Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and MatSync ("Company," "we," "us," or "our") concerning your access to and use of our web application, admin panel, and mobile applications (iOS and Android) (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use our Services.

Important: These Terms contain an arbitration clause and class action waiver that affects your legal rights. Please review Section 14 carefully.

2. User Categories and Definitions

Our Services are designed for two primary user categories:

• "Facility Managers" or "Managers": Owners, operators, or administrators of fitness facilities, gyms, martial arts schools, or training centers who use our Services to manage their business operations
• "Members" or "Users": Individuals who use our Services to access facility schedules, track progress, manage subscriptions, and participate in activities offered by Facility Managers

Where these Terms apply differently to Facility Managers and Members, this will be clearly indicated.

3. Eligibility and Account Registration

3.1 Age Requirements

You must be at least 13 years of age (or 16 in the EEA) to use our Services. If you are under 18 years of age (or the age of majority in your jurisdiction), you must have your parent or legal guardian's permission to use the Services.

3.2 Account Creation

To access certain features of the Services, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and update your information to keep it accurate and current
• Maintain the security and confidentiality of your password
• Immediately notify us of any unauthorized use of your account
• Accept responsibility for all activities that occur under your account

3.3 Account Restrictions

You may not:

• Create an account using false or fraudulent information
• Create multiple accounts without our prior authorization
• Share your account credentials with others
• Use automated means to create accounts
• Transfer your account to another person without our consent

4. User Obligations and Acceptable Use

4.1 General Obligations

You agree to use the Services in compliance with:

• These Terms and all applicable laws and regulations
• Any additional rules or policies posted on the Services
• Facility-specific rules and policies (for Members using facilities managed through our Services)

4.2 Prohibited Activities

You may not:

• Use the Services for any illegal purpose or to violate any laws
• Impersonate any person or entity, or falsely claim affiliation with any person or entity
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Attempt to gain unauthorized access to any portion of the Services or any other systems or networks
• Use any automated system (bots, scrapers, spiders) to access the Services without our prior written consent
• Transmit any viruses, malware, or other malicious code
• Harass, threaten, defame, or intimidate other users or our employees
• Collect or harvest personal information about other users without their consent
• Post or transmit any content that is illegal, offensive, fraudulent, or infringes on the rights of others
• Circumvent or attempt to circumvent any security features or technological protection measures

4.3 Facility Manager Obligations

If you are a Facility Manager, you additionally agree to:

• Provide Members with a safe, reliable, and professional experience
• Ensure your facility and operations comply with all applicable laws, regulations, permits, and licenses
• Maintain appropriate insurance coverage for your facility and operations
• Accurately represent your services, pricing, and availability
• Handle all tax obligations related to your business operations
• Respond promptly to Member inquiries and resolve disputes professionally

4.4 Member Obligations

If you are a Member, you agree to:

• Abide by all rules and policies of any facility you access through our Services
• Assess your own physical fitness and health before participating in activities
• Obtain appropriate medical clearance before engaging in physical activities
• Respect other Members, instructors, and facility staff
• Promptly pay all fees and charges associated with your membership or services

5. Service Description and Availability

5.1 Services Provided

We provide a digital platform that enables:

• For Facility Managers: Business management tools including member management, scheduling, attendance tracking, payment processing, progress monitoring, and reporting
• For Members: Access to facility schedules, class bookings, subscription management, progress tracking, and communication with facilities

5.2 Service Availability

The Services are provided on an "AS IS" and "AS AVAILABLE" basis. We do not guarantee that:

• The Services will be uninterrupted, timely, secure, or error-free
• The results obtained from using the Services will be accurate or reliable
• The quality of any services, information, or other material obtained through the Services will meet your expectations
• Any errors in the Services will be corrected

5.3 Modifications to Services

We reserve the right to:

• Modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice
• Impose limits on certain features and services or restrict access to parts or all of the Services

6. Payment Terms and Billing

6.1 Subscription Plans

Our Services are offered on a subscription basis with the following billing options:

• Monthly subscriptions
• Annual subscriptions
• Custom enterprise plans (by arrangement)

6.2 Payment Processing

Payments are processed through third-party payment processors (including Stripe). By providing payment information, you:

• Authorize us to charge the payment method for all fees incurred
• Represent that you are authorized to use the payment method provided
• Agree to pay all charges at the prices in effect when incurred
• Agree that your payment method may be charged automatically for recurring subscriptions

6.3 Billing Cycle

• Monthly Plans: Billed on the same day each month based on your initial subscription date
• Annual Plans: Billed once per year on your subscription anniversary date, and automatically renewed unless canceled

6.4 Price Changes

We reserve the right to change our subscription fees. We will provide at least 30 days' advance notice of any fee increases. Your continued use of the Services after the fee increase takes effect constitutes acceptance of the new fees.

6.5 Refund Policy

All payments are non-refundable except as required by applicable law or as expressly stated in these Terms. We do not provide refunds or credits for:

• Partial subscription periods
• Unused subscription time when you cancel your account
• Months or years unused when you are banned or your account is terminated

6.6 Free Trials

We may offer free trials for certain subscription plans. Unless you cancel before the end of the trial period, you will be automatically charged for a full subscription. Trial eligibility is determined at our sole discretion.

6.7 Taxes

You are responsible for all applicable taxes associated with your use of the Services. If we are required to collect taxes, they will be added to your invoice.

7. Intellectual Property Rights

7.1 Our Intellectual Property

The Services and all content, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, and the design, selection, and arrangement thereof) are owned by MatSync, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

7.2 License to Use Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Access and use the Services for your personal or business purposes
• Download and use our mobile applications on devices you own or control

You may not:

• Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any content, software, products, or services obtained from the Services
• Reverse engineer, decompile, or disassemble the Services
• Remove or modify any copyright, trademark, or other proprietary notices

7.3 User Content License

By posting, uploading, or submitting content to the Services ("User Content"), you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Services and our business, including for promoting and redistributing part or all of the Services.

