Striive Terms of Use

The Striive Service (the “Service” as define below) is provided by InGym Limited, trading as Striive (“Striive”).  

These Terms are binding on any use of the Service and apply to You from the time that Striive provides You with access to the Service.

The Service will evolve over time based on our constant desire to improve features and usability. The Service will also change in response to user feedback which we will collate and review on the basis of ‘greater good’. Striive reserves the right to change these terms at any time, effective upon the posting of modified terms on the Website and Striive will make efforts to communicate these changes to You via email or notification via the Service. It is likely the terms of use will need to change over time. It is Your obligation to ensure that You have read and understood the most recent terms available here on the Website. These Terms were last updated on: 18th May 2021.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

1 Definitions

"Account"

means a user account through which You can access the Service.

"Agreement"

means these Terms of Use.

"Access Fee"

means the monthly fee (excluding any taxes and duties) payable by You for a Paid Plan, as listed on the Website from time to time.

"Business Day"

means a day other than a Saturday or a Sunday or a public holiday in England and Wales.

"Confidential Information"

includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

"Controller", "data subject", "personal data", "process", "processor" and "supervisory authority"

shall have the meanings set out in the GDPR.

"Data"

means any data inputted by You or with Your authority into the Service or Website.

"Data Protection Laws"

means the Data Protection Act 2018 and the General Data Protection Regulation 27 (Regulation (EU) 2016/679) as retained under UK law (“UK GDPR”), in each case as amended, replaced or updated from time to time and together with any subordinate or related legislation made under any of the foregoing.

"Intellectual Property Right"

means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"InGym" or "Striive"

means InGym Limited and all current and future subsidiaries of InGym Limited.

"Invited User"

means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.

"Paid Plan"

means either the Sessions, Classes or Everything plan, as further described on the Website (which Striive may change from time to time on notice to You).

"Referral"

means any person or entity who is introduced to Striive by a Subscriber.

"Referral Bonus"

means a reward (e.g. a free month of a Paid Plan) for referring a new Subscriber to the Service, or for being referred to the Service by an existing Subscriber, as further described in clause 8 and as may be more specifically described on the Website from time to time.

"Service"

means the online client and schedule management service made available (as may be changed or updated from time to time by Striive) via the Website.

"Subscriber"

means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

"Website"

means the Internet site at the domain striive.co or any other site operated by Striive.

"You"

means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.

2 Use of Service

  1. Striive grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.
  2. In order to access and use the Service, You will need to set up an Account on the Website.
  3. The Service is designed so that you can use Stripe to receive payments from Invited Users in connection with the operation of your business. However, this means that in order to fully use the Service You will need to have a valid a Stripe account. You can access Stripe via Your Account portal and in setting up and using Your Stripe account You acknowledge that You will have a direct contractual relationship with Stripe, for which Striive will not be responsible or liable in any way.
  4. Striive staff will not have access to Your Stripe account, but the Service will maintain a programmatic connection in order to reconcile monies You receive with payments that are due to You from Invited Users. In consideration of such reconciliation activity, Striive will automatically deduct from each payment You receive from an Invited User a fee equal to the greater of 0.5% of such payment amount or £0.01.

3 Your Obligations

  1. You will be required to pay the Access Fee plus any applicable taxes (such as VAT) on a monthly basis, starting from the date You upgrade Your Striive account to a Paid Plan (“Relevant Date”). A receipt for the Access Fee plus any applicable taxes will be issued to You each month that we have taken receipt of payment.
  2. If a payment of the Access Fee is not made by the Relevant Date:
    1. we will notify you, and Stripe (our payment provider) will seek to recharge this amount for up to 10 days following the Relevant Date; and
    2. we may suspend access to your Account and/or the Service.
  3. Striive may increase or decrease the Annual Fees from time to time, with such changes being effective upon the posting of modified Annual Fees on the Website. Striive will make efforts (although will not be obliged) to communicate these changes to You via email or notification via the Service.
  4. You must only use the Service and Website:
    1. for Your own lawful internal business purposes; or
    2. on behalf of others in order to provide services to others, but if You do so you must ensure that You are authorised to do so as further described at clause 6.1 below (and that all persons for whom or to whom services are provided by You, comply with and accept all terms of this Agreement that apply to You),

    in each case inaccordance with these Terms and any notice sent by Striive or any conditionposted on the Website.

