Terms of Service

September 4, 2019

1. Agreement

These Terms of Use (the “Terms”) are a binding contract between you and Catalyft Labs, Inc.. (“Perch” “we” and “us”). These Terms set forth the terms and conditions regarding your access to and use of the Perch website and any other services offered as part of the Perch platform (the “Services”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Service. As used herein, the term “Participating Organization” means any organization or entity that has entered into an agreement with Perch regarding the use of the Services by the Participating Organization’s members, employees, or students (as applicable) at the Participating Organization’s gymnasium or similar athletic space.

PLEASE NOTE THAT PERCH DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE AVAILABLITY, FITNESS, LAWFULNESS, OR OTHER CHARACTERISTICS OF ANY PARTICIPATING ORGANIZATION’S FACILITIES OR EQUIPMENT THAT USERS MAY UTILIZE WHILE USING PERCH’S SERVICE. YOU UNDERSTAND AND AGREE THAT THE PARTICIPATING ORGANIZATION’S EMPLOYEES OR OTHER AGENTS ARE NOT EMPLOYEES OR AGENTS OF PERCH, AND PERCH IS NOT RESPONSIBLE FOR THEIR CONDUCT.

YOU ARE RESPONSIBLE FOR ENSURING THAT YOU ARE OF AN APPROPRIATE FITNESS LEVEL TO USE THE SERVICE. EXERCISE GENERAL COMMON SENSE IN DETERMINING WHETHER YOU ARE OF ADEQUATE PHYSICAL CONDITION TO USE THE SERVICE. IF YOU ARE IN ANY DOUBT, PLEASE CONSULT A DOCTOR OR PHYSICIAN.

PLEASE NOTE THAT, EXCEPT AS PROVIDED BELOW, THESE TERMS REQUIRE RESOLUTION OF DISPUTES THROUGH USE OF AN ARBITRATION SERVICE. YOU HEREBY AGREE THAT ALL DISPUTES ARISNIG FROM, RELATED TO, OR IN CONNECTION WITH YOUR USE OF THE SERVICES WILL BE RESOLVED IN ACCORDANCE WITH THE ARBITRATION AND GOVERNING LAW PROVISIONS SET FORTH IN SECTION 19 BELOW.

2. Modification

Perch reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. If we modify these Terms, we will either post a notification of the modification on our website or otherwise provide you with notice of the change. The date of the last modification will also be posted at the beginning of these Terms. It is your responsibility to check from time to time for updates. By continuing to access or use the Service, you are indicating that you agree to be bound by any modified Terms.

3. Privacy Policy

These Terms include the provisions in this document, as well as those in the Privacy Policy.

4. Eligibility

The Services are intended solely for persons who are at least 13 years old. By using the Services you represent and warrant that you are at least 13 years old. If you are not 13 or older, you may not use the Service.

In compliance with the requirements of Children’s Online Privacy Protection Act (COPPA), we do not collect any information from any person under 13 years of age. If you are aged 13 years or younger, you may not use our Services or access or provide any user information. If you are 13 or older but under the age of 18, you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child who is 13 or older but under the age of 18, you are fully responsible for his or her use of the Service.

5. User Accounts; Relevant Users

You are required to sign up for an account, and select a password and user name (“User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You are obligated to use your own name.

“Athletes” are users affiliated with a Participating Organization that do not have supervisory authority over other athletes. “Administrators” are users affiliated with a Participating Organization that have supervisory authority over athletes affiliated with that Participating Organization. Administrators have access to all of the data associated with Athletes they supervise. As a non-limiting example, a Participating Organization’s strength and conditioning coaches and trainers are typically Administrators. Each Administrator is either a junior Administrator or a senior Administrator. Each Participating Organization has one or more senior Administrators who determine which Athlete accounts each junior Administrator will have access to.

If you would like us to terminate your account, please contact us at support@perch.fit. Upon receipt of your request, and except as set forth below, we will remove your account and your associated information from the Services within a reasonable time period. Please note that any information you have submitted to publicly accessible areas of the Services (such as a blog or message board) may not be removable. If we intend to remove your account, we will try to provide advance notice to you prior to our removal of your account, but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Perch.

Furthermore, you may not transfer your account to anyone else without our prior written permission.

6. Acceptable Use

Perch hereby grants you permission to use the Services provided such use is in compliance with these Terms, and you further specifically agree that your use will adhere to, and that you understand the following restrictions and obligations:

If you are an Athlete, you may only use the Services for personal use. If you are an Administrator, you may only use the Services for professional use and only for overseeing the athletes’ workout data and accounts. With respect to all users, you may not transfer your access to others, or allow others to access the Services through your own access. If you wish to create an organizational or business account, please contact Perch at support@perch.fit

You may only use the Services for lawful activity. It is your responsibility to comply with all applicable local, state, and federal laws and regulations.

You may not interfere with or damage the Services including, without limitation, through the use of viruses, bots, harmful code, denial-of-Services attacks, backdoors, packet or IP address spoofing, forged routing, or any similar methods or technology.

Except as authorized through the Service, you may not copy, rip, or capture any content encountered on the Service.

You may not use the Services to upload, transmit, or promote any material that infringes or violates the intellectual property rights or any other rights of anyone else (including Perch).

