Terms and Conditions of Use

1. Acceptance of Terms

By accessing, registering with, or using the GymPulse platform (the "Platform"), including any website, application, API, or related service operated by GymPulse Limited ("GymPulse", "we", "us", or "our"), you ("User", "you", or "your") unconditionally agree to be bound by these Terms and Conditions ("Terms"), our Privacy Policy, and any additional terms, policies, or guidelines incorporated herein by reference.

If you do not agree to these Terms in their entirety, you must immediately cease all use of the Platform and, where applicable, deregister your account. Your continued use of the Platform constitutes your ongoing and irrevocable acceptance of these Terms as amended from time to time.

If you are accepting these Terms on behalf of a company, organisation, or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms, and references to "you" shall include that entity.

2. About GymPulse

GymPulse Limited is a company incorporated in New Zealand (the "Company"). The Platform is a software-as-a-service (SaaS) facility management and booking platform that connects independent customers ("Solo Customers") and gym teams ("Gym Operators") for the purposes of booking coaching sessions, hiring equipment, and reserving training spaces.

GymPulse is a technology intermediary only. GymPulse does not itself provide coaching, personal training, fitness instruction, equipment hire, or space hire services. All physical services are provided exclusively by independent Gym Operators who use the Platform. GymPulse makes no representation as to the qualifications, suitability, safety practices, or licensing of any Gym Operator, coach, or facility listed on the Platform.

References in these Terms to GymPulse and "associated companies or holdings" include any parent company, subsidiary, affiliate, holding company, related body corporate, successor, assignee, officer, director, employee, contractor, or agent of GymPulse Limited (collectively, "GymPulse Group").

3. Eligibility

You must be at least 18 years of age to create an account or use the Platform. By using the Platform, you represent and warrant that you are 18 years of age or older and that you have the legal capacity to enter into a binding agreement. If you are under 18, you may only use the Platform with the verified consent and active supervision of a parent or legal guardian who accepts these Terms on your behalf and assumes full responsibility for your use of the Platform.

4. Account Registration and Security

You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify GymPulse immediately of any unauthorised use of your account. GymPulse shall not be liable for any loss arising from unauthorised use of your account credentials.

GymPulse reserves the right to suspend, restrict, or permanently terminate any account at its absolute discretion, with or without notice, for any breach of these Terms, fraudulent activity, or any other reason GymPulse deems appropriate.

5. Use of the Platform

You agree that you will not, and will not permit any third party to:

• Use the Platform for any unlawful, fraudulent, or unauthorised purpose;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Interfere with, disrupt, or attempt to gain unauthorised access to the Platform, its servers, or any connected systems;
• Reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code of the Platform;
• Upload, transmit, or distribute any content that is unlawful, defamatory, obscene, threatening, or that infringes any intellectual property rights;
• Use automated scripts, bots, scrapers, or any means to extract data from the Platform without express written consent from GymPulse;
• Use the Platform in a manner that could damage, overburden, or impair its functionality or the experience of other users.

GymPulse reserves the right to monitor use of the Platform for compliance with these Terms and applicable law.

6. Bookings and Payments

All bookings made through the Platform constitute a direct contract between you and the relevant Gym Operator. GymPulse is not a party to that contract. Prices, availability, cancellation policies, and refund terms are set by the Gym Operator and may vary.

Payment processing is provided by Stripe, Inc. By making a payment through the Platform, you agree to Stripe's terms of service. GymPulse does not store full payment card details. All transactions are processed in the currency displayed at the time of booking and are subject to applicable taxes (including GST where applicable under New Zealand or Australian law).

Refunds for cancelled bookings are subject to the cancellation policy of the relevant Gym Operator. GymPulse facilitates refunds where instructed by the Gym Operator but is not itself obligated to provide refunds unless required to do so by applicable consumer protection law.

7. Physical Activity — Assumption of Risk and Waiver

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS A WAIVER OF SIGNIFICANT LEGAL RIGHTS.

You acknowledge and agree that participation in physical activities, including but not limited to martial arts, combat sports, strength training, gymnastics, boxing, Brazilian Jiu-Jitsu (BJJ), Mixed Martial Arts (MMA), wrestling, and any other sporting or fitness activity facilitated through the Platform, carries an inherent risk of physical injury, illness, disability, or death.

To the maximum extent permitted by applicable law, you:

• Voluntarily assume all risks associated with any physical activity, whether or not such risks arise from the negligence or omission of GymPulse Group, any Gym Operator, coach, instructor, or any other party;
• Release, waive, and discharge the GymPulse Group from any and all claims, demands, losses, damages, costs, and liabilities arising from or connected to your participation in any physical activity booked or facilitated through the Platform;
• Represent and warrant that you are physically fit and medically able to participate in the activities you have booked, and that you have consulted a medical professional if you have any pre-existing condition, injury, or concern;
• Agree that GymPulse Group bears no responsibility whatsoever for the conduct, safety standards, equipment, premises, or qualifications of any Gym Operator, coach, or facility.

Nothing in this clause purports to exclude liability for death or personal injury caused by the gross negligence or wilful misconduct of GymPulse Group where such exclusion is prohibited by applicable law. Where the law provides for minimum guarantees that cannot be excluded, those guarantees remain unaffected only to the minimum extent required by law.

8. Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, OR UNINTERRUPTED ACCESS.