  5. You must ensure that all passwords required to access the Service are kept secure and confidential. You must immediately notify Striive of any unauthorised use of Your passwords or any other breach of security. In such circumstances Striive may reset Your passwords and You must take all other actions that Striive reasonably deems necessary to maintain or enhance the security of Striive’s computing systems and networks and Your access to the Services.
  6. As a condition of these Terms, when accessing and using the Service, You must:
    1. not attempt to undermine the security or integrity of Striive's computing systems or networks or, where the Service is hosted by a third party, that third party's computing systems and networks;
    2. not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;
    3. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access;
    4. not transmit, or input into the Service or Website, any: files that may damage any other person's computing devices or software; content that may be offensive; material or Data in violation of any law; or content which infringes any third party Intellectual Property Rights; and
    5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Service, or any computer programs used to deliver the Service or to operate the Website except as is strictly necessary to use either of them for normal operation.

4 Confidentiality

  1. Unless the relevant party has the prior written consent of the other or unless required to do so by law:
    1. each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person (other than its employees or professional advisors), or use the same for its own benefit, other than as contemplated by these Terms, save that the parties are not prohibited from disclosing Confidential Information in connection with the proceedings of any court of competent jurisdiction or otherwise by force of law, or regulation having the force of law, or the rules of any regulatory authority; and
    2. the provisions of this clause 4 shall not apply to any information which:
      1. is or becomes public knowledge other than by a breach of this clause.
      2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure.
      3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
      4. is independently developed without access to the Confidential Information.

5 Intellectual Property

  1. Title to, and ownership of all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain the property of Striive (or its licensors).
  2. Title to, and all Intellectual Property Rights in, the Data remains Your property. However, Your access to the Data is contingent on full payment of the Striive Access Fee when due. You grant Striive a licence to use, copy, transmit, store, and back-up Your Data for the purposes of enabling You to access and use the Service and for any other purpose related to provision of the Service to You.
  3. You must maintain copies of all Data input into the Service. Striive adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Striive expressly excludes liability for any loss of Data no matter how caused.

6 Warranties and Acknowledgements

  1. You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
  2. You acknowledge that:
    1. You are authorised to use the Service and the Website and to access the Data that You input into the Service or Website, including any Data input into the Service or Website by any Invited User. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Service (whether that information and Data is Your own or that of anyone else);
    2. Striive has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Service or access the Website on behalf of or for the benefit of anyone other than Yourself (whether a body corporate or otherwise) You agree that:
      1. You are responsible for ensuring that You have the right to do so;
      2. You are responsible for authorising any person who is given access to Data, and you agree that Striive has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address;
      3. You will indemnify Striive against any claims or loss relating to;
        1. Striive's refusal to provide any person access to Data (including in accordance with these Terms);
        2. Striive's making available Data to any person with Your authorisation;
      4. the provision of, access to, and use of, the Service is on an "as is" basis and at Your own risk;
      5. Striive does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. Striive is not in any way responsible for any such interference or prevention of Your access or use of the Service;
      6. Striive is not your business or financial adviser and use of the Service does not constitute the receipt of advice with respect to the running of your business. If You have any business questions, please contact a qualified third party; and
      7. it is your sole responsibility to determine that the Service meets the needs of Your business and are suitable for the purposes for which they are used.

7 Limitation of Liability

  1. To the maximum extent permitted by law, Striive excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss of information, Data, profits or savings resulting, directly or indirectly, from or in connection with any use of, or reliance on, the Service or Website, or any indirect or consequential loss more generally.
  2. Any claim by You against Striive will be limited in respect of any one incident, or series of connected incidents, to:
    1. if you have had an Account for at least 12 months, the total Access Fees paid by You in the previous 12 months; or
    2. if you have had an Account for less than 12 months, a sum equal to the Access Fees paid by you in the most recent calendar month multiplied by 12.
  3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 10.
  4. Notwithstanding the rest of clause 7, Striive’s liability shall not be limited or excluded by any provision of thisAgreement to the extent prohibited or limited by law and in particular nothing in this Agreement shall exclude or limit liability:
    1. for death or personal injury caused by negligence to the extent prohibited by law;
    2. for fraudulent misrepresentation or other fraud

8 Referrals

  1. Striive offers a referral programme to every Subscriber, intended to act as an incentive for Subscribers to promote the Striive Service, rewarding them for their endorsement:
    1. every Striive Subscriber is allocated a unique referral URL upon signing up to the Service. This URL can be shared with friends and colleagues of the Subscriber;
    2. if a person uses a referral link to visit the Service, and within 14 days they themselves become a Subscriber, a referral record will be created linking themselves to the referring Subscriber; and
    3. if a person uses multiple referral links to visit the Service, the most recent link will be used to track their referral.
  2. A referred Subscriber receives a Referral Bonus in the following circumstances:
    1. the referred Subscriber signs up to a Paid Plan (information is provided about how to enrol onto a Paid Plan under the 'Your subscription' screen within the Service);
    2. confirmation of the referred Subscriber’s entitlement to a Referral Bonus will be provided upon the referred Subscriber’s commitment to a Paid Plan; and
    3. upon receipt of such confirmation, a referred Subscriber shall be entitled to a Referral Bonus. For example if a Referral Bonus is a 100% discount on the first monthly Access Fee payment of a Paid Plan, this will be indicated as a payment of £0 within the Service.
  3. A referring Subscriber will earn a Referral Bonus in the following circumstances:
    1. a referred Subscriber signs up to a Paid Plan;
    2. upon receipt of such confirmation, a referring Subscriber shall be entitled to a Referral Bonus.
    3. confirmation of the referring Subscriber’s entitlement to a Referral Bonus will be provided upon the referred Subscriber’s first monthly payment for a Paid Plan having cleared (a “Successful Referral”); and