You represent and warrant that:

• You own or have the necessary rights to the User Content you submit
• The User Content does not violate any third-party rights
• You have obtained all necessary consents, releases, and permissions from any individuals identifiable in your User Content

8. Privacy and Data Protection

Our collection and use of personal information in connection with the Services is described in our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our practices.

By using the Services, you consent to our collection and use of personal data as outlined in the Privacy Policy.

9. Disclaimer of Warranties and Limitation of Liability

9.1 Nature of Services

Our obligations are obligations of means, not results. We provide the platform and tools, but we do not guarantee specific outcomes or results from using the Services.

9.2 Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

• THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED
• WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
• WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
• WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICES
• WE ARE NOT RESPONSIBLE FOR THE CONDUCT OF FACILITY MANAGERS, MEMBERS, OR OTHER USERS

9.3 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL MatSync, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• THIS INCLUDES DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES
• OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE LESSER OF: (A) THE AMOUNT YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $100

9.4 Health and Safety

IMPORTANT HEALTH DISCLAIMER:

• Physical activity involves inherent risks of injury. Consult a physician before beginning any exercise program
• We are not responsible for any injuries, health conditions, or other damages that may result from your participation in physical activities
• Facility Managers are solely responsible for ensuring safe facilities and appropriate instruction
• Members assume all risks associated with their participation in physical activities

9.5 Third-Party Services

We are not responsible for:

• The quality, safety, or legality of services provided by Facility Managers
• The accuracy of information provided by Facility Managers or Members
• Disputes between Facility Managers and Members
• Actions or omissions of third-party service providers (payment processors, hosting providers, etc.)

10. Indemnification

You agree to indemnify, defend, and hold harmless MatSync and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses (including reasonable attorneys' fees) arising from or relating to:

• Your use or misuse of the Services
• Your breach of these Terms
• Your violation of any law or the rights of a third party
• Your User Content
• Your negligence or willful misconduct
• Any disputes between you and other users or between you and third parties

11. Termination and Account Cancellation

11.1 Termination by You

You may cancel your account at any time by:

• Accessing your account settings and following the cancellation procedure
• Contacting our customer support team at [email protected]

Cancellation will take effect at the end of your current billing period. You will not receive a refund for any unused portion of your subscription.

11.2 Account Deletion

You may permanently delete your account at any time. This action is irreversible and will result in:

• Immediate loss of access to all Services
• Permanent deletion of your personal data within 30 days
• Removal from backup systems within 90 days
• No refund for any remaining subscription period

To delete your account:

• Navigate to Settings → Account → Delete Account in the app or admin panel
• Email a deletion request to [email protected] from your registered email

Data Retention: Some data may be retained for legal and regulatory compliance (e.g., transaction records for tax purposes, security logs for fraud prevention). See our Privacy Policy for complete details.

Note for Google Play Users: This account deletion process complies with Google Play's data deletion requirements.

11.3 Termination by Us

We may suspend or terminate your account and access to the Services, at our sole discretion, without notice or liability, for any reason, including:

• Breach of these Terms
• Fraudulent, abusive, or illegal activity
• Non-payment of fees
• Prolonged inactivity
• Requests by law enforcement or government agencies

11.4 Effect of Termination

Upon termination:

• Your right to use the Services will immediately cease
• We may delete your account and all associated data
• You will not be entitled to any refund of fees already paid
• Sections of these Terms that by their nature should survive termination will survive (including Sections 7, 9, 10, 12, 13, and 14)

12. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with applicable international laws and the laws of the jurisdiction where our primary business operations are located, without regard to conflict of law provisions.

Subject to the arbitration provisions in Section 14, any legal action or proceeding arising out of or relating to these Terms or the Services shall be resolved through the dispute resolution mechanisms outlined in Section 14.

For users in the European Economic Area (EEA), United Kingdom, or Switzerland, you may also have the right to bring claims in your local courts under applicable consumer protection laws.

13. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms with a new "Effective Date"
• Sending an email notification to your registered email address
• Displaying a prominent notice in the Services

Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Services and cancel your account.

14. Dispute Resolution and Arbitration

14.1 Informal Resolution

Before filing a formal claim, you agree to first contact us at [email protected] to attempt to resolve any dispute informally. We will attempt to resolve the dispute in good faith within 60 days.

14.2 Binding Arbitration

If we cannot resolve the dispute informally, any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration, except as provided below.

Arbitration Rules:

• Arbitration will be conducted by a neutral arbitration service in accordance with their applicable arbitration rules
• Arbitration will be conducted online or at a mutually agreed location to minimize costs and inconvenience
• The arbitrator's decision will be final and binding
• Judgment on the arbitration award may be entered in any court having jurisdiction
• For users in jurisdictions where arbitration clauses are not enforceable, this provision shall not apply and disputes will be resolved according to local laws

14.3 Class Action Waiver

YOU AND MatSync AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Unless both you and MatSync agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

14.4 Exceptions

Either party may bring a lawsuit in court solely for:

• Intellectual property infringement claims
• Claims seeking injunctive relief
• Small claims court actions (within jurisdictional limits)

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and MatSync concerning the Services and supersede all prior agreements and understandings.

15.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

15.3 No Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without our prior written consent. We may assign these Terms at any time without notice or consent.

15.5 Force Majeure

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

15.6 Export Control

The Services may be subject to export control laws. You agree to comply with all applicable export and re-export control laws and regulations.

15.7 Electronic Communications

By using the Services, you consent to receiving electronic communications from us. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

16. Contact Information

If you have questions about these Terms, please contact us: