CICLOZONE

Cloud SaaS Public Offer (Terms of Service)

CicloZone Limited, a company incorporated in England and Wales (company number 12320834), registered office Lombard House, Cross Keys, Lichfield, England, WS13 6DN (“CicloZone”, “we”, “us”, “our”), publishes this Public Offer (“Agreement”). It governs the supply of the CicloStudio platform and the free StudioRide studio mode of the CicloZone application (together, the “Service”) to any business customer (“Customer”, “you”) who accepts it.

Version: 1.0 · Date of this version: as published at ciclozone.com.

CicloStudio is a software system that assists instructors in delivering Indoor Cycling classes. It does not itself deliver classes. The instructor remains responsible for delivering each class and for the safety of participants. The Service is an aid to the instructor; a class can be conducted without it, although in a reduced form.

1. Acceptance of this Offer

1.1 This Agreement is a binding offer to business customers only. It is not addressed to consumers. By doing any of the following you accept this Agreement in full: (a) signing or otherwise confirming an Order Form; (b) clicking to accept; (c) starting a free trial online; or (d) paying for the Service. The earliest of these is the “Effective Date”.

1.2 Each individual accepting confirms they are authorised to bind the Customer. Starting a free trial online constitutes acceptance of this Agreement, which governs the trial from its first day.

1.3 Together this Agreement and each Order Form comprise the entire contract between the parties and supersede all prior discussions between them. If an Order Form conflicts with this Agreement, the Order Form prevails for the commercial terms set out therein only. This Public Offer constitutes the master terms governing all Order Forms the “Master Agreement”) which may be updated from time to time. Each Order Form, together with the version of this Public Offer in force on that Order Form’s effective date, forms a separate agreement between the parties. The applicable version of the Master Agreement is identified by the Order Form’s effective date; no version number need be stated in the Order Form. CicloZone maintains a dated archive of each Master Agreement, available at ciclozone.com/legal/archive.

2. Definitions

2.1 “Order Form” means the document agreed with the Customer setting out the licensed Studio, term, fees, currency, VAT and any other commercial terms. An Order Form is valid for one (1) year unless stated otherwise; for monthly plans, however, the Order Form continues on a rolling basis until cancelled and does not require annual re-signing.

2.2 “CicloHub” means a hardware device pre-loaded with the Service that CicloZone may, at its sole discretion, provide for free use.

2.3 “CicloStudio” means CicloZone’s software platform for studios, licensed to the Customer under this Agreement.

2.4 “CicloZone application” means the CicloZone application used by Riders and trainers.

2.5 “Paid Personal Mode” means the paid personal mode of the CicloZone application (for individual self-directed use) more particularly described in clause 5.

2.6 “Rider” means an end user who uses the Service at the Customer’s Studio.

2.7 “Service” means CicloStudio together with the StudioRide studio mode, and any additional features the Customer takes under an Order Form which excludes the Paid Personal Mode.

2.8 “Studio” means a single fitness studio at one (1) physical address specified in the Order Form, offering indoor cycling and/or other fitness class formats (such as aerobics, cardio and other group fitness).

2.9 “StudioRide” means the studio mode of the CicloZone application, used for studio classes, which is free of charge and forms part of the Service licensed under this Agreement.

2.10 “Subscription Period” means the monthly or annual period for which fees are paid in advance, as stated in the Order Form.

3. Licence Grant and Restrictions

3.1 Subject to payment and to this Agreement, CicloZone grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for the operation of one (1) Studio at the single physical address stated in the Order Form. The purpose of the licence is to assist the Studio’s own trainer in delivering indoor cycling classes to Riders; the Studio, not CicloZone, delivers and is responsible for those classes.

3.2 The licence is strictly per Studio and per address. A separate licence and Order Form are required for each Studio, including each Studio within a chain or group, unless specified differently in the Order Form. No multi-site, network or roaming use is permitted under a single licence, unless specified differently in the Order Form.

3.3 The Customer shall not, and shall not permit any third party to: copy, modify, reverse engineer, decompile, resell, rent, sublicense, distribute or make the Service available to any person other than the Customer’s own Riders at the licensed Studio; remove or alter any proprietary notices; or use the Service outside the scope expressly granted.

