/ TERMS & CONDITIONS /

Last updated February 25, 2019

APLYFT EXPERT AND TRAINER SOFTWARE USER AGREEMENT TERMS AND CONDITIONS

  1. IMPORTANT LEGAL NOTICES

    1. PLEASE NOTE THAT TO USE THE APLYFT SERVICES, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. IT IS IMPORTANT THAT YOU READ AND UNDERSTAND OUR TERMS AND CONDITIONS AS BY DOWNLOADING THE APP YOU INDICATE THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS THEN DO NOT DOWNLOAD THE APP.
    2. BY VIRTUE OF YOUR ELECTRONIC EXECUTION OF THIS AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING THE INDEMNIFICATION AND ARBITRATION PROVISIONS) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS AND LEGAL DECISION.
  2. INTRODUCTION

    1. This App is run for APLYFT Inc. 2035 Sunset Lake Road, Suite B-2, Newark, DE 19702, registered with the Delaware State Corporations Commission under File Number 6838498 (“APLYFT”) and references to “we”, “us”, “our” are references to APLYFT.
    2. These Terms and Conditions ("Terms") govern your access or use of the applications, websites, content, products, and services made available by APLYFT, INC. and its subsidiaries, representatives, affiliates, officers and directors (collectively, "APLYFT"). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND APLYFT. In these Terms, the words "including" and "include" mean "including, but not limited to."
    3. THESE TERMS AND CONDITIONS APPLY TO AND GOVERN YOUR ACCESS TO AND USE OF THE APLYFT APP.
    4. By accessing or using the Services of APLYFT, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services of APLYFT. These Terms expressly supersede prior agreements or arrangements with you. APLYFT may immediately terminate these Terms or the Services of APLYFT with respect to you, or generally cease offering or deny access to the Services of APLYFT or any portion thereof, at any time for any reason
  3. DEFINITIONS AND INTERPRETATIONS

    1. In this Agreement unless the context otherwise requires, the following words and phrases shall have the following meaning:

      “Agreement” means this Agreement between APLYFT and you including all Appendices annexed hereto if any, and any amendments to the same made in accordance with this Agreement;

      “APLYFT Commission” means the commission due to APLYFT for the listing and promotion of your Services through the APLYFT Platform as set out in Clause 14 below;

      “APLYFT Platform” or “APLYFT Application” means the APLYFT application available on iOS and Android.

      “Athlete(s)” means the users of the APLYFT Platform benefiting from the Services as offered by you and promoted by APLYFT through the APLYFT Platform in accordance with terms and conditions of the APLYFT Platform, which shall include both users matched with you through the APLYFT Platform and users which you have invited to the APLYFT Platform;

      “Coaching Bundle” means the pay-for functionality of the APLYFT Platform whereby Trainers may use the APLYFT Platform to coach and train their clients, tracking their data, and receive payment (optional), without creating an Expert Profile and becoming and Expert listed by APLYFT.

      “Confidential Information” means any and all information relating to APLYFT’s business, financial affairs, operations, fitness experts, and users which (a) has been identified as confidential; (b) from the circumstances in good faith should be treated as confidential; or (c) the other party ought reasonably to know is confidential, such information including, without limitation, the terms and conditions of this Agreement;

      “Intellectual Property Rights” means any and all rights in and/or to patents, trademarks, service marks, domain names, registered designs, moral rights, rights in database use, copyrights, inventions, trade secrets and other confidential information, know-how, business or trade names, get-up and all other intellectual property and rights of a similar or corresponding character anywhere in the world (whether or not the same are registered or capable of registration) and all applications and rights to apply for the protection of any of the foregoing;

      “Marketing Material” means any marketing material exchanged between the Parties for the creation of the Expert’s APLYFT profile, and the promotion and marketing of you and your Services, including but not limited to (I) your professional photo, (ii) a copy of your legal identification card such as driving license or other appropriate document, (iii) a photo of the original copy of all of your certificates and degrees (“Credentials”), (iv) as well as any other information, description, biography, etc. that you would like to list on your profile on the APLYFT Platform;

      “Personal Data” means any information or an opinion (including information or an opinion forming part of a database and whether recorded in a material form) about an individual whose identity is apparent or can reasonably be ascertained from the information or opinion and includes all information which falls within the definition of "Personal Data" under any applicable law;

      “Expert” means you, as a global fitness expert, who offers fitness-related, online coaching and training services; who creates an APLYFT Expert Profile and lists yourself as a fitness expert on the APLYFT Platform. You will have successfully passed the APLYFT fitness experts’ screening process, and attest to your qualifications by providing credentials, certifications, and/or other documentation and materials to APLYFT;

      “Expert Profile” means your profile created on the APLYFT Platform for the promotion of you and your Services in accordance with the terms and conditions of this Agreement;

      “Trainer” means any individual using the APLYFT Platform solely to coach and train clients by purchasing a Coaching Bundle. Trainers are not Experts and are not screened or interviewed by APLYFT. If Trainers wish to be listed by APLYFT, they must go through the process of creating an Expert Profile and passing APLYFT’s fitness experts’ screening process.

      “Training Program” means an online fitness training program sold by you to the Athlete through the APLYFT Platform in consideration of the APLYFT Commission;

      “Services” means the offering by you of fitness-related online coaching and training services through the offering of online coaching programs to be promoted on the APLYFT Platform, and which will be provided to Athletes through the APLYFT Platform following a booking process by the Athletes.

      “Services of APLYFT” means any use of the APLYFT Platform, APLYFT application, or any associated content or functionality.

    2. Unless the context otherwise clearly indicates, words used in the singular include the plural and words used in the plural include the singular.

  4. CREATION OF THE EXPERT PROFILE

    1. If you wish to be listed by APLYFT on the APLYFT Platform, you shall create your Profile by following the relevant instructions available on the APLYFT Platform, and by providing the mandatory information required. You may also register a Profile on the APLYFT Platform by using other social media accounts, such as Facebook or Instagram, in which case you shall be deemed to have authorized APLYFT to access and use all of your social media account information.
    2. Once you have registered, APLYFT hereby agrees to list you on the APLYFT Platform, and hereby authorizes you to create your Profile on the APLYFT Platform using the Marketing Material; and you hereby grant APLYFT the right to promote you and your Services through the APLYFT Platform in accordance with the terms and conditions of this Agreement and hereby authorizes APLYFT to utilize the Marketing Material in advertising, marketing, promoting, and other public relations’ activities.
    3. You agree that the content of your Profile may be viewed by other users and may be viewed by any person visiting or using the APLYFT Platform.
    4. You may not have more than one (1) active Expert Profile. APLYFT reserves the right to immediately suspend or terminate any and all of your Profiles if you create, or attempt to create more than one (1) Expert Profile.
  5. ACCURACY OF THE MARKETING MATERIAL AND OTHER INFORMATION

    1. You hereby represents and warrants that you have provided accurate, current and complete information during the APLYFT fitness experts’ screening process.
    2. You shall provide accurate, current and complete Marketing Material and other information when creating your Expert Profile, and shall update such information to keep it accurate, current and complete at all times.
    3. You shall immediately inform APLYFT of any change which materially affects the rights granted by You to APLYFT to promote you and your Services as per the provsions of this Agreement, or to utlize the Martketing Material on the APLYFT Platform or otherwise.
    4. APLYFT reserves the right to immediately terminate this Agreement and suspend or terminate your Expert Profile if any information provided during the APLYFT fitness experts’ screening process or when creating the Expert Profile proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these terms and conditions.
  6. MANAGEMENT OF THE EXPERT PROFILE AND ITS CONTENT

    1. You shall be solely responsible for (i) safeguarding and maintaining the confidentiality of your Profile’s password, and (ii) all activities that occur on your Profile or under your username and password.
    2. You shall immediately notify APLYFT of any disclosure or unauthorized use of your username or password or any other breach of security.
    3. You acknowledges and accepts that the Credentials’ section of your Profile shall be blocked and non-editable by You, and shall instead be reserved for editing by APLYFT.
    4. You acknowledge and agree that you alone are responsible for the content of the Expert’s Profile (“Content”). Accordingly, you represents and warrants that you have the right to post the Content on the APLYFT Platform, and the right to, and by creating the Expert Profile with APLYFT, automatically hereby, grant to APLYFT, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, transferable, sub-licensable, fully paid-up, worldwide right and license to (i) use, view, copy, adapt, translate, modify, store, perform, publicly display, reproduce, record, play, broadcast, license, sell, transfer, transmit, distribute, or otherwise exploit the Content, (ii) prepare derivative works of the Content or incorporate the Content into other works, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created.
    5. Your Profile shall not offer Content that is in any way offensive, inaccurate, incomplete, abusive, profane, threatening, intimidating, harassing, racially offensive, obscene, libellous, blasphemous, defamatory or infringes the Intellectual Property Rights, right of privacy, right of publicity, performance right, exclusivity rights, moral right or any other right of any nature of any party and will not be contrary to any applicable law, regulation, or agreement entered into between you and any third-party.
    6. In addition, you shall abide by the APLYFT community rules, and shall not:

      • use the APLYFT Platform for any purpose that is illegal or prohibited by the terms and conditions and/or privacy policy thereof;
      • spam, solicit money from or defraud any users;
      • impersonate any person or entity or post any images of another person without his/her permission;
      • bully, stalk, intimidate, harass or defame any person;
      • post any Content that violates or infringes anyone’s rights, including rights of publicity, privacy, copyright, trademark or other intellectual property or contract right;
      • post any Content that is hate speech, threatening, sexually explicit or pornographic; incites violence; or contains nudity or graphic or gratuitous violence;
      • post any Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
      • solicit passwords for any purpose, or personal identifying information for commercial or unlawful purposes from other users or disseminate another person’s personal information without his or her permission;
      • use another user’s account and/or profile; or
      • create another profile if APLYFT had already terminated his/her profile, unless with APLYFT’s permission.
    7. APLYFT reserves the right, in its sole discretion at any time and without prior notice, to remove or disable access to any Profile for any reason, including Content that APLYFT, in its sole discretion, considers to be objectionable for any reason, in violation of the terms and conditions of its Platform, or otherwise harmful to APLYFT or third parties, and to take adequate legal action against the relevant user.
    8. You acknowledge and agree that APLYFT’s provision to you of the APLYFT App and listing of your Expert profile creates a direct business relationship between APLYFT and you. APLYFT does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Services, your acts or omissions. You retain the sole right to determine when, where, and for how long you will utilize the App to provide Services. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand that you retain the complete right to; (i) use other software application services in addition to the APLYFT app; and (ii) engage in any other occupation or business. APLYFT retains the right to deactivate or otherwise restrict you from accessing or using the APLYFT App or the in the event of a violation or alleged violation of this Agreement, your disparagement of APLYFT or any of its Affiliates, your act or omission that causes harm to APLYFT’s or its Affiliates’ brand, reputation or business as determined by APLYFT in its sole discretion.
  7. VISIBILITY OF THE EXPERT PROFILE AND NO GUARANTEE

    1. You acknowledge and accept that APLYFT aims to connect athletes with experts, while taking into account various parameters including, but not limited to, the athlete’s age, fitness/sports-related goals, medical history, lifestyle, and budget, and the expert’s credentials, accreditations, experience, availability, rating, and price. Accordingly, you understands and agree that the visibility of your Profile in search results may depend on a variety of factors and search parameters, as set by the athlete when searching, including, but not limited to, the content thereof, the APLYFT rating, users’ preferences, and another users’ profiles’ content.
    2. You understand that APLYFT makes no guarantees, neither express nor implied, regarding your ultimate compatibility with other users or individuals, and does not guarantee any minimum number of Athletes or any minimum revenue. Instead, you have independetly evaluated the desirability of granting APLYFT the right to promote your Services through the APLYFT Platform, and are not relying on any guarantee, warranty or representation other than as set forth in this Agreement and hereby expressly and irrevocably waive any right of claim whatsoever or indemnity in this respect.
  8. DEVICES

    1. In order to use the APLYFT app and provide Services through the app, you must possess a mobile device owned or controlled by you (“Your Device”) on which the APLYFT App has been installed as authorized by APLYFT solely for the purpose of providing Services.
    2. You acknowledge that you are responsible for the acquisition, cost and maintenance of Your Device as well as any necessary wireless data plan; and (ii) APLYFT shall make available the APLYFT App for installation on Your Device. APLYFT hereby grants you a personal, non-exclusive, non-transferable license to install and use the APLYFT App on Your Device solely for the purpose of providing Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the APLYFT App (or any data associated therewith) with any third party. The foregoing license grant shall immediately terminate and you will delete and fully remove the APLYFT App from Your Device in the event that you cease to provide Services using Your Device. You agree that: (a) use of the APLYFT App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and (ii) use of the APLYFT App on Your Device as an interface with the APLYFT platform may consume very large amounts of data through the data plan. APLYFT ADVISES THAT YOUR DEVICE ONLY BE USED UNDER A DATA PLAN WITH UNLIMITED OR VERY HIGH DATA USAGE LIMITS, AND APLYFT SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.
    3. You acknowledge and agree that your geo-location information must be provided to APLYFT via Your Device in order to provide Services. You acknowledge and agree that your geo-location information may be obtained by APLYFT while the APLYFT App is running. In addition, APLYFT and its Affiliates may monitor, track and share with third parties your geo-location information obtained by the APLYFT App and Your Device for safety and security purposes only.
  9. PROVISION AND PRICING OF THE SERVICES

    1. The Athletes shall be able to purchase your Services through the APLYFT Platform in accordance with the terms and conditions thereof.
    2. For the avoidance of doubt, APLYFT has no control over the Services provided by you, its duration, or its price. Accordingly, you shall be fully entitled to determine the appropriate Training Program, the appropriate duration for the Training Program, and the appropriate price thereof, subject to APLYFT being entitled to its commission.
    3. Notwithstanding anything to the contrary in 7.1 and 7.2 above, you agree to maintain consistent contact with any and all Athletes who have purchased your Services trhough the APLYFT Platform. Specifically, you agree to (i) update the Athletes’ program at least once at the end of each week, (ii) if you are unable to update the Athletes’ program on a given week you that clear when you contact the Athlete in the chat tab available on the Expert's portal and Athlete's app, and (iii) answer the Athlete’s chats at least two (2) times per week.
    4. You are only permitted to remove Athletes you were responsible for inviting to the APLYFT Platform.
    5. You are permitted to train yourself as a client for free indefinitely. Any account created with the email xyz@gmail.com will be automatically created as a client and matched you. This allows you to test the APLYFT Platform.
  10. COMMUNICATION WITH ATHLETES AND OTHER APLYFT USERS

    1. You hereby accept that any and all communication with Athletes and/or APLYFT Platform users shall be carried out through the APLYFT Platform itself, and you are prohibited from communicating with the Athletes and/or other APLYFT Platform users except through the APLYFT Platform itself.
    2. Although APLYFT strives to encourage a respectful user experience through features like the double opt-in that only allows users to communicate if they have both indicated interest in one another, you hereby acknowledge and agree that you shall remain solely responsible for your interactions with Athletes and/or other users, and APLYFT does not make any representations or warranties as to the conduct of Athletes and/or users and is not responsible for the conduct thereof. You shall use caution in all interactions with Athletes and/or other users.
    3. You acknowledge and agree that your provision of Services to Athletes creates a direct business relationship between you and the Athlete. APLYFT is not responsible or liable for the actions or inactions of an Athlete in relation to you, your activities or your Services. You shall have the sole responsibility for any obligations or liabilities to Athletes or third parties that arise from your provision of Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper.
    4. Any Athlete invited by you to the APLYFT Platform should only communicate with APLYFT regarding issues with use of the APLYFT Application and associated functions.
  11. REPRESENTATIONS AND WARRANTIES

    1. You represent that any and all representations made during the APLYFT fitness experts’ screening process are true and accurate.
    2. You represent and warrant that there are no legal impediments, including any employment agreement with any current or past employer(s) (if applicable) or any applicable law, that prevents you from acting as an expert through the APLYFT Platform, and that being an Expert through the APLYFT Platform does not expose APLYFT to any liability.
    3. You represent and warrant that if using the APLYFT Platform as a Trainer, your clients have been notified of and executed the APLYFT user waiver, or a similar and sufficient waiver releasing APLYFT from any liability resulting from undesired results and/or any injury/adverse health effects from any workouts, recommendations, consultations, training or nutrition programming and for any/all activities associated with APLYFT.
    4. If listed as an Expert, you further represent and warrant that you shall not meet with any Athlete or other user acquired through the APLYFT Platform in person.
  12. APPLICATION USE RESTRICTIONS:

    1. The APLYFT Application shall be used by you only for the purposes set forth in this Agreement, namely, to coach your clients. You shall NOT:

      copy the APLYFT Application, in whole or in part;

      modify, correct, adapt, translate, enhance, or otherwise create derivative works or improvements of the APLYFT Application;

      reverse engineer, dissemble, decompile, decode, or adapt the APLYFT Application, or otherwise attempted to derive or gain access to the source code of the APLYFT Application, in whole or in part;

      lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the APLYFT Application (or any features or functionality of the APLYFT Application) available to any third party for any reason.

  13. INDEMNIFICATION OF EXPERT BY APLYFT

    1. You acknowledge that APLYFT has obtained the adequate and necessary waivers by the Athletes and other users of the APLYFT Platform from any liability resulting from undesired results and/or any injury/adverse health effects from any workouts, recommendations, consultations, training or nutrition programming and for any/all activities associated with APLYFT.
    2. Notwithstanding the foregoing, APLYFT hereby indemnifies and holds You harmless from and against any liability arising out of or in any way connected with your use of the APLYFT Platform, including the offering of Training Programs to Athletes, except when such liability arises as a result of your misrepresentation or breach of obligations arising out of this Agreement or fraud or bad faith or gross misconduct or gross negligence.
    3. APLYFT shall have the right, but not the obligation, upon APLYFT’s written request, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall fully cooperate with APLYFT in connection therewith.
    4. Notwithstanding anything to the contrary in this Section 11, APLYFT will not indemnify you or hold you harmless from or against any liability arising out of or in any way connected with injuries
  14. INDEMNIFICATION OF APLYFT BY EXPERTS AND TRAINERS

    1. You shall indemnify and hold APLYFT harmless from any claim or liability resulting from a breach of your obligations arising under this Agreement or the terms and conditions of the APLYFT Platform’s terms and conditions, and/or breach of your representations and warranties. You shall also indemnify and hold APLYFT harmless from any claim or liability directly or indirectly resulting from any breach of your obligations to any Athletes you invite, bring, or migrate to the APLYFT Platform, or any injuries sustained by your clients as a Trainer.
  15. NON-SOLICITATION OF ATHLETES AND/OR USERS

    1. During the Initial Term and/or any Renewed Term of this Agreement, and for a period of six (6) months thereafter, you shall not solicit or otherwise attempt to establish any trainer/trainee relationship or other similar business relationship with any Athlete and/or other user of the APLYFT Platform that is, or during the 12-month period preceding the date of the termination of this Agreement was, a user of the APLYFT Platform, with the exception of Athlete(s) you are solely responsible
    2. For the avoidance of doubt, the foregoing restriction is without prejudice to any trainer/trainee relationship or other similar business relationship between you and Athletes existing prior to their joining the APLYFT Platform.
    3. You acknowledge and agree that in the event you breach your obligations under this Article 12, APLYFT shall be entitled in lieu of liquidated damages to the payment upon first demand from you of the product of twenty percent (20%) of the average price of a Training Program set by you during the last two (2) months of your use of the Platform times the number of Athletes and/or users solicited in violation of Article 11 herein, which formulae was mutually agreed between the Parties to constitute the best and most appropriate estimation of the damages that would be caused to APLYFT a result of the breach by you of your obligations under this Article 12.
  16. TERM AND TERMINATION

    1. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.
    2. This Agreement and/or your Profile may be suspended or terminated at any time without cause and without penalty by either Party by sending an unequivocal suspension/termination notification to the other Party via email.
    3. Termination of this Agreement howsoever occurring shall be without prejudice to the rights and liabilities of APLYFT as at the date of termination.
  17. FINANCIAL PROVISIONS

    1. On each occasion a Training Program is sold through the APLYFT Platform, APLYFT shall be entitled to receive a Commission equal to twenty percent (20%) of the total price of the Training Program (“Service Fee”).
    2. The Athlete shall settle the price of the Training Program in accordance with the payment schedule indicated by you, through the Stripe payment gateway utilized by the APLYFT Platform.
    3. Eighty percent (80%) of each payment made in settlement of the price of the Training Program shall be remitted to you, and the remaining twenty percent (20%) thereof shall be remitted to APLYFT. APLYFT reserves the right to hold any payment owed to you for no more than ten (10) business days to confirm your compliance with Section 7.3 above. If you do not comply with Section 7.3, or breach this Agreement in any other way, APLYFT may terminate this Agreement and provide a full refund to the Athlete who has purchased your Services, at APLYFT’s sole discretion.
    4. You accept that you must create a Stripe account in parallel with the creation of your Profile and share with APLYFT the details thereof, to which your portion of the Training Program price shall be remitted.
    5. Any bank charges for the transfer by APLYFT of any amounts due to you shall be borne by you.
    6. Each Party shall be solely responsible for all income, business and other similar taxes imposed by any governmental authority with regard to its income and business profits arising out of or in connection with this Agreement.
    7. Each Party shall be responsible for all expenses which it may incur in connection with the performance of this Agreement.
    8. You hereby acknowledge that the Athlete shall be entitled in certain circumstances to a partial or total refund of the Training Program price. Any refund request submitted to either APLYFT or you shall be promptly submitted to the other Party and discussed in good faith between the Parties in order to reach a solution that preserves the interests of both Parties, being understood that any final decision in this respect shall be taken by APLYFT acting individually, and you hereby agree and covenant to abide by such decision.
    9. APLYFT reserves the right to change the Service Fee at any time in APLYFT’s discretion based upon local market factors, and APLYFT will provide you with notice in the event of such change. Continued use of the APLYFT app after any such change in the Service Fee calculation shall constitute your consent to such change.
    10. Sections 15.1 through 15.9 shall apply only to Experts who have been formally interviewed and listed on the APLYFT Platform. Any Experts purchasing an APLYFT Coaching Bundle and using the APLYFT Platform solely for coaching clients and tracking data may choose to get paid outside of the APLYFT Application and provide coached Athletes with a 100% discount code. If the Expert chooses to centralize payments from clients through the APLYFT Platform, they may do so – the only fee charged will be the payment processor’s processing fee, which may be passed on to the client.
  18. INTELLECTUAL PROPERTY RIGHTS

    1. All Intellectual Property Rights owned by either Party shall remain the exclusive property of that Party and nothing in this Agreement shall operate to transfer any such Intellectual Property Rights to the other Party.
  19. CONFIDENTIALITY

    1. You shall at all times during the Intial Term or any Renewed Term of this Agreement, and for a period of three (3) years following the termination thereof, keep confidential, and shall not use (other than strictly for the purposes of this Agreement) and shall not, without the prior written consent of APLYFT, disclose to any third party any Confidential Information.
  20. PERSONAL DATA PROCESSING

    1. Each Party undertakes to comply with applicable data protection legislation and to keep all Personal Data and/or sensitive data relating to Athletes availing the Services safe and secure and in the strictest confidence and shall not use, transfer, sell, disclose or otherwise make available to any third party or use the Personal Data for its own benefit, otherwise than strictly for the performance of its obligations under this Agreement or in accordance with the applicable data protection legislation.
  21. GOVERNING LAW AND DISPUTE RESOLUTION

    1. This Agreement shall be governed by and construed in accordance with the laws of Delaware.
    2. The Parties will attempt in good faith to resolve promptly through negotiations between them any dispute, controversy, claim or disagreement arising directly or indirectly under, out of, in connection with, or in relation to this Agreement.
    3. Any dispute which has not been resolved through negotiation within fifteen (15) days after the arisen of such dispute shall be finally settled by competent courts of Delaware.
  22. INDEPENDENT CONTRACTOR STATUS

    1. The relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between APLYFT and you; and (b) no joint venture, partnership, or agency relationship exists between APLYFT and you.
  23. MISCELLANEOUS

    1. Assignment. Neither Party shall assign, transfer or dispose of any of its rights or novate any of its obligations under this Agreement to any third party without the prior written consent of the other Party; except that APLYFT shall be entitled to assign, transfer or dispose of any of its rights or obligations under this Agreement to any of its affiliates or subsidiaries.
    2. Notices. Any notice delivered by APLYFT to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you. Any notice delivered by you to APLYFT under this Agreement will be delivered by contacting APLYFT at support@aplyft.com.
    3. Modifications. No amendment to this Agreement shall be valid and binding unless made in writing and signed by a duly authorised representative of each Party.
    4. No Waiver. Any failure of a Party to enforce or to exercise at any time any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such right and shall in no way affect that Party's right to enforce or to exercise it at a later date.
    5. Severability. If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms in no way affect the legality, validity or enforceability of the remaining terms.
    6. Entire Agreement. This Agreement supersedes and replaces all previous agreements between the Parties, whether verbal or written, concerning the subject matter hereof and comprises the entire Agreement between the Parties.