Flywheel Sports Terms and Conditions of Service

Effective January 24, 2012

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

The Flywheel Sports, Inc. ("Flywheel") website allows users to receive information about Flywheel (including e-mail newsletters), interact with other members or visitors to the Flywheel website, and book, cancel and pay for services offered at Flywheel facilities. The services ("Flywheel Services") offered by Flywheel include but are not limited to the www.flywheelsports.com website, which is hosted in the United States.

These terms and conditions ("Terms of Service") set forth the legally binding terms for your use of the Flywheel Services. By using the Flywheel Services, you agree to be bound by these Terms of Service, whether you are a "Visitor" (which means that you simply browse the Flywheel website) or you are a "Member" (which means that you have registered with Flywheel and/or purchased one or more Flywheel Services). The term "User" refers to a Visitor or a Member. You are only authorized to use the Flywheel Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to these Terms of Service. Please read these Terms of Service carefully and save it. If you do not agree with it, you should leave the Flywheel website and discontinue use of the Flywheel Services immediately. If you wish to become a Member, you must read these Terms of Service and indicate your acceptance during the registration process.

Terms of Use

Your Acceptance

By using and/or visiting this website, you signify your agreement to these Terms of Service, as well as Flywheel’s Privacy Policy (found at www.flywheelsports.com/privacy and incorporated herein by reference). If you do not agree to any of these terms or the Flywheel Privacy Policy please do not use the Flywheel website.

Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version, which will always be posted at www.flywheelsports.com/terms. Flywheel may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.

Flywheel Website

These Terms of Service apply to all Users of the Flywheel website. The Flywheel website may contain links to third party websites that are not owned or controlled by Flywheel. Flywheel has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites, including privacy and data gathering practices. In addition, Flywheel will not and cannot censor or edit the content of any third-party site. By using the website, you expressly relieve and release Flywheel from any and all liability arising from your use of any third party website.

Accordingly, we encourage you to be aware when you leave the Flywheel website and to read the terms and conditions and privacy policy of each other website that you visit. Upon leaving the Flywheel website these Terms of Service shall no longer govern.

Flywheel Accounts

In order to access some features of the website, you will have to create a Flywheel account. You may never use another person’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Flywheel immediately of any breach of security or unauthorized use of your account.

Although Flywheel will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Flywheel or others due to such unauthorized use.

General Terms

Eligibility

Membership is void where prohibited. This website is intended solely for Users who are 13 years of age or older. Any registration by, use of or access to the website by anyone under 13 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Flywheel Services or the website, you represent and warrant that you are 13 or older and that you agree to abide by all of the terms and conditions of these Terms of Service. Minors between the ages of 13 and 18 may register on our website only with the involvement of a parent or guardian.

Term

These Terms of Service shall remain in full force and effect while you use the Flywheel Services or are a Member. You may terminate your membership at any time, for any reason, by following the instructions on the "My Account" page. Flywheel may terminate your membership at any time, without warning, if you breach these Terms of Service. Even after membership is terminated, these Terms of Service will remain in effect.

Fees

You acknowledge that Flywheel charges fees for its services, and Flywheel reserves the right to change its fees from time to time in its discretion. If Flywheel terminates your membership because you have breached these Terms of Service, you may not be entitled to a refund of any unused portion of membership or other fees.

Password

When you sign up to become a member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another member at any time or to disclose your password to any third party. You agree to notify Flywheel immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

General Use of the Website — Permissions and Restrictions

Flywheel hereby grants you permission to access and use the website as set forth in these Terms of Service, provided that you agree not to distribute in any medium any part of the website, without Flywheel’s prior written authorization and you agree not to alter or modify any part of the website or any of its related technologies.

You will otherwise comply with the terms and conditions of these Terms of Service and all applicable local, national, and international laws and regulations.

Flywheel reserves the right to discontinue any aspect of the Flywheel website at any time.

Your Use of Content on the Site

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the Flywheel website.

The content on the Flywheel website, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Flywheel, subject to copyright and other intellectual property rights under the law. Content on the website is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Flywheel reserves all rights not expressly granted in and to the website and the Content. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Flywheel website or the Flywheel Services, provided by you to Company are non-confidential and shall become the sole property of Flywheel.

