Athletify Terms of Service

Effective date: [Month Day, Year]

These Terms of Service (the "Terms") are a binding agreement between Athletify, Inc. ("Athletify," "we," "us," or "our") and the person or entity accepting these Terms ("Customer," "you," or "your"). They govern access to and use of Athletify's websites, mobile applications, platform, software, documentation, and support services (collectively, the "Services").

If you accept these Terms for an organization, you represent that you have authority to bind that organization. An individual permitted by a Customer to use the Services is an "Authorized User." The Customer is responsible for its Authorized Users' compliance with these Terms.

If Customer and Athletify have a signed agreement, order form, or data processing addendum that conflicts with these Terms, that signed agreement controls to the extent of the conflict.

1. Access to the Services

Subject to these Terms and timely payment of applicable fees, Athletify grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to allow its Authorized Users to access and use the Services for Customer's internal business, governmental, educational, or community operations.

The Services are licensed, not sold. Athletify and its licensors retain all right, title, and interest in the Services, including all intellectual-property rights. Except for the limited right expressly granted here, no rights are granted to Customer or any Authorized User.

2. Accounts and Customer responsibilities

Customer will provide accurate account information, maintain the confidentiality of credentials, and promptly notify Athletify of suspected unauthorized use. Customer is responsible for selecting its administrators, configuring access and retention settings, and ensuring that it has the necessary rights, notices, and permissions to submit Customer Data and invite Authorized Users.

Customer will not, and will not permit any person to:

Customer remains responsible for all activity conducted through its accounts, except to the extent caused by Athletify's breach of these Terms.

3. Customer Data and privacy

"Customer Data" means information, content, and personal information that Customer or an Authorized User submits to, stores in, or creates through the Services, including workforce, scheduling, form, message, document, and operational data.

As between the parties, Customer retains all rights in Customer Data. Customer grants Athletify a limited right to host, copy, transmit, display, and process Customer Data only as necessary to provide, secure, support, maintain, and improve the Services; comply with law; and enforce these Terms. Athletify may use aggregated or de-identified information to improve the Services, provided it does not identify Customer, an Authorized User, or another individual.

Customer is responsible for determining the applicable record-retention requirements for its data. Athletify does not claim ownership of Customer Data and does not sell Customer Data or use it for third-party advertising. Our processing of personal information is further described in the Privacy Policy.

4. Customer Data export, retention, and planned service discontinuation

We recognize that Customers, including public-sector organizations, may have records-retention duties. The following commitments are intended to give Customer a meaningful opportunity to retain its records while preserving necessary security and operational protections.

  1. Export during the subscription. Customer may access and export Customer Data using the available Service functionality. On reasonable written request from an authorized Customer administrator, Athletify will make commercially reasonable efforts to provide one additional export of Customer Data in a commonly used, machine-readable format, such as CSV, JSON, and/or the original uploaded files, to the extent technically feasible.
  2. Export after ordinary termination. Unless access is suspended or terminated because of a security risk, unlawful use, or Customer's material breach, Customer may request an export for 60 days after the effective date of termination. Customer remains responsible for requesting, reviewing, and securely preserving the export.
  3. Planned permanent discontinuation. If Athletify decides to permanently discontinue the Services, we will make commercially reasonable efforts to give Customer's designated account administrator at least 60 days' prior written notice and keep the export opportunity described above available during that notice period. If advance notice is not practicable because of a legal requirement, security event, insolvency proceeding, force majeure event, or other circumstance outside Athletify's reasonable control, we will provide as much notice and assistance as reasonably practicable.
  4. Deletion after the retrieval period. After the applicable 60-day retrieval period, Athletify may delete or de-identify Customer Data, subject to applicable law, backup and disaster-recovery cycles, and any signed agreement. This section does not require Athletify to retain data longer than permitted by law or to provide data that belongs to another customer or a third party.

This section is a data-access commitment, not a guarantee that Athletify will preserve every record indefinitely. Customer should use the export features and maintain records as required by its own laws and policies.

5. Payments and third-party services

Fees, payment terms, and subscription details are stated in the applicable order, checkout, or other purchasing arrangement. Customer must pay undisputed amounts when due. Except where required by law or expressly stated otherwise, fees are non-refundable.

The Services may enable access to third-party services, including payment processing, messaging, mapping, communications, and integrations. Those services may have separate terms and privacy policies. Athletify is not responsible for third-party services that Customer chooses to use, but we remain responsible for our obligations under these Terms when we use a provider to deliver the Services.

6. Updates and changes to the Services

Athletify may update the Services to maintain security, comply with law, correct errors, improve performance, or add or modify functionality. We will not materially reduce the core functionality of a paid subscription during its current term without reasonable notice, except where necessary to address a security, legal, or operational emergency.

