Terms & Conditions

THESE TERMS AND CONDITIONS CONTAIN A DISPUTE RESOLUTION PROVISION THAT REQUIRES INDIVIDUAL ARBITRATION AND YOU ARE NOT ALLOWED TO BRING YOUR CLAIMS IN COURT, OTHER THAN ON INDIVIDUAL BASIS IN SMALL CLAIMS COURT. PLEASE SEE THE SECTION, “DISPUTE RESOLUTION”.

Welcome to the SUMHIIT Fitness website of Basecamp Fitness Franchisor®  LLC, which studios are being developed in the United States as “Basecamp Fitness Studios” and in all territories except for the United States as “SUMHIIT Fitness Studios” (“Basecamp Fitness”). Basecamp Fitness is pleased to make the websites located at sumhiit.com (the “Sites”) available for your use and benefit. By using the Sites you agree to be bound by the Terms and Conditions set forth below. Use of the Sites is strictly voluntary. If you do not agree to these Terms and Conditions and the Privacy Notice, you must immediately log off the Sites and may not use the Sites.

TERRITORIES

These Terms & Conditions covers our activities throughout the world. We may host the sites or information within the apps on servers located within these countries or in any other country we, our service providers, or our service providers’ vendors maintain facilities, including the United States. This means that your personal information may be stored on servers located within any country where there are SUMHIIT Fitness locations. The locations of our servers may change from time-to-time. Further, our franchisees may maintain individual websites in the country or territory they service.

Terms & Conditions varies from country to country. To meet these requirements, we have included certain “Country-Specific Terms & Conditions” as part of this Terms & Conditions. You may locate the Country-Specific Terms & Conditions on the respective websites for each country by clicking on the links below:

• Australia
• Singapore

COLLECTION OF VISITOR INFORMATION ON THIS SITE

Any information collected at the Sites is governed by our privacy policy, unless otherwise stated. To access and use certain services available through the Sites, you may be required to register with Basecamp Fitness through a login/registration page and you must agree to be bound by any additional applicable terms and conditions contained there.

The following provides examples of the type of information that we collect in a variety of contexts and how we use that information.

COPYRIGHT

All content, software, and technology included on the Sites or used in the operation of the Sites is the owned or licensed property of Basecamp Fitness or its content, software, and technology suppliers, and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all content on the Sites is the exclusive property of Basecamp Fitness and protected by U.S. and international copyright laws. Basecamp Fitness grants you permission to view and use content, software, and technology made available to you on the Sites in connection with your own personal, noncommercial use of the Sites. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content, software, and technology on the Sites is strictly prohibited.

TRADEMARKS

The trademarks, service marks, trade dress, and “look and feel” (the “Trademarks”) used and displayed on the Sites are registered and unregistered Trademarks of Basecamp Fitness and others. Nothing on the Sites shall be construed as granting any license or right to use any Trademark displayed on the Sites without the prior written permission of the Trademark owner. Other product and company names mentioned in the Sites may be the Trademarks of their respective owners.

Although the sections above describe our primary purpose in collecting your information, in many situations we have more than one purpose. For example, if you complete an online purchase, we may collect your information to perform our contract with you, but we also collect your information as we have a legitimate interest in maintaining your information after your transaction is complete so that we can quickly and easily respond to any questions about your order. As a result, our collection and processing of your information is based in different contexts upon your consent, our need to perform a contract, our obligations under law, and/or our legitimate interest in conducting our business.

To the extent we maintain and use personal information in a deidentified form, we will not attempt to reidentify the information, except for the purpose of determining whether our deidentification processes satisfy our legal obligations.

OTHER INTELLECTUAL PROPERTY

All other intellectual property rights related to the content, software, and technology included on the Sites or used in the operation of the Sites, including without limitation, patents, trade secrets, trade dress, publicity rights, character rights, titles, and artistic and moral rights are the owned or licensed property of Basecamp Fitness. Any use of these rights without the prior written permission of Basecamp Fitness is strictly prohibited.