3.4 Anti-circumvention. The Customer shall not, and shall not attempt to, by any technical or other means, use one licence, one account or one CicloHub to serve more than the single licensed Studio; share, multiplex, pool, relay, mirror, cast, restream or rebroadcast the Service or its output to any other location, room, studio, screen or audience; create or use multiple Studio sessions from a single licence; circumvent, disable or interfere with any licensing, access-control, geolocation, device-binding, usage-metering, authentication or update mechanism; or mask, falsify or manipulate device, location, account or usage data. Each licensed Studio must run on its own licence and Order Form, unless specified differently in the Order Form.

3.5 Any single act of circumvention under clause 3.4 is a material breach. CicloZone may suspend access immediately and may permanently disable or revoke the licence in accordance with the procedure in clause 12, in addition to any other remedy. CicloZone may also charge for unlicensed use at its then-current rates for each Studio or location actually served.

3.6 CicloZone may suspend access immediately in the event of breach of this clause 3 or non-payment under clause 5 and may disable or revoke the licence in accordance with clauses 5 and 12.

4. Hardware (CicloHub)

4.1 Hardware is not part of this Agreement and is not sold under it. The Customer is solely responsible for procuring, installing, configuring and maintaining all hardware, displays, audio equipment, cabling, routers and other equipment needed to run the Service.

4.2 CicloZone may, entirely at its own discretion and with no obligation to do so, provide a CicloHub device for the Customer’s use free of charge. Provision of a CicloHub in one case does not give a Customer the subsequent right to receive one or any replacement for one, in any other case.

4.3 Any CicloHub provided remains the property of CicloZone, is provided “as is” with no warranty of any kind, and must be returned on request or on termination. CicloZone is not responsible for the functioning, performance, failure, repair or replacement of any CicloHub or any other hardware, whether supplied by CicloZone or not.

5. Fees, Payment and Price Changes

5.1 All fees, the currency, and applicable VAT or other taxes are set out in the Order Form. Unless the Order Form states otherwise, fees are exclusive of VAT and other taxes, which the Customer pays in addition.

5.2 All fees are payable in advance, before the start of each Subscription Period, either monthly or annually as stated in the Order Form.

5.3 All fees are non-refundable except where expressly stated in clause 6.4 (Customer remedy for confirmed defective performance). No credit or refund is given for partial periods, non-use, or termination by the Customer. An Order Form may set out a minimum or non-cancellable term and any associated discount and its conditions.

5.4 If any fee is not paid in advance by the due date, CicloZone will notify the Customer and may disable access to the Service if the fee remains unpaid ten (10) days after that notice, without liability, until payment is received. CicloZone may suspend access earlier where the non-payment is clear and continuing.

5.5 Each Order Form fixes the commercial terms for the Subscription Period set out therein. For an Order Form with a fixed or non-cancellable term (including annual prepaid Order Forms), CicloZone will not make a material change (including to fees) to take effect during the current term; any such change shall only take effect on renewal for a subsequent term, and the Customer may decline to accept such change it by not renewing its subscription.

For monthly rolling subscriptions, a material change (including to fees, liability, intellectual property, termination or data protection provisions) shall take effect from the start of the next monthly period following notice made of such change. The Customer may terminate with effect from the end of the current monthly period if it does not accept the proposed change(s). If the Customer does not accept the new terms, the Agreement shall end at the end of the current Subscription Period set out in the Order Form or, for monthly plans, at the end of the current monthly period, with no penalty and no further fees due from the Customer. A notice of a fee change under this clause does not constitute a new version of this Public Offer and does not require a new dated archive entry. The version-archive mechanism applies only to changes to the terms of this Public Offer itself which shall include but not be limited to, changes to liability, intellectual property, termination or data protection provisions.

5.6 StudioRide is free of charge: the Customer pays nothing beyond the fees in the Order Form for Riders or trainers to use the StudioRide studio mode in classes, and no Rider or trainer pays CicloZone to take part in a studio class.

5.7 Additional features. CicloZone may offer additional paid features and modules for studios. If the Customer selects any of them, they are ordered and priced in an Order Form, form part of the Service, and are governed by this Agreement, including its limitations of liability and termination terms.

5.8 Trial period. CicloZone may offer a free trial period, the length and terms of which are set out in the applicable Order Form. A trial is provided “as is” with no warranty and may be changed or withdrawn at any time by CicloZone. CicloZone is not obliged to offer a trial, or any particular length of trial period, for any additional licences (including additional licences taken by a chain or group).

5.9 Late payment. Without prejudice to CicloZone’s right to suspend or disable access for non-payment as set out herein, where the Customer is a business, any sum not paid in advance by its due date shall bear interest under the Late Payment of Commercial Debts (Interest) Act 1998 at eight per cent (8%) per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment in full, whether before or after judgment. The Customer shall also pay to CicloZone the fixed-sum compensation and CicloZone’s reasonable recovery costs provided by that Act. This is without prejudice to any other right or remedy of CicloZone.

5.10 Paid Personal Mode (separate from this Agreement). The CicloZone application includes an optional paid mode for individual, self-directed personal use by a user. The Paid Personal Mode is a separate matter between CicloZone and the individual user under the separate consumer terms applicable to the CicloZone application; the Customer is not a party to any such arrangement, receives no rights or revenue in respect of it, and it is not part of the Service or this Agreement. Nothing in this Agreement applies to it.

6. Term, Renewal and Termination

6.1 This Agreement starts on the Effective Date and continues for the term set out in the Order Form, renewing in accordance with the chosen billing cycle unless terminated under this clause 6.

6.2 Termination by the Customer: fees are non-refundable, and the Customer may terminate at any time with effect from the end of the current Subscription Period; the Service continues until then.

6.3 Termination by CicloZone: CicloZone may suspend access immediately for non-payment (clause 5) or for breach of clause 3 (Licence) or for a breach of clause 12 (Anti-Circumvention) and may disable or terminate in accordance with the relevant notice procedures set out therein (generally ten (10) days). For any other material breach of this Agreement, CicloZone may terminate on written notice to the Customer if the breach is not remedied within fourteen (14) days of that notice.

6.4 Customer remedy for defective performance: if the Service is not working correctly and CicloZone acknowledges and confirms the fault as a defect on its side, the Customer may terminate with effect from the start of the following calendar month. Where the Customer demonstrates a defect consisting of inoperability of the system, the Customer may select either (i) a refund of the prepaid fees attributable to the period of inoperability, or (ii) an extension of the Subscription Period by twice (2x) the period of inoperability at no additional cost. If the inoperability is not remedied within ten (10) days, the Customer may terminate the relevant Order Form. If CicloZone does not acknowledge or dispute a fault reported in writing by the Customer within five (5) Business Days, the defect is deemed confirmed. CicloZone is not liable under this clause where the inoperability is caused by national or governmental internet restrictions or blocks that did not exist at the time of the Customer’s connection or onboarding; in that case CicloZone will either resolve the issue or refund the prepaid fees for the period during which the Service cannot be provided, without any penalty or early-termination charge. This is without prejudice to any other right or remedy and to the Customer’s statutory rights.

6.5 On termination the licence ends immediately. The Customer must stop using the Service, immediately and must return any CicloHub. On the Customer’s written request, CicloZone will export the Customer’s data to the Customer, subject to the restrictions set out in herein. In accordance with clause 14.2 CicloZone will on request, provide a copy of the recordings of the Customer’s own instructor contained in its virtual classes (excluding any third-party music embedded in them) under perpetual licence. If a class structure was created by the Customer’s instructor, the structure of that class will also be provided to the Customer upon request, in text form. The Customer may export and retain its own Live-class profiles. After a reasonable period CicloZone may delete the Customer’s data. Clauses intended to survive (including all of the Customer’s indemnities under this Agreement, in particular those in clauses 8, 9 and 14, and clauses 3, 4, 5.3, 10, 11, 12, 13, 15, 16 and 17) survive termination. For the avoidance of doubt, clause 10 survives to the extent of any obligations applying after termination, including the obligation to delete or return data under clause 10.8(g).

7. Support and Service Levels

7.1 CicloZone provides online support via an automated support bot only. No telephone, on-site, or guaranteed human support is included.

7.2 No formal service level agreement (SLA) is provided. CicloZone gives no commitment as to uptime, availability, response time or resolution time. The Service is provided on an “as available” basis.

7.3 The Service assists the Studio’s trainer in running classes; it is not required in order to run a class. If the Service is unavailable or interrupted (which commonly results from internet, network or equipment issues outside CicloZone’s control, for which CicloZone is not responsible under clause 8), the Studio can continue to run its classes without the Service. Accordingly, an interruption does not of itself prevent the Studio from operating, and CicloZone’s liability for any interruption is limited as set out in clause 16.

7.4 The Studio will use reasonable endeavours to continue delivering classes during any outage or unavailability of the Service.

7.5 CicloZone may modify, update, suspend for maintenance, or improve the Service at any time, and may add, change, withdraw or discontinue any feature without liability.

7.6 New and beta features. CicloZone may release new or beta features, including on a free trial or testing basis. A feature is a “new” or “beta” feature if CicloZone identifies it as such, by any reasonable means — for example by labelling it (such as “beta”, “preview”, “trial” or “new”) in the Service, in an Order Form, or in a written notice. Such features are provided “as is”, with no warranty, and may be changed, limited or withdrawn at any time. Offering a feature for free or in beta does not entitle the Customer to receive it for free in the future: CicloZone may at any time, on notice, make any feature, including one previously offered free or identified as beta, a paid feature under an Order Form.

8. Customer Responsibilities

8.1 The Customer is solely responsible for its internet access, connectivity, networks, routers, hardware, displays and audio equipment, and electrical supply. CicloZone is not responsible for, and gives no warranty regarding, the internet, any network, any equipment, or access to the internet.

8.2 The Customer must keep the software up to date. The Customer is responsible for installing updates in a timely manner from Android TV or Google Play under the Customer’s own account, or by any other method chosen by CicloZone. CicloZone is not liable for any issue caused by the Customer running an out-of-date version.

8.3 The Service includes a free application used by Riders and trainers. Each Rider or trainer is solely responsible for downloading, installing and updating that application through their own app store (such as Google Play) under their own account, and for accepting and complying with the app store’s and the application’s own terms. Any use of the application by a Rider or trainer is governed by the application’s own terms between that user and CicloZone, and is separate from, and not governed by, this Agreement between CicloZone and the Customer. CicloZone owes no duty to any Rider or trainer in respect of the Customer’s classes or the Customer’s operation of its Studio. The Customer is responsible for informing its trainers and Riders of these matters. CicloZone is not responsible for any user’s device, app store account, or failure to install or update the application.

8.4 Physical integrations (lighting, sound, bikes, sensors and other equipment). Any feature that controls or interacts with lighting, sound or audio systems, bikes, sensors, or any other physical equipment operates through the Customer’s own equipment, network and power, and is used entirely at the Customer’s risk. CicloZone does not supply, install, configure, warrant or maintain any such equipment and is not responsible or liable for its functioning, compatibility, calibration or failure, or for any consequence of the Customer using these features.

8.5 Lighting and sound safety. The Customer is solely responsible for the safe configuration and use of all lighting and sound, including the use of flashing, strobing or rapidly changing light and the volume and nature of audio. The Customer is responsible for protecting against risks to Riders, including persons with photosensitive epilepsy or light or sound sensitivity, and risks to hearing. CicloZone gives no assurance that any lighting or sound output is safe for any individual and accepts no liability for it; the Customer must assess and manage these risks at its Studio.

8.6 Music — general. The Customer is solely responsible for obtaining and paying for all performance and broadcast licences required to play music at its Studio (such as PRS for Music and PPL in the United Kingdom, and equivalent rights bodies elsewhere), regardless of the source of the music. Responsibility for the music rights in any given class follows the source of that music, as set out below.

8.7 Music in CicloZone library classes. The music in CicloZone’s own library classes is created using Suno AI under a licence that grants unrestricted commercial use of that music or is sourced from commercial music libraries CicloZone has licensed for fitness use. CicloZone grants the Customer the right to use this music as part of the Service for the operation of its licensed Studio, including playing it in classes. A CicloZone library track remains covered by CicloZone in this way even where the Customer selects it for use in a class the Customer produces. The Customer’s own arrangement, combination and use of a class remains the Customer’s responsibility under clause 8.3.

8.8 Free-style mode. In free-style mode the Customer or its instructor plays its own playlist directly through its own sound system, outside and independently of the CicloZone application. All music in free-style mode is entirely the Customer’s responsibility, including all rights, licences and compliance; CicloZone has no involvement in and no responsibility for it.

8.9 Music in Customer-produced classes. Where the Customer produces its own class profiles, the Customer is solely responsible for all music it uses, and for all rights, licences and third-party terms applying to it, except for CicloZone library tracks used within it, which are covered by clause 8.7. This includes, without limitation: (i) music libraries the Customer has purchased — the Customer is responsible for holding the necessary rights; (ii) the Customer’s own Spotify or other streaming account — the Customer is solely responsible for complying with that service’s terms, which may prohibit commercial or public playback, and CicloZone accepts no responsibility for such use; and (iii) music the Customer generates from its own AI music account (such as Suno) using any prompt template CicloZone may provide — such music is produced under the Customer’s own account, subscription and licence, the Customer owns and is responsible for it and its rights, and any prompt template is provided “as is” with no warranty. The Customer indemnifies CicloZone against all claims arising from music in Customer-produced classes other than CicloZone library tracks.

8.10 Heart-rate sensors and on-screen data. The Service may connect to a Rider’s personal heart-rate sensor. Heart-rate and related performance data is processed on the Rider’s own device and is not stored by CicloZone. Such data (for example zones, cadence and heart rate) is shown on a Studio screen only if the Rider takes a separate, deliberate action in the application to enable “display my data”; without that action no such data is displayed. That action by the Rider is the basis for the display, which is live and is not retained. The Studio is responsible for who can see its screens, and the Customer is responsible for the heart-rate sensors and devices used at its Studio.

8.11 Exercise and movement content. Where the Service displays exercises, movements or demonstrations (for example in non-cycling fitness formats), that content is provided and populated by the Customer, not by CicloZone. CicloZone does not create, review, verify or approve such content and is not responsible for the correctness, suitability or safety of any exercise or movement demonstrated. The Customer is solely responsible for ensuring that any exercise it presents is appropriate and safe for its Riders.

8.12 The Customer is responsible for the safe operation of its Studio, its equipment, and the supervision and safety of its Riders.

9. Riders, Health and Safety

9.1 The Service is a software platform that assists the Studio’s own trainer in delivering classes to Riders. Classes are delivered by the Studio, not by CicloZone. CicloZone does not deliver, run, instruct or supervise any class, and owes no duty to any Rider in respect of the Studio’s classes or the Studio’s operation of its Studio. This does not exclude any liability that cannot be excluded by law, including for death or personal injury caused by CicloZone’s own negligence.

9.2 All responsibility for the health, safety, fitness, supervision and wellbeing of Riders rests entirely with the Customer, the relevant Studio and with the individual Rider. The Customer is responsible for ensuring Riders are fit to participate in any class format offered (including cycling, aerobics, cardio and other fitness), that any exercises or movements are performed safely, and for all health and safety, insurance, waivers and supervision at the Studio. CicloZone provides software only and is not responsible for and does not assess any Rider’s fitness or the safety of any class or exercise.

9.3 The Customer indemnifies CicloZone against all claims, losses, damages and costs arising from any Rider’s use of, or participation in the Ciclozone application at, the Customer’s Studio.

10. Data Protection

10.1 CicloZone does not store the personal training data of Riders or trainers. Riders create their own accounts in the Rider application, and their profile, training metrics and related data are stored on the user’s own device, not by CicloZone. CicloZone processes only the minimum account credentials (such as a login identifier and authentication credentials, and any email used to create the account) needed to authenticate access to the Service.

10.2 In respect of those account credentials, CicloZone acts as a controller, processes them solely to provide and secure access to the Service, applies appropriate security measures, retains them only as long as necessary, and does not sell them. Where a Studio designates an existing account as a trainer account, that designation is an act of the Studio; the Studio is responsible for it and for managing which of its people hold trainer functions.

10.3 Hosting and security. The limited data CicloZone does store (such as account credentials and the Customer and representative data described in this clause 10) is hosted in the United Kingdom on Amazon Web Services (London region) and is not routinely transferred outside the United Kingdom or the European Economic Area. It is encrypted at rest and in transit, with role-based, least-privilege access. Further detail is available on request.

10.4 CicloZone holds limited personal data relating to the Customer and its representatives (such as business contact and billing details) as a controller, solely to provide the Service, manage the account, take payment, and comply with law. CicloZone processes this data in accordance with the UK GDPR and the Data Protection Act 2018, keeps it only as long as necessary, applies appropriate security measures, and does not sell it. The Customer’s representatives may exercise their data subject rights by contacting CicloZone.

10.5 CicloZone may collect and use anonymous, aggregated analytics, telemetry and attendance data from use of the Service (which do not identify any individual), now or in the future, to operate, secure and improve the Service and to produce the statistics described in this clause 10, and may retain and use such anonymous data without restriction.

10.6 CicloZone may process the IP address(es) and location data from which the Service is accessed, for the purposes of licence enforcement, security and prevention of unauthorised use. The Customer shall inform its relevant staff of this where required by applicable law.

10.7 Through the Studio’s control panel, CicloZone makes available to the Studio information about trainer activity (such as the number and timing of classes delivered by a trainer). The identity of which individual Riders attended is not provided to the Studio. In respect of trainer-activity data shown in its control panel, the Studio is the controller and CicloZone acts as processor, processing such data only on the Studio’s instructions to display it in the panel; the Studio is responsible for the lawful basis for that processing and for informing its trainers as required by applicable law.

10.8 Processor terms (UK GDPR Article 28). Where CicloZone acts as processor for trainer-activity data under this clause 10, CicloZone shall: (a) process that data only on the Studio’s documented instructions, including this Agreement, unless required to do otherwise by law; (b) ensure persons authorised to process it are bound by confidentiality; (c) apply appropriate technical and organisational security measures; (d) engage subprocessors only on terms materially similar to these and remain responsible for them; (e) taking account of the nature of the processing, assist the Studio, so far as reasonably possible, with data-subject requests and with the Studio’s obligations as to security, breach notification and impact assessments; (f) notify the Studio without undue delay on becoming aware of a personal data breach affecting that data; (g) upon expiry of the relevant Subscription Period delete or return the data on the relevant Order Form at the Studio’s choice, save where retention is required by law; and (h) make available information reasonably necessary to demonstrate compliance with this clause and allow for reasonable audits on reasonable notice. This applies only to trainer-activity data and not to data for which CicloZone is itself the controller.

10.9 CicloZone may collect anonymous, aggregated attendance statistics at the level of the Studio or class (not identifying individual Riders), and may make such statistics, including aggregated demographic statistics such as gender and age, available to the Studio. Demographic statistics are provided only in aggregated form and only where the group is large enough to prevent identification of any individual; no statistic is provided that could reasonably identify a Rider.

10.10 Any heart-rate or similar health-related data from a Rider’s sensor is processed only on the Rider’s own device and is not collected, stored or retained by CicloZone. Such data is shown on a Studio screen only if the Rider takes a separate, deliberate action in the application to enable display of their data (such as zones, cadence and heart rate); that action by the Rider is the basis for the display, which is live only.

10.11 Education portal. CicloZone operates a separate education portal for trainers, accessed through CicloZone. In it CicloZone processes limited trainer data — the trainer’s name and email, their test/qualification status, and the schedule of classes assigned to them. This limited trainer data is used to operate the portal and is made available to the trainer’s Studio. Trainers accept the portal’s terms and the processing of this data when they first access the portal. CicloZone holds this data minimally, applies appropriate security, and does not sell it.

10.12 Each party shall comply with applicable data protection law in respect of any data it controls.

11. Acceptable Use

11.1 The Customer shall use the Service only for lawful operation of the single licensed Studio and only as expressly permitted by this Agreement. The Customer is responsible for all use of the Service under its account.

11.2 The Customer shall not, and shall not permit any person to: (a) use the Service outside the licensed Studio or for any location, room or audience other than the licensed Studio; (b) copy, record, download, stream, cast, broadcast, publicly perform, redistribute, sublicense, rent, resell or make the Service or any of its content or output available to any third party; (c) modify, translate, adapt, reverse engineer, decompile, disassemble or create derivative works of the Service, except to the extent this restriction cannot be excluded by law; (d) access or use the Service to build or assist any competing or similar product or service; (e) introduce any virus, malware or harmful code, or probe, scan, penetration-test, overload or attack the Service or its infrastructure; (f) use any robot, scraper or automated means to access the Service or extract data; (g) use the Service in breach of any applicable law, or to infringe any third party’s rights; or (h) remove, obscure or alter any proprietary, branding or licensing notice.

11.3 CicloZone may monitor use for compliance and may suspend access immediately where it reasonably suspects a breach of this clause 11, clause 3, or any unlawful or harmful use, and may disable access in accordance with the notice procedure in clause 5 and clause 12. Suspension does not relieve the Customer of its payment obligations.

11.4 The Customer bears full and sole responsibility for all use of the Service under its account and at or from its installation, including any breach of this clause, any streaming or out-of-Studio use, and any act or omission of its staff, trainers, Riders or any third party. CicloZone has no responsibility or liability for such use and may disconnect immediately as set out in clause 12.

12. Anti-Circumvention and Licence Enforcement

12.1 The anti-circumvention obligations in clause 3.4 and 3.5 are fundamental to this Agreement. The licensing, device-binding, geolocation, metering, authentication and update mechanisms of the Service exist to enforce the per-Studio, single-address licence, and the Customer shall not interfere with or defeat them by any means.

12.2 The Customer shall not use any virtual private network, proxy, emulator, spoofing tool or other technique to disguise the location, device or identity of any installation, or to make use from more than one location appear as use from the licensed Studio.

12.3 If CicloZone reasonably determines that the Service is being used for more than the licensed Studio, CicloZone may (without limiting its other rights) invoice the Customer for each additional Studio or location served, for the whole period of such use, at CicloZone’s then-current rates, payable on demand.

12.4 Monitoring and disconnection. CicloZone monitors the IP address(es) and location from which each Studio uses the Service. The Customer acknowledges and agrees that CicloZone may do so. Where CicloZone reasonably determines use from an IP address, device or location other than the licensed Studio, or any streaming, casting, relaying or other use outside the licensed Studio, CicloZone will notify the Customer and may permanently disable the Service if the breach is not remedied within ten (10) days of that notice, with no refund obligation and no further liability of Ciclozone to the Customer of any kind. CicloZone may suspend access immediately, before or during that period, where the breach is clear and continuing. The Customer is solely responsible for all such use and for any consequences of disconnection, including but not limited to any charge for unlicensed use under clause 12.3. Where a suspension or disconnection under this clause is subsequently determined by a court of competent jurisdiction, or agreed in writing by the parties, to have been made in error or without justification, CicloZone will credit or refund the fees for the affected period. The exclusion of the right to a refund and of any further liability of the Customer in this clause applies only to a suspension or disconnection of the Service that was justified.

12.5 It is the Customer’s sole responsibility to ensure the Service is used only at, and only from, the single licensed Studio. Any unauthorised streaming, sharing or out-of-Studio use is entirely the Customer’s responsibility and risk, whether carried out by the Customer, its staff, its trainers, its Riders or any third party using its account or installation.

13. Third-Party Services and Subprocessors

13.1 The Service relies on third-party platforms and providers, including (without limitation) Google / Android TV and Google Play for distribution and updates, and third-party hosting, cloud, content-delivery and analytics providers (“Third-Party Providers”). The Customer’s use of any Third-Party Provider (including Google Play under the Customer’s own account) is subject to that provider’s own terms, which the Customer is responsible for accepting and complying with.

13.2 CicloZone is not responsible or liable for any act, omission, change, suspension, outage, pricing or discontinuation of any Third-Party Provider, or for any hardware, operating system, app store or network the Customer relies on.

13.3 CicloZone may engage subprocessors and third-party providers to provide and improve the Service. Production hosting of the limited data CicloZone stores is provided by Amazon Web Services in the United Kingdom (London region); CicloZone does not routinely transfer that personal data outside the UK and the European Economic Area. CicloZone may also use other providers (such as content-delivery and analytics providers) and may change its providers from time to time. Where any personal data is transferred internationally, CicloZone applies an appropriate transfer mechanism as required by applicable data protection law. A current list of subprocessors is available on request.

14. Intellectual Property

14.1 All intellectual property rights in and to the Service, the software, the CicloZone name, branding and all related content are and remain the exclusive property of CicloZone and its licensors. The Customer receives only the limited right to use the Service granted in clause 3 and acquires no ownership or other rights.