7. Suspension and termination

Customer may stop using the Services and terminate its account in accordance with its applicable purchasing arrangement.

Athletify may suspend access immediately when reasonably necessary to prevent a security incident, protect the Services or other users, comply with law, or stop clearly unlawful activity. We will give notice and an opportunity to cure when reasonably practicable.

Athletify may terminate these Terms for Customer's material breach if the breach is not cured within 30 days after written notice, except that no cure period is required for a breach that cannot reasonably be cured or that presents an immediate security, legal, or safety risk. Athletify may terminate for nonpayment of undisputed fees after reasonable notice and an opportunity to cure.

Either party may terminate if the other party ceases business operations or becomes subject to insolvency proceedings that are not dismissed within 60 days, to the extent permitted by law. Sections that by their nature should survive termination will survive, including ownership, data export and deletion, disclaimers, limitations of liability, indemnification, governing law, and general terms.

8. Feedback

If Customer or an Authorized User provides feedback, suggestions, or ideas about the Services, Athletify may use that feedback without restriction or obligation, provided we do not identify the source without permission.

9. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ATHLETIFY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ATHLETIFY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT THEY WILL MEET EVERY CUSTOMER REQUIREMENT.

Some jurisdictions do not permit certain exclusions of warranties, so these exclusions apply only to the extent permitted by law.

10. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ATHLETIFY AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, ATHLETIFY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ATHLETIFY FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. IF CUSTOMER PAID NO FEES, ATHLETIFY'S TOTAL LIABILITY WILL NOT EXCEED $100.

These limitations do not exclude liability that cannot legally be excluded or limited.

11. Indemnification

To the extent permitted by law, Customer will defend, indemnify, and hold harmless Athletify and its officers, directors, employees, agents, affiliates, successors, and assigns from claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from Customer Data, Customer's or an Authorized User's use of the Services in breach of these Terms, or Customer's violation of law or third-party rights. This obligation applies only if Athletify promptly notifies Customer of the claim, allows Customer to control the defense and settlement, and reasonably cooperates at Customer's expense. Customer may not settle a claim in a manner that admits liability by or imposes obligations on Athletify without Athletify's written consent.

12. Government and public-sector customers

If Customer is a governmental or public-sector entity, Customer's obligations apply only to the extent authorized by applicable law. Nothing in these Terms requires Customer to waive governmental immunity, violate public-records or procurement law, or agree to a term that is unenforceable against Customer under applicable law. Any such provision will be limited to the maximum extent permitted by law.

13. Export controls

Customer will comply with applicable export-control and sanctions laws and will not make the Services available in violation of those laws.

14. Governing law and venue

Except where applicable law requires otherwise, these Terms are governed by the laws of the State of Utah, without regard to conflict-of-law rules. Any action arising from these Terms must be brought exclusively in the state or federal courts located in Salt Lake City, Utah, and each party consents to that jurisdiction and venue. This section is subject to Section 12 for governmental and public-sector Customers.

15. Time to bring claims

To the extent permitted by law, a claim arising out of or related to these Terms must be filed within one year after the claim arose, or it is permanently barred.

16. Changes to these Terms

We may update these Terms by posting the revised version and updating the effective date. For a material change, we will provide reasonable advance notice, ordinarily at least 30 days, unless a shorter period is necessary to address law, security, or an emergency. We will ask the designated Customer administrator or affected user to affirmatively accept a material revision through the Services or another reasonable electronic method, and will retain a record of that acceptance. If Customer does not agree to a material change, Customer may stop using the affected Services before the change takes effect. Continued use after the effective date constitutes acceptance only to the extent permitted by applicable law.

An update to these Terms does not itself create a valid consent to a new collection, sale, sharing, targeted-advertising, or other personal-information practice. Those practices are governed by the Privacy Policy and require any separate notice, opt-out, or affirmative consent required by applicable law. A signed agreement, order form, or data processing addendum may be changed only as that agreement provides.

17. General terms

These Terms, together with any applicable order, signed agreement, and the Privacy Policy, are the entire agreement between the parties about the Services and supersede prior discussions on that subject. Customer may not assign these Terms without Athletify's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets. Athletify may assign these Terms to an affiliate or successor in connection with a corporate transaction.

If any provision is unenforceable, it will be modified only as needed to make it enforceable, and the remainder will remain in effect. A party's failure to enforce a provision is not a waiver. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, excluding payment obligations. Notices to Athletify must be sent to support@athletify.com; notices to Customer may be sent to the email address associated with Customer's account or designated account administrator.