ACCURACY

Information on the Sites may contain typographical errors, inaccuracies, or omissions in relation to services, pricing, locations, descriptions, information, and other matters. Basecamp Fitness reserves the right to correct any errors, inaccuracies, or omissions and to discontinue, change or update information at any time without prior notice. If Basecamp Fitness discovers price errors, they will be corrected on Basecamp Fitness’ systems, and the corrected price will apply to your order.

DISCLAIMER OF WARRANTIES

THE SITES AND ALL CONTENT, MATERIALS, PRODUCTS AND SERVICES AVAILABLE THROUGH THE SITES ARE PROVIDED ON AN “AS IS, WITH ALL DEFECTS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.  Basecamp FITNESS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OF INFORMATIONAL CONTENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. Basecamp FITNESS MAKES NO REPRESENTATION THAT THE SITES OR ANY CONTENT IS FREE FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS. Basecamp FITNESS MAKES NO REPRESENTATION OR WARRANTY THAT CONTENT PROVIDED ON THE SITES IS APPLICABLE OR APPROPRIATE FOR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES. NOTHING IN THESE TERMS AND CONDITIONS OR IN ANY ORAL OR WRITTEN DESCRIPTION OF THE SITES WILL CONSTITUTE A REPRESENTATION OR WARRANTY WITH RESPECT TO THE SITES. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITES, THAT SUCH USE IS AT YOUR SOLE RISK.

LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER BASECAMP FITNESS OR ITS AFFILIATES, FRANCHISEES, OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITES OR THE SERVICES AVAILABLE THROUGH THE SITES, WHETHER BASED ON CONTRACT, TORT, WARRANTY, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

‍Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.

Under no circumstances whatsoever shall Basecamp Fitness’ aggregate liability resulting from or relating to your use of the Sites exceed Five Dollars ($5.00).

PROHIBITED ACTIVITIES AND VISITOR OBLIGATIONS

As a visitor or user of the Sites you shall not:

• violate any applicable law or regulation;
• upload, post, use, transmit, or otherwise make available, including by e-mail, (each, a “Post”) any content or information that is false or inaccurate;
• Post any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or content that could otherwise be considered to be objectionable;
• impersonate or use the identity of another person or organization, or falsely state or otherwise misrepresent your affiliation with a person or organization;
• engage in any activities or manipulate identifying material to misrepresent the origin of content;
• Post any content that is subject to any disclosure restrictions;
• Post any materials, items, information or content that infringes or otherwise violates any patent, copyright, trademark, or any other intellectual property rights;
• Post any unsolicited or unauthorized advertising or promotional materials, including without limitation, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
• use the Site to disseminate any information or content, including by e-mail, that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or information or content that could otherwise be considered to be objectionable;
• Post any material that contains software viruses or any other corrupt computer code, files or programs that impair the use of any computer software or hardware or telecommunications equipment;
• interfere with or otherwise limit the use of the Sites by other users; or collect, compile, or store personal information about other users of the Sites;
• disrupt or interfere with the operation of the Sites by overloading or exceeding the capacity of the Sites or the systems resources; accounts; usernames and passwords; servers; or networks connected to or accessible through the Sites or any affiliated or linked sites;
• disrupt or interfere with the security of, or otherwise cause harm to, the Sites or the systems resources; accounts; usernames and passwords; servers; or networks connected to or accessible through the Sites or any affiliated or linked sites;
• use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the web pages on the Sites or the content contained therein without Basecamp Fitness’ prior, express, and written permission; or
• use the Sites for commercial purposes.

You agree that you are solely responsible for the Post of any content that you make available on or send through the Sites (“User Content”). In addition to the rights granted to Basecamp Fitness elsewhere in these Terms and Conditions, you hereby grant Basecamp Fitness the irrevocable right to copy and use User Content in connection with the Sites and for the purposes related to your Post of the User Content. Although Basecamp Fitness has no obligation to screen, edit or monitor any of the User Content or user conduct on the Sites, Basecamp Fitness reserves the right, and has absolute discretion, to remove, screen or edit any User Content and to monitor any user conduct on the Sites at any time and for any reason without notice. Your User Content may be available on the Sites for a limited period of time, as determined by Basecamp Fitness in its sole discretion. You are solely responsible for creating backup copies and replacing any of your User Content at your sole cost and expense.

By the Post of User Content to the Sites, you represent and warrant that (a) the User Content is non-confidential is not subject to disclosure restrictions under any applicable data privacy laws or regulations; (b) you have all necessary rights to Post the User Content to the Sites and to grant the rights to Basecamp Fitness you grant in these Terms and Conditions; (c) the User Content is accurate and not misleading or harmful in any manner; (d) the User Content, and your use and the Post thereof in connection with the Sites, does not and will not violate these Terms and Conditions or any applicable local, state, national or international statute, regulation, or law.

INDEMNIFICATION

You agree to indemnify, defend, and hold Basecamp Fitness and its successors and assigns harmless from and against and in respect of any and all third party claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys’ fees that Basecamp Fitness incurs or suffers which relate to your use of the Sites, your failure to perform any of your obligations under these Terms and Conditions, or your breach of any of your representations or warranties made under these Terms and Conditions.

LINKS TO OTHER WEBSITES

The Sites may contain links to other websites. Additionally, other websites may contain links to the Sites. Basecamp Fitness does not review or monitor the websites linked to the Sites and Basecamp Fitness is not responsible for the content or policies of any other websites. Any link established by Basecamp Fitness does not constitute an endorsement of the other websites or create a relationship between Basecamp Fitness and the operators of other websites. Basecamp Fitness disclaims any liability with respect to your use of any other website, and you release Basecamp Fitness from any liability related to your use of any link to another website or your use of any other website. Where the Sites contains a link to another website owned and/or operated by Basecamp Fitness, such website use may be subject to different and additional terms and conditions and privacy policy terms and conditions.

CHANGES TO TERMS AND CONDITIONS

Basecamp Fitness may revise these Terms and Conditions at any time without notice. Any use of the Sites following the date on which changes to these Terms and Conditions or the Privacy Policy are published on the Sites shall constitute your acceptance of all such changes. You expressly agree that Basecamp Fitness shall have no obligation to provide you with any notice of any changes, and you hereby expressly waive any right you may have to receive notice of any changes to these Terms and Conditions or the Privacy Policy.

CONTINUED OPERATION, ACCESSIBILITY, AND MAINTENANCE OF THIS SITE

Basecamp Fitness may modify, change, suspend, terminate or discontinue the operation of the Sites or the provision of any services without notice and Basecamp Fitness reserves the right to refuse service to anyone at any time, with or without cause.

YOUR ACCOUNT

If you are a registered user of any of the Sites, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account or password. Basecamp Fitness reserves the right, without notice and in its sole discretion, to refuse or restrict access or service, terminate accounts, or remove or edit content.

You may freeze this Agreement for a minimum of 30 days, up to a maximum of 3 months within a 12-month period. Request to freeze must be received at least five (5) days before your bill date to allow Basecamp Fitness sufficient time to process your freeze. The payment obligation and length of time that your Agreement is frozen will be added to the end of the term of the Agreement.

In the event of a medical condition or other extenuating circumstance, in the exercise of our sole discretion, we may permit you to freeze this Agreement on terms different than the above.

PAYMENT

You authorize Basecamp Fitness and any payment processing service provider it may engage to charge your credit card, or to debit or process payment through any other offered means, for any products or services you purchase through your use of the Sites. You represent and warrant that you are the only one who will make payments in connection with the Sites, and you shall be responsible for any and all uses of your credit card, debit card, or any other payment means used in or under your name.  Unless otherwise specified, any amounts paid to Basecamp Fitness are nonrefundable.

