IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING THE SOFTWARE
1 LICENSE AGREEMENT
This iQniter license agreement is a legal agreement between you, (hereinafter "licensee" or “you”) and iQniter (hereinafter "iQniter") for the license of the iQniter Cardio Training™, BasiQ™, BasiQ+™, BiQing™ (hereinafter “iQniter Cardio Training™”) and/or DesiQner™ software, together with the related media and documentation, source code, services and any other materials (hereinafter “software”). Click the “Accept” field after reviewing the terms and conditions of this limited license agreement and agree to be bound by them. In the event that you do not agree to these terms, you are not allowed to install the software to your computer. You must click the "Reject" field and erase or otherwise destroy all possible copies of the software in your possession. By using the software, you agree to accept and to abide by the terms of this agreement.
iQniter reserves the right to change the terms, conditions, and notices under which the software is offered, including but not limited to the charges associated with the use of the Software, with or without notice. If a revision, in our sole discretion, is material, we will strive to notify you (for example via email to the email address associated with your account or by notification in the Software). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, you are obliged to stop using the Software and Services.
3 GRANT AND SCOPE OF LICENSE
iQniter Cardio Training™ is software that is designed for group exercise classes or for the cardio-floor of the fitness club. DesiQner™ is software designed for design and planning of sessions in the fitness club. Some features in the software are based on free cloud services, and iQniter reserves the rights to within a reasonable notice to terminate or change conditions for these services. iQniter software stores information about media playlists to be used in connection with designing and replaying designed sessions. iQniter has no responsibility for the rights to use the media, and it is the responsibility of the licensee and/or the users to be in possession of all required rights to use and replay music/video in any context of applying iQniter software.
4 SOFTWARE AND UPDATES
Use of our Service requires you to download a client software package (SOFTWARE). The services is, to a large extend cloud based, and the downloaded software provides access to these services.
IQNITER HEREBY GRANTS THE LICENSEE A LIMITED, NONEXCLUSIVE, NONTRANSFERABLE, REVOCABLE LICENSE TO USE THE SOFTWARE, SOLELY TO ACCESS THE SERVICES.
Copyright and other intellectual property rights and title in and to the Software and the results of Services, and all modifications, alterations, enhancements and changes thereof, shall at all times belong to iQniter.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.
7 THE LICENSEE
- May install and use the Software solely on Computers within the Location the Software was registered for;
- Shall not copy the Software or Documentation except where such copying is necessary for the purpose of back-up or operational security. The copies shall contain all the same legends and copyright notices as the original;
- May not reverse engineer, disassemble or decompile the Software;
- May not copy, sell, rent, lease, distribute, sublicense, assign, or otherwise transfer Software except as expressly permitted hereunder;
- May not stream or use on-demand video distribution outside the location the software was registered for, which is considered use outside of the location (ad I.).
- Acknowledges that it has no right to have access to the Software in source code form or in unlocked coding or with comments;
- Is responsible for keeping password secure and confidential. If a password should be forgotten, then a new password may be acquired via iQniter Web Site or other services;
- Is responsible to keep user information, hereunder name, address, email, phone, username updated on iQniter Web Site and in the iQniter Software;
- Is responsible for complying with:
- Hardware and software requirement specifications
- Underlying software, including latest versions of Microsoft Windows updates
- Stable internet connection
- Always being up-to-date with latest version of iQniter software;
- Is responsible to be in possession of all required rights to use and replay music/video in any context of applying iQniter software.
The subscription on some iQniter products and solutions covers the period (ex 12 whole months + the current month) where the subscription is available to the Customer. After each period the service agreement is automatically extended for a new period. In good time before period expires a new invoice will be forwarded covering the following period. A subscription agreement must be terminated no later than 3 months before the expiration. If the service agreement is terminated later than this, it will be renewed for a new period. The distributor and/or the supplier do not refund payments for service agreements, provided it is terminated during an agreement period. Termination can only be done in writing by letter or email to the distributor or directly to iQniter.
If subscription is terminated, the service license will be reduced to offline functionality, and can be completely terminated without further notice.
9 PERSONAL DATA
The Licensee is generally obligated to comply with the General Data Protection Regulation (EU 2016/679) when processing End-User's (meaning the person using the iQniter products and services) personal data. Further, the Licensee is subject to a duty of confidentiality meaning that the Licensee and its employees may not disclose the personal data of the End-Users to anyone else than the Licensee's data processors. In addition, the Licensee may only use the personal data of the End-Users to provide the Licensee's fitness services to the specific End-User. Consequently, the License may not use the personal data of the End-User to market their own services or to sell or otherwise disclose the personal data to third parties. When the agreement with iQniter terminates the Licensee is obligated to delete any and all personal data that the Licensee has received on the End-User immediately.