You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein.

You agree not to circumvent, disable or otherwise interfere with security-related features of the Flywheel website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Flywheel website or the Content therein.

Trademarks

"Flywheel Sports," "Flywheel Sports, Inc." and the "circle fly" logo and other graphics, logos, designs, page headers, button icons, scripts and service names are trademarks, trade names or trade dress of Flywheel in the U.S. and/or other countries for which applications are pending. Flywheel’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Flywheel.

Mobile Services

The Flywheel Services may include certain services that may be available via your mobile phone, including but not limited to (i) the ability to book and/or purchase Flywheel Services via your mobile phone, (ii) the ability to receive and reply to Flywheel messages, (iii) the ability to browse Flywheel from your mobile phone and (iv) the ability to access certain Flywheel features through a mobile application you have downloaded and installed on your mobile phone (collectively the "Mobile Services"). We do not charge for these Mobile Services. However, your carrier's normal messaging, data and other rates and fees will still apply. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services. By using the Mobile Services, you agree that we may communicate with you regarding Flywheel and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us.

Account Termination Policy

Flywheel will terminate a User's access to its website if, under appropriate circumstances, they are determined to be a repeat infringer of this Terms of Service, the Privacy Policy or any other policy of Flywheel.

YOU AGREE THAT YOUR USE OF THE FLYWHEEL WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, FLYWHEEL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. FLYWHEEL MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR DEATH OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE OR FROM THE CONDUCT OF ANY USERS OF THE FLYWHEEL SERVICES, WHETHER ONLINE OR OFFLINE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE FLYWHEEL WEBSITE. FLYWHEEL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE FLYWHEEL WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND FLYWHEEL WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. THE FLYWHEEL SERVICES ARE PROVIDED "AS-IS" AND AS AVAILABLE AND FLYWHEEL EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FLYWHEEL CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE FLYWHEEL SERVICES.

Limitation of Liability

IN NO EVENT SHALL FLYWHEEL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE FLYWHEEL WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT FLYWHEEL SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The website is controlled and offered by Flywheel from its facilities in the United States of America. Flywheel makes no representations that the Flywheel website is appropriate or available for use in other locations. Those who access or use the Flywheel website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Indemnity You agree to defend, indemnify and hold harmless Flywheel, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from your use of and access to the Flywheel website or your violation of any term of these Terms of Service. This defense and indemnification obligation will survive these Terms of Service and your use of the Flywheel website.

Ability to Accept Terms of Service

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Flywheel website is not intended for children under 13. If you are under 13 years of age, then please do not use the Flywheel website.

Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Flywheel without restriction.

Governing Law; Venue and Jurisdiction

You agree that: (i) the Flywheel website shall be deemed solely based in New York; and (ii) the Flywheel website shall be deemed a passive website that does not give rise to personal jurisdiction over Flywheel, either specific or general, in jurisdictions other than New York. These Terms of Service shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and Flywheel that arises in whole or in part from the Flywheel website shall be decided exclusively by a court of competent jurisdiction located in New York, New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of New York.

These Terms of Service, together with the Privacy Policy (located at www.flywheelsports.com/privacy) and any other legal notices published by Flywheel on the website, shall constitute the entire agreement between you and Flywheel concerning the Flywheel website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Flywheel’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Flywheel reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Flywheel website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND FLYWHEEL AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE FLYWHEEL WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Arbitration

YOU AND FLYWHEEL AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE SITE AND/OR THE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the User conduct rules set forth above then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.

Either Flywheel or you may demand that any dispute between Flywheel and you about or involving the Flywheel Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in New York, New York, USA, provided that the foregoing shall not prevent Flywheel from seeking injunctive relief in a court of competent jurisdiction.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Flywheel website or the Flywheel Services, provided by you to Flywheel are non-confidential and shall become the sole property of Flywheel. Flywheel shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such information for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Questions

Please contact us at: TOS@Flywheelsports.com with any questions regarding these Terms of Service.