InGym Terms and Conditions

1. Who we are and how to contact us

InGym is provided by Mohamed Wahib EI, an individual entrepreneur (entrepreneur individuel) trading as ElShore, registered in France under SIREN 108434846, whose address is 138 avenue Victor Hugo, 75116 Paris, France ("ElShore", "we", "us").

Contacts:

• Legal notices, privacy and data requests, complaints and general questions: contact@ingym.net
• Technical support: support@ingym.net
• Billing and invoices: billing@ingym.net

Formal notices to ElShore may also be sent by registered letter to the address above.

2. These Terms and the documents they include

These Terms and Conditions ("Terms") form a contract between ElShore and the business that creates or uses an InGym workspace (the "Customer", "you"). The contract consists of:

• these Terms;
• the InGym Data Processing Addendum (the "DPA"), which is incorporated into these Terms; the exact DPA version is identified in the reference recorded with this version of the Terms;
• for a paid subscription, the plan, price, billing period and renewal terms shown and accepted at checkout (the "Order"); and
• any separate written order form or quote signed by both parties (for example for Enterprise), which prevails over these Terms only for the points it expressly covers.

The InGym Privacy Notice explains how ElShore handles personal data as a controller. It is provided for information and is not part of the contract.

If documents conflict, the order of precedence is: a signed order form, the DPA (for the processing of personal data), the Order, then these Terms.

These Terms are the general terms of sale of ElShore. Any general purchasing conditions of the Customer do not apply, even if referred to in a purchase order or other document.

3. Business customers only and eligible countries

InGym is a business-to-business service. It is offered only to businesses (such as gyms, fitness studios and sports clubs) and to the persons authorized to act for them. It is not offered to consumers. By accepting these Terms you confirm that the Customer is entering into this contract for the purposes of its trade, business or profession.

The person who accepts these Terms must be at least 18 years old and authorized to bind the Customer. That person confirms this authority through the separate InGym Representative Authority affirmation at signup.

At the date of these Terms, InGym is offered to businesses established in France, the rest of the European Union, the United Kingdom, Egypt, the United Arab Emirates and other countries, with the following exceptions:

• InGym is not currently offered to businesses established in the Kingdom of Saudi Arabia; and
• InGym is not offered in any country, or to any person, where providing it would breach applicable sanctions or export-control laws.

We may stop offering InGym to new customers in a country at any time. We may refuse or cancel a signup that does not meet these conditions or that contains false information.

4. The Service

InGym is cloud software for managing a gym business (the "Service"). Depending on the plan, it includes business and branch settings, staff accounts and roles, member records, memberships and packages, attendance and front-desk check-ins, records of payments that members make to the gym, reports and data export.

The member payments that a gym records in InGym, and the currency the gym chooses for those records, are separate from the price the Customer pays ElShore for InGym. InGym records member payments; it does not collect money from gym members on the gym's behalf.

Each plan has the limits described on the InGym pricing page and at checkout. At the date of these Terms:

• Starter: one branch, up to 150 active members and up to 3 staff user accounts, including the owner (accounts whose access has been removed still count towards this limit);
• Growth: up to three branches and up to 500 active members, with no staff-user limit set by the plan;
• Enterprise: no branch, active-member or staff-user limit set by the plan.

We may improve, change or remove features. During a paid period we will not materially reduce the core functionality of the plan the Customer has paid for. We provide the Service with reasonable care and skill, but we do not promise that it will be uninterrupted or error-free. Planned maintenance may cause short interruptions. No service-level agreement applies unless a signed order form provides one.

5. Accounts and users

The Customer is responsible for:

• giving accurate signup and billing information and keeping it up to date;
• the staff users it invites and the roles and permissions it gives them;
• all activity in its workspace by its users;
• keeping passwords and other credentials confidential and using multi-factor authentication where InGym requires or offers it; and
• telling us promptly at support@ingym.net if it suspects unauthorized access to its workspace.

The first owner account created at signup is the workspace owner. The Customer may change who controls its workspace by contacting support@ingym.net; we may ask for reasonable proof of authority before doing so.

6. Free trial

Each new business can use one free 14-day trial of the Starter or Growth plan.

• The trial starts when the workspace has been successfully set up after the signup email address has been verified. It lasts 14 consecutive days of 24 hours from that moment.
• The Starter and Growth buttons on the InGym website start a 14-day trial of the plan chosen. If no valid plan is chosen, the trial is of the Starter plan. Starting a trial does not start a paid subscription or create any payment obligation. Enterprise has no self-service trial and is arranged by contacting sales.
• No payment card or other payment method is required to start the trial.
• The trial is free. The free trial never charges automatically and never turns into a paid subscription automatically; a separately purchased subscription is charged as disclosed at checkout.
• Only one trial is available per business, including for the same business under a different name, email address or account. We may refuse or end a trial that we reasonably believe is a repeat trial or is being used abusively.
• The limits of the plan chosen for the trial apply during the trial.

At the end of the trial, unless the Customer has bought a paid subscription, the workspace enters restricted mode (section 10), in which ElShore may pause operational changes and in-app exports. The Customer's data is kept and is not deleted because the trial ended. The workspace owner keeps access to account settings, can buy a paid subscription at any time through checkout or the billing settings when paid plans are available; until then, by contacting billing@ingym.net, and can obtain an export of the workspace data on request through contact@ingym.net.

This trial policy applies to workspaces created through self-service signup on or after the date of these Terms. It does not change existing pilot arrangements or existing paid subscriptions.

7. Paid subscriptions, prices and renewal

Paid subscriptions are bought through checkout or the billing settings when paid plans are available; until then, by contacting billing@ingym.net. A paid subscription starts only when the Customer explicitly accepts the Order at checkout, including the price, billing period and automatic renewal. Signing up, using or ending a trial, or choosing a plan preference is never acceptance of a paid subscription.

List prices, in US dollars, at the date of these Terms:

• Starter: USD 79 per month, or USD 758 per year;
• Growth: USD 149 per month, or USD 1,430 per year;
• Enterprise: USD 299 per month, or USD 2,870 per year, unless a signed order form sets other terms.

The price that applies is the price shown and accepted at checkout. Subscriptions are billed in advance for each billing period (one month or one year).

If the Customer subscribes during its trial, checkout shows when the first payment will be taken; any remaining trial time may be carried into the paid subscription, in which case the first payment is taken when the trial ends.

Automatic renewal: a paid subscription renews automatically at the end of each billing period for a period of the same length, and the price for the new period is charged to the payment method on file, until the Customer cancels. Automatic renewal applies only to paid subscriptions that the Customer accepted at checkout. It never applies to a free trial.

Price changes: we may change the price of a plan. We will notify the Customer by email at least 30 days before the change applies to it. A new price applies only from the start of the next billing period that begins after the notice period. If the Customer does not accept the new price, it may cancel before that renewal and will not be charged the new price.

Plan changes: where the billing settings, or ElShore on the Customer's request, allow a change of plan or billing period, the new price, any price difference and when it applies are shown before the Customer confirms. The Customer must keep its usage within the limits of its plan.

8. Payment, invoices and taxes

Payments are processed by our payment provider, Stripe. By subscribing, the Customer authorizes us, through Stripe, to charge its payment method for each billing period until the subscription is cancelled. Card and bank details are handled by Stripe and are not stored by InGym.

An invoice is issued for each payment and is available through the billing settings or on request to billing@ingym.net. Each invoice is due on its issue date and is paid by the automatic charge.

VAT: ElShore applies the French VAT franchise scheme. VAT is not applicable under article 293 B of the French General Tax Code ("TVA non applicable, art. 293 B du CGI"). The prices shown are therefore final and no VAT is added by ElShore. The Customer is responsible for any tax, duty or levy that applies to it in its own country, including any reverse-charge VAT self-assessment. If the Customer is required by law to withhold or deduct any tax from a payment, it must increase the payment so that ElShore receives the full amount invoiced. If ElShore becomes required by law to charge VAT or a similar tax, that tax will be added to the price and shown on the invoice from the date the obligation arises, and we will tell the Customer in advance where we can.

Prices are in US dollars. Any currency conversion or foreign-transaction fee charged by the Customer's bank or card issuer is the Customer's responsibility.

Late payment: any amount not paid by its due date bears, from the day after the due date and without any reminder being needed, late-payment penalties at three times the French legal interest rate, together with the fixed indemnity for recovery costs of EUR 40 per invoice provided for by article L. 441-10 of the French Commercial Code. Where recovery costs are higher than that amount, ElShore may claim additional compensation on proof. No discount is given for early payment.

9. Failed payments

If a payment fails, Stripe will retry the charge over the following days and we may ask the Customer by email or in the app to update its payment method.

While a payment is outstanding, the subscription is past due and the workspace enters restricted mode (section 10), in which ElShore may pause operational changes and in-app exports. Users can still sign in, and the workspace owner can view the billing status, update the payment method, retry the payment and reactivate the subscription through checkout or the billing settings when paid plans are available; until then, by contacting billing@ingym.net, contact support and submit data requests. A failed payment does not lead to the deletion of the Customer's data.

If the payment is still outstanding at the end of the retry period, the subscription may be cancelled. The workspace then stays in restricted mode until the Customer buys a new subscription, and the outstanding amount remains due. Making the outstanding payment, or buying a new subscription, restores full access.

10. Restricted mode

A workspace is in restricted mode when its trial has ended without a paid subscription, when a payment is outstanding, or when its paid subscription has ended. In restricted mode:

• ElShore may pause day-to-day operational changes (such as recording check-ins, memberships and payments) and operational reports and exports in the app;
• users can still sign in, and the workspace owner keeps access to account settings, support and data requests, and can pay or reactivate through checkout or the billing settings when paid plans are available; until then, by contacting billing@ingym.net;
• the Customer's data is kept, and exports remain available on request through contact@ingym.net.

Restricted mode is not account closure and does not by itself start the deletion period in section 16. If a workspace has stayed in restricted mode without a paid subscription for 12 consecutive months, we may close the account after giving the workspace owner at least 30 days' notice by email; section 16 then applies.

11. Cancellation and refunds

The Customer may cancel a paid subscription at any time through the billing settings when paid plans are available, or by writing to billing@ingym.net. Cancellation takes effect at the end of the current billing period. The Customer keeps full access until then and is not charged again. After that, the workspace enters restricted mode.

Fees already paid are not refundable, and no refund or credit is given for the Customer's own cancellation or downgrade during a billing period, or for unused features, except:

• where we terminate the contract for convenience under section 15;
• where the Customer terminates because it does not accept a material change to these Terms under section 19, or because it objects to a new subprocessor under the DPA; or
• where a refund is required by mandatory law.

In those cases we refund the prepaid fees for the remaining, unused part of the billing period, calculated pro rata.

Changes that ElShore makes, such as changing the Customer's plan at its request or cancelling a duplicate subscription, may be prorated, and any resulting credit or refund calculated by Stripe is applied to the Customer's account or payment method.

Cancelling a subscription does not close the account or delete data. To close the account, see section 16.

12. Acceptable use and prohibited data

The Customer and its users must use InGym lawfully and only to manage the Customer's business. They must not:

• break any law, or infringe anyone's rights, including privacy and intellectual-property rights;
• upload malware, or try to break, probe, overload or bypass the security, rate limits or access controls of InGym;
• access another customer's data, or share accounts in a way that defeats user-level access control;
• copy, resell, sublicense, frame or rent the Service, or use it to build a competing product;
• reverse engineer the Service, except to the extent mandatory law allows it;
• use automated means to extract data, other than the export features we provide;
• send unsolicited or unlawful messages through the Service; or
• provide false signup information, or start repeat trials.

Prohibited data: InGym is not designed for sensitive data. The Customer must not enter or upload into InGym:

• special categories of personal data under article 9 of the GDPR, such as health, medical or injury details, or data revealing racial or ethnic origin, religious beliefs, sexual orientation or trade-union membership; the only exception is the predefined "medical" reason code that InGym offers when a membership is cancelled, which the Customer may record only where it has both a legal basis under article 6 and a condition under article 9(2) of the GDPR, as the Customer determines; free-text health details are not allowed anywhere, including in notes, in the "other" cancellation reason and in freeze or pause reasons;
• biometric data, including fingerprints or face templates; a member photo may be used only for visual identification at the front desk and must not be used for biometric matching;
• copies or numbers of identity documents, such as passports, national identity cards or driving licences; or
• full payment card numbers or bank account credentials.

Junior members: the Customer may record members under 18. As controller, the Customer decides the lawful basis for those records and limits the data it records about minors to what is necessary. The consent rules for children in article 8 of the GDPR apply only where the Customer offers an online service directly to a child; in France the age is 15, and below 15 consent must be given jointly by the child and a parent or guardian. Where those rules or other laws require the consent of a parent or guardian, the Customer is responsible for obtaining it.

We may remove content, or restrict access to it, if it breaches this section.

13. Customer data and data protection

The Customer owns the data it and its users enter into InGym ("Customer Data"). The Customer grants ElShore a non-exclusive right to host, copy, process and display Customer Data only as needed to provide, secure and support the Service and to comply with law.

For personal data in Customer Data, such as gym member and staff records, the Customer is the controller and ElShore is its processor. The DPA governs that processing. The Customer is responsible for having a lawful basis for the personal data it puts into InGym and for informing its members and staff as required by the data-protection law that applies to it.

ElShore is a controller for the personal data it needs to run the customer relationship, such as signup, billing, support, security and legal records. The InGym Privacy Notice describes that processing.

ElShore may use aggregated, de-identified information about the use of the Service to operate, secure and improve it, provided that it does not identify the Customer, its users or its members.

The Customer should export copies of the data it needs to keep. InGym is not a records-archiving service.

14. Intellectual property and confidentiality

ElShore and its licensors own InGym, including its software, design, documentation and trademarks. During the contract, ElShore grants the Customer a non-exclusive, non-transferable right for its users to use the Service for the Customer's internal business purposes, within the limits of its plan. No other right is granted.

If the Customer or its users send suggestions or feedback, ElShore may use them freely without any obligation to the Customer.

Each party will keep confidential the non-public information it receives from the other party in connection with the contract, use it only for the contract, and protect it with at least reasonable care. This does not apply to information that is or becomes public without fault of the receiving party, that the receiving party already knew or developed independently, or that it must disclose by law or court order (after notifying the other party where allowed). This obligation lasts for the duration of the contract and five years after it ends.

15. Suspension and termination

Suspension: we may suspend access to all or part of the Service, with prior notice where reasonably possible, if:

• it is necessary to protect the security or integrity of the Service, another customer or any person;
• the Customer or a user materially breaches section 12 (acceptable use and prohibited data);
• the signup information is false, or the Customer is not eligible under section 3; or
• we are required to do so by law or by a competent authority.

We will limit any suspension to what is necessary and restore access once the cause has been removed. Non-payment leads to restricted mode under section 10, not to suspension.

Termination by the Customer: the Customer may stop using the Service and close its account at any time (section 16). Paid fees are refundable only as stated in section 11.

Termination by ElShore:

• for a material breach by the Customer that is not remedied within 30 days of written notice, or immediately by written notice for a serious breach of section 12 or of applicable law;
• for convenience, by giving at least 60 days' written notice, or any longer notice required by applicable law having regard to the relationship, in which case we refund prepaid fees for the unused period; or
• as stated in section 10 for long-term restricted workspaces.

On termination, the Customer's right to use the Service ends, any amount due becomes payable, and section 16 applies to its data. Sections 8, 12, 13, 14, 16, 17, 18, 20 and 21 continue after termination.

16. Account closure, export and deletion

The workspace owner may ask to close the account at any time by writing to contact@ingym.net from the account email address, or through the app where available. We may ask for reasonable confirmation of the request.

Closure is final. From closure, users can no longer sign in and the workspace cannot be reopened or recovered.

Return or deletion: at the Customer's choice, ElShore returns the workspace data and then deletes the existing copies, or deletes it, unless applicable EU or Member State law requires it to be kept. Until 30 days after closure, the Customer can obtain an export on request by writing to contact@ingym.net, and ElShore provides it. If the Customer has not asked for an export by the end of those 30 days, the data is deleted.

The Customer's own records: the Customer is responsible for keeping its own copies of the records it must keep, in particular its tax and accounting records of member payments and receipts. It must export them before closure or request an export within the 30 days after closure, because ElShore deletes them afterwards.

Deletion: 30 days after closure, an automated deletion process removes the workspace from our live systems. It deletes the gym's data, including members, memberships and packages, attendance and check-ins, the gym's records of member payments and receipts, waivers, staff accounts, roles and shifts, branches, notifications, support tickets and workspace audit records, and the files uploaded to the workspace (member photos and waiver signatures). The sign-in identities of staff users who do not belong to another InGym business are deleted too.

Backups: deleted data may remain in backups for up to 30 days, until those backups expire. Backups are used only to restore the Service after an incident. If a backup is restored, completed deletions are applied again before normal processing resumes.

What ElShore keeps: ElShore keeps its own accounting records for 10 years as required by French accounting law (article L. 123-22 of the French Commercial Code): the Customer's identity as shown on invoices (name, country and tax identifiers) and its InGym subscriptions, invoices and credits. These are ElShore's records of its sales to the Customer; they are not the gym's records of payments by its members, which are deleted. Separately, ElShore keeps its platform audit records (records of administrative and security actions on the platform, such as account creation, closure and deletion) for 5 years after closure, for security and to establish, exercise or defend legal claims within the general limitation period (article 2224 of the French Civil Code). ElShore also keeps the records needed to prove the formation and performance of the contract for as long as needed to establish, exercise or defend legal claims.

17. Warranties and liability

The Service is provided as described in these Terms. To the extent permitted by law, ElShore gives no other warranty, express or implied, including any warranty of fitness for a particular purpose. The Customer is responsible for checking that the Service meets its needs and for the decisions it takes based on the information in InGym.

Each party is liable to the other only for direct loss caused by its breach of contract. Neither party is liable for indirect loss within the meaning of French law. The reasonable cost of restoring Customer Data lost or corrupted through ElShore's breach is direct loss.

Cap: each party's total aggregate liability to the other for all claims arising out of or in connection with the contract is limited to the greater of:

• the total amounts paid by the Customer to ElShore for the Service in the 12 months before the event giving rise to the first claim; and
• USD 1,000.

Customer indemnity: the Customer will compensate ElShore for amounts that ElShore must pay to third parties, and the reasonable costs of defending the claim, where the third-party claim results from Customer Data entered in breach of these Terms or of data-protection law, or from the Customer's breach of section 12, except to the extent caused by ElShore's own fault. ElShore will notify the Customer promptly of the claim, let the Customer conduct or take part in the defence, not settle without the Customer's consent (which may not be unreasonably withheld), and give reasonable cooperation. This indemnity is subject to the cap above.

For both parties, these exclusions and limits do not apply to liability for death or personal injury, for fraud, wilful misconduct (dol) or gross negligence (faute lourde), or to any liability that cannot be limited or excluded by law. The cap does not limit the Customer's obligation to pay the fees due under the contract.

Neither party is liable for a failure caused by an event of force majeure within the meaning of article 1218 of the French Civil Code, including major failures of hosting, network or payment providers outside its control.

Claims by either party are subject to the limitation periods set by law.

18. Support and complaints

Support is provided by email at support@ingym.net on French business days. We aim to answer promptly but do not guarantee a response time unless a signed order form provides one.

Complaints can be sent to contact@ingym.net. We will acknowledge a complaint and try to resolve it within 30 days. Before starting court proceedings, each party will try in good faith to resolve the dispute amicably for at least 30 days after written notice of the dispute, except where urgent measures are needed.

19. Changes to these Terms and re-acceptance

We may update these Terms, the DPA or the Representative Authority affirmation. Each version has its own version identifier and effective date, and the current versions are published on the InGym website.

Material changes: if a change materially affects the Customer's rights or obligations (for example its price, liability, data-protection terms or the scope of the Service), we will notify the workspace owner by email or in the app at least 30 days before the change takes effect, unless a shorter period is required by law or for security reasons. The Customer must accept the new version to continue using the Service after its effective date: from that date, the workspace owner or another authorized user will be asked to accept the new version when signing in, and full use of the Service may be paused until it is accepted. If the Customer does not accept a material change, it may cancel and close its account before the change takes effect and receive a pro rata refund of prepaid fees for the unused period.

Other changes: changes that are not material (for example corrections, clarifications, or new optional features) take effect when the new version is published.

Price changes are governed by section 7.

20. General

Electronic acceptance: acceptance of these Terms online, and our electronic records of that acceptance (including the version accepted and its date), are valid evidence between the parties.

Notices: we send notices to the email address of the workspace owner. The Customer sends notices to contact@ingym.net.

Assignment: the Customer may not transfer the contract without our written consent. We may transfer the contract to a successor of our business that takes over the Service, after notifying the Customer.

Subcontracting: we may use subcontractors and subprocessors to provide the Service, in accordance with the DPA, and remain responsible for them.

Entire agreement: the contract described in section 2 is the entire agreement between the parties about the Service and replaces any earlier discussion about it.

Severability and waiver: if a provision is held invalid, the rest of the contract remains in force. Failing to enforce a right is not a waiver of it.

Independent parties: nothing in the contract creates a partnership, agency or employment relationship.

Language: these Terms are written in English. Any translation is for convenience; the English version prevails.

21. GOVERNING LAW AND JURISDICTION

These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes, are governed by French law.

JURISDICTION: SUBJECT TO THE AMICABLE-RESOLUTION STEP IN SECTION 18, WHERE LEGALLY VALID, THE COMPETENT PARIS COURTS HAVE EXCLUSIVE JURISDICTION OVER ANY SUCH DISPUTE, INCLUDING IN CASE OF MULTIPLE DEFENDANTS, THIRD-PARTY CLAIMS OR SUMMARY PROCEEDINGS; OTHERWISE MANDATORY JURISDICTION RULES APPLY.

22. Data Processing Addendum

These Terms incorporate the English InGym Data Processing Addendum, document ingym-dpa-en. The exact DPA version and source fingerprint that form part of this version of the Terms are recorded in the incorporated-DPA reference published with these Terms. By accepting these Terms, the Customer also accepts that DPA.