this Agreement has been terminated by us pursuant to clause 2;
      • all of your Sessions and Studio Content, other than Anonymous Data or Aggregate Data, may be deleted from the Platform if your Account with us has been cancelled or suspended for a prolonged period of time, except where retention of certain data by us is required for legal compliance reasons;
      • any termination will be without prejudice to any prior breaches by us or by you (or any of your Authorised Users) of this Agreement; and
      • any provision of this Agreement intended to survive termination shall survive.
  1. Third party websites
    • The App, the Website and the Platform may contain links to other websites or resources over which we do not have control (External Websites). Such links do not constitute an endorsement by us of those External Websites.  You acknowledge that we are providing these links to you as a convenience, and you further agree that we are not responsible for the content of any External Websites.  Your (and your Authorised Users’) use of the External Websites is entirely at your own risk and is subject to the terms and conditions of use and privacy policies located on the External Websites.
  2. Force majeure
    • Neither party shall be liable for any delay or failure to fulfil its obligations under this Agreement arising directly or indirectly from any circumstance beyond the reasonable control of the affected party (including, without limitation, acts of God, flood, earthquake, storm, fire, epidemic, pandemic, war, embargoes, riot or civil disturbance), provided that the affected party shall notify the other party as soon as practicable of the events and use its reasonable endeavours to continue to perform its obligations and mitigate the effects of the event.
  3. Disputes
    • Where any dispute arises between you and us in respect of this Agreement or the Service, you (or your representative) and we must first use all reasonable endeavours to negotiate in good faith in an attempt to resolve the dispute amicably, before commencing any mediation, arbitration or court proceedings relating to a question or dispute relating to this Agreement or the Service.
    • If an End User wishes to raise a dispute or complaint with regarding your Session, and is unable to contact you directly, we may provide your details to the relevant End User to enable them to contact with you regarding the dispute or complaint. You consent to us providing your details to an End User in these circumstances.
  4. Apple and Google
    • For the purposes of this clause 22:

Apple means Apple Inc and other companies within its group.

Apple Store means the store/platform operated by Apple making the App available to iOS devices.

Google means Alphabet Inc and other companies within its group.

Google Store means the store/platform operated by Google making the App available to Android devices.

  • You acknowledge and agree that where the App is downloaded from the Apple Store:
    • your rights to install and use the App are subject to these this Agreement and the relevant terms in the Apple Store terms of service;
    • Apple is not responsible for the App in any way, including for any maintenance or support of the App;
    • to the maximum extent permitted by law, Apple has no warranty obligations with respect to the App;
    • we (and not Apple) are responsible for addressing any claims by you or a third party in connection with the App (including any claims by a third party that the App breaches that person’s intellectual property rights); and
    • though this agreement is entered into between us and you, Apple, as a third party beneficiary under this agreement, will have the right to enforce this Agreement against you.
  • You acknowledge and agree that where the App is downloaded from the Google Store:
    • your rights to install and use the App are subject to this Agreement and the relevant terms in the Google Store terms of service;
    • Google is not responsible for the App in any way, including any maintenance or support of the App; and
    • we (and not Google) are responsible for addressing any claims by you or a third party in connection with the App (including any claims by a third party that the App breaches that person’s intellectual property rights).
  • For the benefit of each of us, Apple and Google, you represent and warrant that you are not, and will not, be located in any country that is the subject of a US Government embargo or that has been designated by the US Government as a “terrorist supporting” country and that you are not listed on any US Government list of prohibited or restricted parties.
  1. General
    • Any problems that occur whilst accessing the Website, the Platform or App (or any other correspondence with us) should be notified in writing to https://www.appilates.app/Contact as soon as possible.
    • Any notices to be provided by us to you pursuant to this Agreement shall be made by either posting such notice on the Website or the Platform, or by emailing you at the email address you supplied to during the Account registration process.
    • This Agreement is personal to you and you will not license, assign, resell, share, pledge, rent or transfer any of your rights under this Agreement or any part of them without our prior written consent.
    • This Agreement and the supply of the Service will be governed by New Zealand law and you agree to submit to the exclusive jurisdiction of the New Zealand courts in respect of any disputes or claims arising out of or in connection with this Agreement and/or the Service.
    • If any provision of this Agreement is determined to be illegal, invalid or otherwise unenforceable, then to the extent, it shall be severed and deleted from these terms and the remaining terms shall survive and continue to be binding and enforceable.
    • This Agreement constitutes the entire agreement between the parties with respect to the Platform and the Service and your use of them.