9 Data Processing

  1. In the event Striive processes personal data on Your behalf in the course of performing its obligations under this Agreement, the parties agree that, for the purposes of the Data Protection Laws, You shall be the controller and Striive shall be the processor. Striive may also be a controller in its own right in respect of personal data it processes in connection with the operation of its business.
  2. To the extent Striive is acting as a processor on Your behalf, the subject-matter, nature and purpose of the processing is to allow Striive to provide the Service to You, the  duration of the processing is for so long as You have an Account, the type of personal data includes name, address, contact details, health and wellbeing data, exercise history and any other information You upload to Your Account and the categories of data subjects shall be You and Your Invited Users.
  3. Striive, to the extent it is acting as processor in respect of such personal data, agrees to:
    1. process the personal data on documented instructions from You;
    2. ensure that Striive’s staff who are authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
    3. taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, as well as the risk of the varying likelihood and severity of rights and freedoms of natural persons, in relation to the  personal data, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk including considering those measures referred to in Article 32 of the UK GDPR;
    4. taking into account the nature of the processing, adopt appropriate technical and organisational measures, insofar as possible, for the fulfilment of Your obligation to respond to requests for exercising data subjects’ rights laid down in of the UK GDPR;
    5. taking into account the nature of the processing and information available to Striive, provide assistance to You in order to assist You in ensuring Your compliance with the obligations set out in UK GDPR Articles 32 33, 34, 35, and 36;
    6. at Your option, delete or return all the personal data after the end of the provision of the Service relating to processing, and delete existing copies unless applicable law requires storage of the personal data and save for back-up or archive data;
    7. make available to You all information necessary to demonstrate compliance with Article 28 of the UK GDPR and permit audits and inspections conducted by You (subject to Your giving reasonable notice and on not more than one occasion in any calendar year); and
    8. immediately inform You if, in Striive’s opinion, an instruction of Yours infringes Data Protection Laws.
  4. You permit Striive to transfer personal data outside the UK provided that such transfer is made in accordance with mechanisms meeting the requirements of Data Protection Laws in respect of any transfers outside of the UK including where:
    1. an adequacy decision applies in relation to the relevant third country; or
    2. an appropriate safeguard is in place in relation to the transfer; or
    3. one of the derogations in Article 49 of the UK GDPR applies.
  5. You generally authorise Striive to engage sub-processors in relation to the personal data.
  6. Striive shall ensure that the arrangement between it and each sub-processor is governed by a written contract including equivalent data protection obligations as those set out in this Agreement.
  7. You warrant and represent that:
    1. You have all authority, grounds, rights and consents necessary to provide the personal data to Striive and to enable Striive to process the personal data in accordance with the GDPR for the purposes of this Agreement; and
    2. You shall comply with the GDPR and all other applicable laws and regulations, relevant industry codes of practice and guidance in relation to the processing of personal data.
  8. You shall indemnify Striive at all times against all claims, demands, costs (including legal costs on a full indemnity basis), damages, expenses, losses, fines, monetary penalties and liabilities incurred by Striive  arising out of or in connection with:
    1. any breach by You of this clause 9;
    2. any act or omission of processing by You which infringes the UK GDPR; and
    3. the provision of unlawful or inadequate instructions by You in relation to the personal data.
  9. Notwithstanding the rest of clause 9, to the extent Striive is deemed to be a controller of any personal data, such personal data will be processed in accordance with the Striive Privacy Notice.

10 Termination

  1. When You sign up to access the Service You can evaluate the Service under the defined free usage conditions for a period of 30 days, with no obligation to pay during this time (the “Trial Period”). If You choose to subscribe to a Paid Plan thereafter, You will be billed on the date the Trial Period ends.
  2. Striive will not provide any refund for any credit or for any remaining prepaid period for a prepaid Access Fee subscription.
  3. These Terms will continue indefinitely, until either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period, or until Striive terminates these Terms in accordance with clause 10.4. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
  4. If you:
    1. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
    2. breach any of these Terms and the breach is not capable of being remedied; or
    3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or enter into any moratorium or arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
    then Striive may take any or all of the following actions, at its sole discretion:
    1. immediately terminate this Agreement and Your use of the Service;
    2. suspend for any definite or indefinite period of time, Your (and Your Invited Users’) use of the Service;
    3. suspend or terminate access to all or any Data; and/or
    4. take any of the actions in clauses 10.4.4, 10.4.5, and 10.4.6 in respect of any or all Invited Users.
  5. For the avoidance of doubt, if payment of any invoice for Access Fees is not made in full by the relevant due date, Striive may suspend or terminate Your (and Your Invited Users’) use of the Service, or Your rights of access all or any Data.
  6. Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
    1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
    2. immediately cease to use the Service and the Website.
  7. Clauses 3, 4, 5, 6, 7, 8, 9 and 10 survive the expiry or termination of these Terms.

11 General

  1. Entire agreement: These Terms, together with the Striive Privacy Policy, the Striive Influencer Agreement (to the extent we have entered into one with You), and the terms of any other notices or instructions given to You under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Striive relating to the Service and the other matters dealt with in these Terms. In entering into this Agreement the parties acknowledge that they have not relied upon and shall have no remedy in respect of, any statement, representation, warranty or understanding of any person (whether party to this Agreement or not) which is not expressly set out in this Agreement.
  2. Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
  3. Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
  4. No Assignment: You may not assign or transfer any rights to any other person without Striive's prior written consent.
  5. Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
  6. Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Striive must be sent to support@striive.co or to any other email address notified by email to You by Striive. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
  7. Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
  8. Governing Law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

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