7. Content

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws.

Further, you acknowledge that the Services, including all associated intellectual property rights, are the exclusive property of Perch and its licensors.

Conditioned upon your compliance with these Terms, Perch grants you a limited, non- exclusive, non-transferable license, to (i) access, view, and use the Services solely for your personal use and (ii) access and view any Content to which you are permitted access. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast or otherwise exploit Services, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Perch or its licensors, except for the licenses and rights expressly granted in these Terms.

We may, at our sole discretion, permit you to post, upload, publish, submit or transmit content, including but not limited to workout routines or other demonstrations, (“User Content”). For the avoidance of doubt, all data collected by Perch as a result of an Athlete’s use of the Services is considered “User Content”. By submitting any User Content on or through the Services, you grant to Perch a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, transmit, stream, broadcast, access, view, and otherwise exploit such User Content, in any media, in order to (i) with respect to User Content other than your Athlete data, operate, promote, improve, or market the Services; and (ii) with respect to your Athlete data, operate and improve the Services. You acknowledge and agree that you are solely responsible for all User Content. Accordingly, you represent and warrant that you have all rights, licenses, consents and releases that are necessary to grant to Perch the license above.

8. Apple App Store Terms

These Terms apply to your use of all the Services, including the iPhone and iPad applications available via the Apple, Inc. (“Apple”) App Store (the “Application”), but the following additional terms also apply to the Application:

  1. Both you and Perch acknowledge that the Terms are concluded between you and Perch only, and not with Apple, and that Apple is not responsible for the Application or the Content;
  2. The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
  3. You will only use the Application in connection with an Apple device that you own or control;
  4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
  5. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
  6. You acknowledge and agree that Perch, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
  7. You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Perch, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
  8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
  9. Both you and Perch acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
  10. Both you and Perch acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.

9. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You agree that Perch has the right, but not the obligation, to use such Feedback without any obligation to provide you credit, royalty payment, or ownership interest in the changes to the Service.

Perch respects copyright law and expects our users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”) of 1998, the text of which may be found on the U.S. Copyright Office website at https://www.copyright.gov/legislation/dmca.pdf, Perch will respond to claims of copyright infringement committed using the Services that are reported to us, provided they meet the criteria below.

  1. the identity of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by this Notice, a comprehensive list of the copyrighted works that you claim have been infringed;
  2. the material that you claim is infringing, and information reasonably sufficient to permit us to locate the material, including at a minimum, the URL of the link shown on the Services where such material may be found;
  3. your mailing address, telephone number, and, if available, email address;
  4. a statement that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
  5. a statement that the information in this Notice is accurate and, under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed; and
  6. your full legal name and your electronic or physical signature.

You may deliver this notice, with all items completed, to us, as follows:

Catalyft Labs, Inc.
288 Norfolk Street,
Cambridge MA 02139
contact@perch.fitUpon receipt of the Notice as described below, Perch will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Service.

11. Termination

Perch may immediately and without notice terminate these Terms and disable your access to the Services if Perch determines, in its sole discretion, that (a) you have materially breached these Terms; (b) you have violated applicable laws, regulations or third-party rights; © such action is needed to protect the safety or property of other users, Perch, or third parties; or (d) the agreement with the Participating Organization terminates.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

12. Third Party Content

By using Perch’s Services, Perch may provide you with access to third party websites, information, and Services, including but not limited to third party databases, networks, servers, software, programs, systems, directories, applications, or products. You hereby acknowledge that Perch does control such third-party websites and Services, and cannot be held responsible for their content, operation, or use. Perch does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or Services provided by such third-party websites and Service. Perch disclaims any and all responsibility or liability for any harm resulting from your use of such third-party websites and Services, and you hereby irrevocably waive any claim against Perch with respect to the content or operation of any such third-party websites and Service.

13. Disclaimer of Warranties; Disputes with Other Users

YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” AND PERCH, ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. PERCH, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH THE SERVICES.

Because some states do not permit disclaimer of implied warranties, you may have additional consumer rights under your local laws.

If there is a dispute between users of our Services, or between users and any third party, you agree that Perch is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Perch, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

14. Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL PERCH (OR ITS LICENSORS, PARTNERS, AGENTS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $20 OR (II) THE AMOUNTS PAID BY YOU TO PERCH IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR © ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

15. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Perch (a) via email (in each case to the address that you provide) or (b) by posting to the website or other Perch Service.

16. No Waiver

The failure of Perch to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.

17. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Perch’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Perch may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

18. Severability

If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

19. Arbitration

These Terms are governed by and will be construed under the laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Middlesex County, Massachusetts, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Service, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Middlesex County, Massachusetts. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND PERCH ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.

20. Entire Agreement

These Terms constitute the entire agreement between you and Perch regarding your use of Perch’s Services, and supersede all prior written or oral agreements. Additional terms may apply to certain products or Service. In the event that there is a conflict between these Terms and any additional terms, the additional terms will control.

Contact Us

If you have questions about this Policy, or about our use of your information, please contact us at contact@perch.fit.

or

Catalyft Labs, Inc.
288 Norfolk Street,
Cambridge MA 02139

© 2020 Catalyft Labs, Inc | Cambridge, MA