GYMPULSE GROUP DOES NOT WARRANT THAT: (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY CONTENT OR INFORMATION ON THE PLATFORM IS ACCURATE, COMPLETE, OR CURRENT; OR (D) ANY ERRORS WILL BE CORRECTED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GYMPULSE GROUP DISCLAIMS ALL LIABILITY FOR THE ACTS, OMISSIONS, CONDUCT, QUALIFICATIONS, OR SERVICES OF ANY GYM OPERATOR, COACH, OR THIRD PARTY ACCESSED THROUGH OR CONNECTED TO THE PLATFORM.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE GYMPULSE GROUP BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS;
• PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE;
• COST OF SUBSTITUTE GOODS OR SERVICES;

ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF GYMPULSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WHERE LIABILITY CANNOT BE FULLY EXCLUDED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE GYMPULSE GROUP TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT PAID BY YOU THROUGH THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) NZD $500.

10. Indemnification

You agree to fully indemnify, defend, and hold harmless the GymPulse Group (including its officers, directors, employees, contractors, agents, licensors, suppliers, and successors) from and against any and all claims, damages, obligations, losses, liabilities, costs, legal fees, and expenses (including solicitor/attorney fees on a full indemnity basis) arising out of or related to:

• Your use of or access to the Platform;
• Your violation of any provision of these Terms;
• Your violation of any applicable law, regulation, or third-party right, including intellectual property or privacy rights;
• Any content or information you submit, post, or transmit through the Platform;
• Your participation in any physical activity booked or facilitated through the Platform;
• Any dispute between you and a Gym Operator or any third party.

This indemnity obligation will survive termination of your account and these Terms.

11. Consumer Protection Law

New Zealand Users: Nothing in these Terms excludes or modifies any guarantee, warranty, or right you have under the Consumer Guarantees Act 1993 (NZ) or the Fair Trading Act 1986 (NZ) where such exclusion or modification would be unlawful. Where you acquire services for the purposes of a business, the Consumer Guarantees Act 1993 does not apply, and the limitations and exclusions in these Terms apply to the fullest extent permitted by law.

Australian Users: Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other applicable state or territory consumer protection legislation that cannot be excluded by law. To the extent permitted by law, our liability for a failure to comply with a consumer guarantee is limited, at our option, to re-supply of the service or payment of the cost of having the service supplied again.

International Users: You acknowledge that the Platform is operated from New Zealand and is governed by New Zealand law. GymPulse makes no representation that the Platform is appropriate for use in your jurisdiction. You are responsible for ensuring your use of the Platform complies with all local laws applicable to you. To the extent any mandatory consumer protection law in your jurisdiction applies and cannot be waived, those rights are preserved to the minimum extent required by such law only.

12. Intellectual Property

All intellectual property in the Platform, including but not limited to software, design, trademarks, logos, text, graphics, and data, is owned by or licensed to GymPulse Limited. No part of the Platform may be reproduced, distributed, modified, or used without GymPulse's express prior written consent. You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for its intended purpose.

You retain ownership of any content you submit to the Platform but grant GymPulse a worldwide, royalty-free, perpetual licence to use, display, reproduce, and process that content for the purposes of operating and improving the Platform.

13. Privacy

Your use of the Platform is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection, use, and disclosure of your personal information as described in the Privacy Policy. GymPulse processes personal data in compliance with the Privacy Act 2020 (NZ) and, where applicable, the Australian Privacy Act 1988 (Cth) and the Privacy Principles thereunder.

14. Third-Party Services

The Platform integrates with third-party services including Stripe (payment processing), Xero (accounting), and others. Your use of such third-party services is subject to their respective terms of service and privacy policies. GymPulse is not responsible for the practices, availability, or content of any third-party service.

15. Termination

GymPulse may, at its absolute discretion and without liability, suspend or terminate your access to the Platform at any time, with or without notice, for any reason including breach of these Terms. Upon termination, your right to use the Platform ceases immediately. Provisions of these Terms that by their nature should survive termination (including Sections 7, 8, 9, 10, 12, 16, 17, and 18) shall survive.

You may close your account at any time by contacting support. Closure does not affect any outstanding bookings, payment obligations, or legal rights accrued prior to closure.

16. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of New Zealand, without regard to its conflict of law provisions. You irrevocably submit to the exclusive jurisdiction of the courts of New Zealand for the resolution of any dispute arising out of or in connection with these Terms or your use of the Platform.

Notwithstanding the above, GymPulse reserves the right to seek injunctive or other equitable relief in any jurisdiction to protect its intellectual property or confidential information.

17. Dispute Resolution

Before commencing formal legal proceedings (other than applications for urgent injunctive relief), you agree to contact GymPulse at admin@gympulse.fit and allow a period of thirty (30) days for good-faith resolution of the dispute. If unresolved after 30 days, either party may pursue their legal remedies.

For Australian users, if the dispute cannot be resolved through negotiation, the parties agree to attempt mediation through the Australian Disputes Centre (ADC) or a mutually agreed mediator before commencing court proceedings.

18. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any additional policies referenced herein, constitute the entire agreement between you and GymPulse regarding the Platform and supersede all prior agreements, representations, or understandings.
• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
• No Waiver: GymPulse's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment: You may not assign or transfer any rights or obligations under these Terms without GymPulse's prior written consent. GymPulse may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.
• Force Majeure: GymPulse shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, government action, war, civil unrest, or failure of third-party infrastructure.
• Headings: Section headings are for convenience only and have no legal effect.

19. Changes to These Terms

GymPulse reserves the right to update these Terms at any time. We will provide notice of material changes by posting an updated version on the Platform and/or by email. The revised Terms will be identified by a new version number and effective date. Your continued use of the Platform after the effective date of any revised Terms constitutes your binding acceptance of those revised Terms. If you do not accept the revised Terms, you must cease using the Platform immediately.

20. Contact

For any questions or concerns regarding these Terms, please contact: