Terms of Service

 

Version 1.0

Effective date 09/03/2021

Preamble

Welcome to ORCA owned and operated by Threls Ltd. These Terms of Service (“Terms”) describe how Threls Ltd. regulates your use of this Site and Services.

Please read the following information carefully to understand our practices regarding your use of the Site. The Company may change these Terms at any time. The Company may inform you of the changes to these Terms using the available means of communication. The Company recommends you to check the Site frequently to see the actual version of these Terms and their previous versions.

If you represent a legal entity, you certify that you entitled by such a legal entity to conclude the Terms as the legal entity you represent.

The Company respects the privacy of its Service users. Please refer to the Privacy Policy and the Cookies Policy which explains how we collect, use, and disclose information that pertains to your privacy.

By your use of this Site, you agree to be bound by and comply with the terms and conditions below. If you do not agree with these Terms, please do not access this Site.

Our Services

ORCA is an online service developed and provided by Threls Ltd. This service is available online at https://www.orca.fitness. The purpose of ORCA is to help our users to create intuitive web-based live fitness classes that will inspire fitness through online coaching via optimised interactive live-streaming and create healthy habits by working out regularly and tracking their progress (the "Services").

Any new features on the Site or Services shall be subject to these Terms.

To use the Site, you must have access to the Internet, either directly or through devices that access web-based content, and you must pay any fees associated with Internet access. Also, you must provide all equipment necessary to make such a connection to the Internet, including a web-enabled computer or device.

The Site may include certain communications from us, such as service announcements, administrative messages. These communications are considered part of a membership. You may not access the Site by any means other than through the Site interfaces we provide you.

Our Site for the general public, but users of the Site must be 18 years of age or older. If you are under the age of 18, then you are not permitted to register for an account with ORCA without permission by a parent or guardian.

Account and Registration

To use some parts of the Site, you need to create an account. During the process of registration on the Site, you (the “User”) will be requested to submit their contact details and information such as full name, email address, age, gender, location, etc. and will be asked to select a unique password for the account created. Your name, email address will be used as your username if and when requested to sign in.

If you don’t agree to these Terms or are under the age of 18, do not use the Site or the Service.

We email all of our newly registered users a welcome email. This is done to verify their password and username.

To the extent required you agree to provide true, accurate, current and complete information about yourself as prompted by any subscription form and/or any registration form on the Site.  If any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate your subscription or account and refuse all current or future use of the Site in our sole discretion. When you register with us, you accept responsibility for all activities that occur under your account or password and you agree you will not sell, transfer or assign your membership or any membership rights.

You may terminate your account at any time, for any reason.

The Company may terminate your account at any time without notice if it believes that you have violated these Terms.

The Company stores and processes personal data that you have provided to us, to provide our Service. For more information, please read our Privacy Policy.

If you create an account on behalf of the fitness club, business or other legal entity, you must have this authority.

Security

You are responsible for maintaining the security of your account, for all activities that occur or actions taken under the account or in connection with the Site. You agree to immediately notify us in writing of any unauthorized uses of the account or any other breaches of security. We will not be liable for any loss or damage from your failure to comply with this obligation. You acknowledge and agree that under no circumstances will we be liable, in any way, for any of your acts or omissions or those of any third party, including damages of any kind incurred as a result of such acts or omissions.

Privacy

Privacy is important to us. We have a separate policy about it that you should read. We use cookies on the Site to collect data about visitors. For information about how the Company and its affiliates collect, use and share your personal data and cookies, please read our Privacy Policy. By using the Site and Services, you agree that we may use your personal data by our Privacy Policy and Cookies Policy.

Third-Party Links

Our Site and Services can contain hyperlinks to other websites or services that are not in any of our control and therefore, will not be covered by any term of our Privacy Policy. Should you be accessing other websites using any links from the Site or Services, these websites can collect private information from your device which may be used by their privacy policy and privacy practice, which is different from ours.

Services Use Restrictions

You agree not to use the Services in any unlawful manner.

You’re not allowed to copy or modify the Site, any part of it, or our trademarks in any way. You’re not allowed to attempt to extract the source code of the Site, and you also shouldn’t try to translate the Site into other languages or make derivative versions. The Site itself, and all the trademarks, copyright, database rights and other intellectual property rights related to it, still belong to the Company.

You cannot pay for trainers outside of the Site. This is a violation of these Terms and may result in the blocking or deletion of your account.

You hereby agree and undertake not to host, display, upload, modify, publish, transmit, update or share any information on the Site in any manner which belongs to another person and to which you do not have any right or which:

• is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
• harms minors in any way;
• infringes any patent, trademark, copyright or another proprietary/intellectual property rights;
• violates any law for the time being in force;
• deceives or misleads the addressee about the origin of such messages communicates any information which is grossly offensive or menacing;
• impersonates another person;
• contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
• threatens the public order or causes incitement to the commission of any cognizable offense or prevents investigation of any offense or is insulting any nation; or
• is misleading or known to be false in any way.

License and Copyright

The Company grants you a limited license to access and make personal or commercial (for fitness trainers and clubs) use of this Site. This license does not include any resale of this Site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this Site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express wrote consent of the Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Company without express written consent.

Any unauthorized use terminates the permission or license granted by the Company. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of our Site so long as the link does not portray the Company, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any the Company logo or other proprietary graphic or trademark as part of the link without express written permission.

All content included on this Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, exclude user content, is the property of the Company or its content suppliers and is protected by copyright and trademark laws.

User License

By placing any information or other material on the Site (including posting videos, audio, text, messages, uploading files, inputting data or engaging in any other form of communication), you grant to the Company a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to do the following in respect of the information or material use, copy, sublicense, redistribute, adapt, transmit, publish and/or broadcast, publicly perform or display, and sublicense to any third parties the unrestricted right to exercise any of the foregoing rights granted.

The foregoing grant includes the right to exploit all proprietary rights in any such information or other material, including but not limited to rights under copyright, trademark, service mark or patent laws under any jurisdiction worldwide. You expressly waive in favor of the Company and any other party authorized by the Company all moral rights and any similar rights in any jurisdiction which you may have or hereafter acquire in respect of any relevant communication or other material. At the request and expense of the Company, you will execute and deliver to the Company such instruments and take such other actions as may be required to carry out this grant of license and waiver.

Before publishing any content, you represent and warrant that you have the right to do so and are obliged to evaluate the legality of your actions.

Feedback

We welcome your feedback. Feedback submitted through the Site or otherwise is non-confidential and becomes the sole property of the Company. We own the intellectual property rights in and to such feedback and are entitled to the unrestricted use and dissemination of this feedback for any purpose, commercial or otherwise, without acknowledgement to you.

Service Fee and Payment

The Site is free to visit, but some Services are available for a fee.

The Service is available to fitness trainers on a subscription basis. It is free for other users. Such users pay for the trainer's services on our website. Please note that you may be charged by our payment service provider during the payment.

You can pay on a monthly or annual basis for their sole discretion until cancellation.

Payment shall be in Euro (EUR) in full.

All payments required by these Terms are exclusive of any state, local and foreign taxes, duties, tariffs, levies, withholding and similar assessments (including without limitations, sales taxes, value-added taxes, etc.), and User agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon Company net income.

All amounts payable by User hereunder, including all Service Fees, shall be grossed-up for any withholding taxes imposed by any foreign government on User's payment of such amounts to the Company.

Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and penalties, interests, and other additions thereto) that are imposed on that party upon or concerning the transaction and payments under these Terms.

Our payment service provider will automatically bill you from the date of your subscription and on each periodic renewal until cancellation.

No Refunds. All Service Fee is non-refundable, except for those required by applicable law, but you can cancel at any time your subscriptions.

Please note! Our payment service provider terms and conditions may be applied additionally during the payment and purchasing process.

Disclaimer and Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

• YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
• WE NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OF DATA, USER INFORMATION OR DATA, REVENUE, OR OTHER HARM TO BUSINESS ARISING OUT OF DELAYS, MISDELIVERY OR NONDELIVERY OF INFORMATION, RESTRICTION OR LOSS OF ACCESS, BUGS OR OTHER ERRORS, UNAUTHORIZED USE DUE TO YOUR SHARING OF ACCESS TO THE SITE AND SERVICES, OR OTHER INTERACTION WITH THE SITE AND SERVICES. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON THE SITE AND SERVICES. THE COMPANY DOES NOT WARRANT THAT (i) THE SITE AND SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (ii) THE SITE AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE AND SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE AND SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SITE AND SERVICES WILL BE CORRECTED.
• ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE AND SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

YOU ARE RESPONSIBLE FOR YOUR OWN HEALTH.

ANY AND ALL INFORMATION CONTAINED ON THIS SITE IS NOT INTENDED TO TAKE THE PLACE OF MEDICAL ADVICE FROM A HEALTH CARE PROFESSIONAL. EXERCISE, DIET AND HEALTH RELATED MATTERS VARY FROM PERSON TO PERSON. NOTHING ON THIS SITE SHALL BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. ANY ACTION WHATSOEVER WHICH IS TAKEN BASED ON THE CONTENTS OF THIS SITE OR ANY OF ITS RELATED SITES, MATERIALS, PRODUCTS OR INFORMATION IS TO BE USED SOLELY AT YOUR OWN DISCRETION, RISK AND LIABILITY. YOU SHOULD ALWAYS CONSULT THE APPROPRIATE HEALTH PROFESSIONALS ON ANY MATTER THAT IS RELATED TO YOUR HEALTH AND WELL BEING BEFORE PROCEEDING WITH ANY ACTION PERTAINING TO HEALTH RELATED ISSUES. WHILE THE INFORMATION PROVIDED ON THIS SITE IS BELIEVED TO BE ACCURATE, THIS SITE ASSUMES NO LIABILITY FOR THE USE OR MISUSE OF INFORMATION AND PRODUCTS ON THIS SITE.

NEITHER THIS SITE NOR ITS AFFILIATES, DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS, SHALL BE RESPONSIBLE IF YOU FAIL TO CONSULT THE APPROPRIATE HEALTH AUTHORITIES WITH RESPECT TO YOUR HEALTH CARE BEFORE ACTING ON OR USING ANY INFORMATION OR PRODUCTS FOUND ON THIS SITE, NOR WILL THEY BE RESPONSIBLE FOR ANY ERRORS OR OMISSIONS, OR THE USE OR MISUSE OF, THE INFORMATION ON THIS SITE.

THE COMPANY IS NOT RESPONSIBLE FOR ADVICE PROVIDED BY OTHER USERS AND THEIR CONTENT THAT AVAILABLE ON THE SITE.

Indemnification

You agree to indemnify and hold harmless the Company, our contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorney’s fees, arising out of your use of the Site and/or Services, including but not limited to your violation of these Terms.

Limitation of Liability

USER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY OUTLINED THESE TERMS, THE COMPANY HAS NOT MADE ANY REPRESENTATION OR WARRANTY TO USER REGARDING THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY DISCLAIMS ANY IMPLIED WARRANTY FOR TITLE, NON-INFRINGEMENT, MERCHANTABILITY, DESIGN, CONDITION, DURABILITY, PERFORMANCE, QUALITY, CAPACITY OR TECHNICAL COMPATIBILITY OF THE SERVICES OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE. USER AGREES THAT THE COMPANY WILL NOT LIABLE FOR EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHICH ARISE DIRECTLY OR INDIRECTLY OUT OF THE PURCHASE, SALE, USE OF AND/OR INABILITY TO USE THE SERVICES WHETHER SUCH DAMAGES ARE BASED UPON CONTRACT, TORT, INTENTIONAL CONDUCT, EQUITY OR UNDER SOME OTHER THEORY, INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY, WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS MADE KNOWN TO OR WAS FORESEEABLE BY THE COMPANY AND WHETHER SUCH DAMAGES ARE ASSERTED BY USER OR SOME THIRD PARTY. USER FURTHER ACKNOWLEDGES THAT COMPANY'S MAXIMUM AGGREGATE LIABILITY TO USER UNDER ANY LEGAL THEORY (INCLUDING ITS OWN NEGLIGENCE) FOR DAMAGES ARISES DIRECTLY OR INDIRECTLY OOT OF THE PURCHASE, SALE, USE OF AND/OR INABILITY TI USE THE SERVICES WILL NOT, IN ANY EVENT, EXCEED THE LESSER OF  AN AMOUNT EQUAL TO THE SERVICES FEE PAID BY USER TO THE COMPANY FOR THESE TERMS. USER ACKNOWLEDGES THAT THE PRICING OF THE SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT THE COMPANY LIABILITY AS PROVIDED HEREIN. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE INTENDED TO LIMIT COMPANY'S LIABILITY AND WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ANY ACTION, CLAIM OR PROCEEDING RELATING TO THESE TERMS AND/OR THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THESE TERMS, MUST BE BROUGHT WITHIN TWELVE (12) MONTHS FOLLOWING THE ACTION OR EVENT GIVING RISE TO SUCH ACTION, CLAIM OR PROCEEDING.

The Company is not responsible for defects caused by changes or issues resulting from third-party hardware, software, services, tools or applications it does not have direct control over, including but not limited to: server hardware, cloud services, operating systems, software programs, plug-ins, extensions, applets, newly discovered vulnerabilities, scripts, or other items. The Company shall not be liable for any unauthorized access to the user's account by any third party.

The Company makes no warranties or representations of any kind, whether expressed or implied, for the suitability or the outcome from the use of the Services it is providing. The Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by the user.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE SECTIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS WILL EXCLUDE OR LIMIT ANY WARRANTY IMPLIED BY LAW THAT IT WOULD BE UNLAWFUL TO EXCLUDE OR LIMIT.

By using this Site and Services, you agree that the exclusions and limitations of liability set out in this Site disclaimer are reasonable. If you do not think they are reasonable, you must not use this Site and Services.

Governing Law and Jurisdiction

These Terms of Service will be governed by and construed under the law of the Republic of Malta, without regard to its conflict of laws rules.

Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction shall apply to these Terms.

We and you irrevocably and unconditionally waive any right it may have to trial by jury in respect of any legal action arising out of or relating to these Terms or the transactions contemplated hereby.

Any disputes relating to these Terms will be subject to the exclusive jurisdiction of the courts of the Republic of Malta.

General

These Terms and Privacy Policy and Cookies Policy, and other policies and documents available on the Site constitute the entire agreement between you and the Company concerning your use of the Site and Services and supersede all previous agreements in respect of your use of the Site and Services.

If a provision of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

No waiver of any term of these Terms will be binding unless, in writing, no waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and the failure of the Company to exercise or enforce any right or remedy in these Terms does not waive that right or remedy.

The Company may transfer, sub-contract or otherwise deal with the Company’s rights and/or obligations under these terms and conditions without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms.

All communications and notices made or given under these Terms must be in English.

The parties (you and the Company) shall be independent contractors under these Terms, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint ventures or partners for any purpose.

We rely on your continued observance of these Terms. If the Company suffers any loss or damage or incurs any costs in connection with any breach of these Terms or any other legal obligation then you agree to indemnify the Company for those losses, damages, and costs.

Certain territorial restrictions may apply to your use of our Services. Our Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

Anyone using or accessing our Site and Services does so on their initiative and are responsible for compliance within local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of our Site/Services to any person, geographic area, or jurisdiction, at any time and our sole discretion.

Contact Us

In case you have questions, about our Site, Services or these Terms you can contact us by forwarding an email at info@orca.fitness

Company Details

Threls Ltd

Company Address: 18, Racecourse Street, Xaghra Gozo, XRA 2010

VAT No: MT24302237

Company No: C 80922

Email: info@orca.fitness