STUDIO OWNERS, EMPLOYEES, TRAINERS OR OTHER CONTRACTORS

THIS SECTION OF THESE TERMS AND CONDITIONS APPLY ONLY IF YOU ARE A Basecamp FITNESS STUDIO OWNER, EMPLOYEE, OUTSIDE TRAINER OR OTHER CONTRACTOR WHO IS ALSO PROVIDED WITH ACCESS TO THE DATA OF OTHER USERS. You may use your ability to access data applicable to other persons (“Member Data”) and use the Member Data that is disclosed to you, solely for the purposes of providing assistance to the other person in that person’s use of the Sites or Basecamp FITNESS studio facilities or services. You must take all reasonable measures to prevent Member Data from being exposed or disclosed to others. You may not disclose any Member Data to any other person without the prior consent of Basecamp Fitness. You acknowledge that in the event any Member Data in your possession or control is exposed or disclosed without authority, whether by your fault or not, Basecamp Fitness may be required to give notice of such exposure to the affected members and to law enforcement authorities. You will be deemed responsible for any losses suffered by Basecamp Fitness or by a member which are caused by your negligent, intentional, or malicious acts regarding violation of your obligations in this paragraph. If you reside in a jurisdiction that has data privacy restrictions greater than those that exist in the United States of America, you are not authorized to use the Sites and are not authorized to share with Basecamp Fitness any Personal Data via the Sites.

GENERAL PROVISIONS

English has been used in the preparation of these Terms and Conditions, and English shall be the controlling language with respect to these Terms and Conditions and their interpretation.

Any failure by Basecamp Fitness to enforce any provision of these Terms and Conditions shall not be construed as a waiver of any provision or the right to enforce same.

If any portion of these Terms and Conditions is held to be invalid, such holding shall not invalidate the other provisions of these Terms and Conditions.Use of the Sites is unauthorized in any jurisdiction that does not give full effect to all provisions of these Terms and Conditions, including without limitation this paragraph and the warranty disclaimers and liability exclusions above.

Use of the Sites is unauthorized in any jurisdiction where all or any portion of the Sites may violate any legal requirements and you agree not to access the Sites in any such jurisdiction. The Sites are not intended for use by persons located in jurisdictions that have data privacy restrictions greater than those existing in the United States of America.You are responsible for compliance with applicable laws.

SUBMISSIONS

Any and all questions, comments, suggestions, and similar materials or information that you send or submit to Basecamp Fitness or a third party provider on the Sites, by a Post or otherwise (collectively, “Submissions”), shall become Basecamp Fitness’ property; and you hereby transfer, sell, and assign to Basecamp Fitness all of your right, title, and interest in and to any such Submissions, including without limitation, any and all related patent, copyright, trademark, and other intellectual property rights. Basecamp Fitness has no obligation of any kind whatsoever to maintain any confidentiality with respect to any such Submissions. Basecamp Fitness shall be free to use them for any purpose whatsoever without providing you notice or receiving your consent, and without restriction or compensation.

DISPUTE RESOLUTION

• Any dispute, controversy, or claim arising out of or relating to your relationship with Basecamp Fitness, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory and expressly including any claims for violation of any state consumer protection act or the federal Telephonic Consumer Protection Act or any state or international law equivalents (collectively, “Claims”), shall be resolved by binding arbitration. The sole exception is that you and we retain the right to pursue in small claims court any Claim that is within that court’s jurisdiction and proceeds on an individual basis. Aside from this sole exception, all other Claims must be resolved by binding arbitration pursuant to the terms set forth below.
• The arbitration shall be administrated by the American Arbitration Association or its successor (“AAA”) in accordance with its Consumer Rules or any other applicable AAA rules. (The AAA’s Consumer Rules are available at https://www.adr.org/Rules). To the extent there is a conflict between this arbitration provision and the AAA’s Consumer Rules, the arbitration provision controls. In the event that the AAA is no longer in business, then the parties will attempt to agree on an alternative agency. If one cannot be agreed to, then the parties agree that a court of competent jurisdiction may select the arbitration agency for them. The arbitration shall be conducted before a single arbitrator. The arbitration will be conducted in a mutually agreeable location in your state of residence. The decision of the arbitrator shall be final and binding and may be entered as a judgment by any court of competent jurisdiction.
• Before initiating an arbitration, you must first send, by certified mail or a nationally recognized courier service like Fedex or UPS, a written Notice of Dispute (“Notice”) addressed to: Legal Department, 111 Weir Drive, Woodbury, MN 55125 (“Notice Address”). The Notice must (i) describe the nature and basis of the Claim; and (ii) set forth the specific relief sought. If the you and we do not reach an agreement to resolve the Claim within 60 days after the Notice is received, you may commence an arbitration proceeding with the AAA by submitting the Notice of Dispute to the AAA and initiating the arbitration and sending a copy, by certified mail or courier service, of the initiated arbitration to the Notice Address. During the arbitration, other than informing the arbitrator that the Notice was properly provided, no information regarding any settlement offer made by either party shall be disclosed to the arbitrator. Unless prohibited by applicable law, any Claim must be submitted to us in a Notice of Dispute within one (1) year from the occurrence of the facts giving rise to such Claim.
• If the AAA determines that your Claim is part of a filing of multiple or mass case filings, then you agree that the AAA Supplementary Rules for Multiple Case Filings apply and you further agree not to oppose any motion by us for an order requiring you to initially advance all filing fees and arbitrator costs. If you succeed on your Claim in any multiple or mass case filing, the arbitrator may award you costs in any amount that would place you in an equal position as you had been in if you filed your Claim individually.
• Neither party shall pursue any class, collective, or representative claims. Unless the Supplementary Rules for Multiple Case Filings apply, the parties may not consolidate the arbitration with any other proceedings to which we are a party, except for an arbitration in which the parties to this agreement are the sole parties.
• The arbitrator shall be entitled to award injunctive relief, if applicable, specific to you and to award damages. To the extent allowed by applicable law, the parties agree that neither party will be liable to the other (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) for any indirect, special, incidental, consequential, exemplary or punitive damages or for any form of damages other than direct damages. The arbitrator shall award attorney’s fees and costs, including the expenses of the arbitration, to the prevailing party if the arbitrator finds that the non-prevailing party asserted frivolous or bad faith defenses or claims.
• Any award of the arbitrator shall have no preclusive effect in any future proceeding, except any future proceeding in which you and we are the sole parties.
• The Federal Arbitration Act, applicable federal law, and the laws of the state of Minnesota, without regard to principles of conflict of laws, will govern this agreement and any dispute, controversy, or claim of any sort that might arise between us.
• The parties agree that the arbitration proceedings and results are confidential and, except as required by law, neither party nor the arbitrator may disclose the existence, content, or results of any arbitration conducted pursuant to this agreement without the prior written consent of the parties.
• For the avoidance of doubt, this agreement applies to Claims involving any of Basecamp Fitness’s staff, agents, subsidiaries, affiliates, employees, board of directors, parents, franchisees, predecessors, successors, and assigns, each of which is an intended third-party beneficiary of this agreement. This agreement shall survive the termination of any other contractual or non-contractual relationship between us and you, including any membership relationship you may have with a franchisee.
• With the exception of subparts (d) and (e) above (the class action waiver and mass action rules), if any part of this arbitration provision is held to be invalid, unenforceable, or illegal, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not in it. If, however, subpart (d) or (e) above (the class action waiver and mass action rules) is held to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor us shall be entitled to arbitrate their dispute. If this agreement is found to be unenforceable on inapplicable for any reason, including because the class action waiver is found invalid, unenforceable, or illegal, then the sole and exclusive venue for the resolution of any Claim shall be the United States District Court for District of Minnesota or, if there is no federal jurisdiction over the action, in the courts of the State of Minnesota located in Minneapolis. Further, you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such Claim that is determined not to be subject to the arbitration provision.

CONTACT

For questions or comments related to the Sites or these Terms and Conditions, please email us at privacy@basecampfitness.com.

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