10 THIRD PARTY ACKNOWLEDGEMENTS
The Software includes SUUNTO Oy software components: Software Development Kit and TrainingLab.
11 TRIAL TERM
Software may be licensed on a trial basis. LICENSEE’s rights to use trial software are limited terms explicitly stated in such cases.
iQniter may, at its sole discretion provide, but is not obligated to provide, technical support, modifications, enhancements and updates for the Software.
Unless otherwise agreed in writing, iQniter is not obliged to provide any additional services, updates, or upgrades.
13 E-MAIL AND OTHER SERVICES
iQniter may, at its sole discretion maintain a server for the e-mail function of the Software. iQniter has the right to change or cancel such service at any time. iQniter does not provide any warranty for these services. The e-mail function is not guaranteed to be uninterrupted or error free.
iQniter uploads user’s personal and training data to iQniter cloud or iQniter partner web-sites, e.g. Movescount (Trademark of SUUNTO). The data uploaded to Movescount are handled according to the terms for using Movescount http://www.movescount.com/termsofuse. iQniter has the right to change or cancel such service at any time. iQniter does not provide any warranty for these services. The Movescount upload service and similar services are not guaranteed to be uninterrupted or error free.
14 TRANSFER OF RIGHTS
iQniter shall be entitled to transfer all rights stemming from the use and subscription of the Services to a third party in so far this is part of a whole or partial business transfer. These rights also includes the right to execute any restructuring of the business and dividing the business.
15 DISCLAIMER OF WARRANTIES
THE SOFTWARE IS LICENSED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. IQNITER DOES NOT WARRANT THAT THE SOFTWARE WILL MEET REQUIREMENTS OF THE LICENSEE OR OPERATE UNINTERRUPTED OR ERROR-FREE. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR REQUIRED BY STATUTE, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE. IQNITER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND SATISFACTORY QUALITY AND NON-INFRINGEMENT. IQNITER’S SOFTWARE IS NOT FAULT TOLERANT AND IS NOT DESIGNED FOR USE IN MEDICAL OR OTHER PURPOSES WHEN FAILURE COULD LEAD DIRECTLY TO DEATH OR PERSONAL INJURY.
IQNITER OR ITS AFFILIATES, OFFICES, EMPLOYEES, AGENTS, SUPPLIERS or LICENSORS ARE NOT RESPONSIBEL FOR LOSS OF USER DATA OR USER DEFINED SETTINGS IN THE SYSTEM, HEREUNDER CLAIMS BASED ON CLAIMS FROM THIRD PARTIES. NOR THEY ARE RESPONSIBLE FOR LOSS OR DAMAGE OF USER’S DATA OR USER’S DEFINED SETTINGS.
16 DAMAGES, LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY MANDATORY LAW, IN NO EVENT WILL IQNITER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS AND LOST SAVINGS, OR FOR THE LOSS OF, DAMAGE TO, OR ALTERATION OF DATA OR DATA FILES OF THE OTHER PARTY DUE TO ANY CAUSE AND THE RESULTING DAMAGES AND EXPENSES INCURRED, SUCH AS EXPENSES BASED ON THE RE-CREATION OF DATA FILES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement shall enter into force after being accepted by the LICENSEE. The LICENSEE may terminate this Agreement at any time by destroying all copies of the Software in possession of the LICENSEE. iQniter may terminate this Agreement with an immediate effect, if the LICENSEE commits a substantial breach of the terms and conditions of this Agreement and if the breach is remediable, LICENSEE fails to remedy within fourteen (14) days from the written notice of iQniter.
18 OTHER TERMS
The laws of Denmark excluding all choice of law provisions shall govern this Agreement. The United Nations Convention on Contracts for the International Sale of Goods, done at Vienna April 11, 1980 is excluded. All disputes arising out of or in connection with this Agreement shall be resolved by arbitration under the rules of the Arbitration Institute of the Central Chamber of Commerce of Denmark. The arbitration tribunal shall consist of one (1) arbitrator. The Arbitration shall take place in Copenhagen, Denmark. The arbitration shall be conducted and the arbitration award shall be given in Danish or, if the Licensee is not Danish Company, in English. The laws of Denmark shall govern any and all of the parties’ rights, remedies liabilities, powers and duties. The parties also agree that they are and shall be subject to the jurisdiction of the courts of Denmark.
This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, undertakings, and other representations and communications between the Parties. All changes and amendments to this Agreement shall only be valid if agreed in writing by both Parties.
In the event that any provision of this Agreement is declared invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. Parties undertake to negotiate in good faith for the replacement of such provision with a valid and enforceable provision.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
Version 1.2, 25 November 2018