14.2 Produced content. Where the Customer or its trainer creates, records or produces any class, virtual class, programme or other content using or within the Service (including a virtual class featuring the Customer’s own trainer), all intellectual property rights in that produced content vest in and belong to CicloZone. The Customer receives only a non-exclusive, non-transferable, revocable licence to use that produced content for the operation of its licensed Studio, on the same terms as the Service licence in clause 3 and acquires no ownership. On termination, CicloZone grants the Customer a perpetual, non-exclusive licence to use, for the Customer’s own purposes, the recordings of the Customer’s own instructor contained in its virtual classes, provided that the instructor has not objected to such provision or use, and will on request provide a copy of those recordings (excluding any third-party music embedded in them) within thirty (30) days of the Customer’s written request following termination. The licence is non-transferable except with CicloZone’s prior written consent; CicloZone may, at its discretion, consent to a transfer of the licence on a sale of the whole of the Studio’s business or on a change of the Studio’s licensed location, such consent being CicloZone’s right and not an obligation. In addition, the Customer may export and retain its own Live-class profiles (the power-zone structures and playlist references it has created) at the end of the relevant Subscription Period.

14.3 Customer warranties on inputs. The Customer warrants that it has all rights, consents and permissions necessary for everything it or its trainer contributes to produced content (including the trainer’s image and likeness, any music it adds, any branding and any third-party material), that the content is lawful, and that it does not infringe any third party’s rights. Music rights in produced content are allocated by the music provisions in clause 8 (Customer Responsibilities). The Customer is solely responsible for the content its trainer produces and indemnifies CicloZone against all claims, losses, damages and costs arising from the produced content or from any breach of this clause.

14.4 Any feedback or suggestions the Customer provides may be used by CicloZone freely and without obligation.

15. Compliance, Export, Sanctions, Tax and Language

15.1 Compliance with local law. The Customer is solely responsible for ensuring that its use of the Service in its country and at its Studio complies with all applicable local laws, licensing, consumer, health-and-safety and other requirements. CicloZone makes no representation that the Service is appropriate or available for use in any particular jurisdiction.

15.2 Export controls and sanctions. The Customer represents that it, its owners and its Studio are not subject to, and the Customer shall not use the Service in breach of, any applicable export control or economic-sanctions laws (including those of the United Kingdom, the European Union and the United States). The Customer is not located in and will not use the Service from or for the benefit of, any sanctioned or embargoed country or any person on a relevant sanctions list. CicloZone may suspend or terminate immediately if this is or becomes untrue.

15.3 Taxes and withholding. All fees are stated exclusive of VAT and any other taxes, levies or duties, which the Customer pays in addition. If the Customer is required by law to withhold or deduct any amount from a payment, the Customer shall increase the sum paid so that CicloZone receives the full amount it would have received had no withholding or deduction been required. The Customer is responsible for any local sales tax, VAT, GST or similar arising in its own jurisdiction.

15.4 Language. This Agreement and all Order Forms are concluded in English. The English-language version prevails over any translation. All notices and communications shall be in English.

16. Warranties and Liability

16.1 To the maximum extent permitted by law, the Service is provided “as is” and “as available”. CicloZone excludes all warranties, conditions and terms implied by statute, common law or otherwise, including any implied terms as to satisfactory quality, fitness for a particular purpose, uptime, accuracy and non-infringement.

16.2 To the maximum extent permitted by law, CicloZone is not liable for any indirect, special or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings, data, or for business interruption, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

16.3 To the maximum extent permitted by law, CicloZone is not liable for any loss or damage arising from: the internet or any network or connectivity; any hardware or equipment (including any CicloHub or any heart-rate sensor); any lighting, sound, bikes, sensors or other physical equipment or any feature controlling them; any exercise, movement or demonstration content populated by the Customer; any Third-Party Provider; the Customer’s failure to update the software; the Customer’s electrical supply; music licensing; produced content; or any act, omission, injury or claim relating to any Rider or the operation of the Studio.

16.4 Subject to clause 16.5, CicloZone’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited, separately and per Studio (per Order Form), to the greater of: (a) the total fees paid by the Customer to CicloZone for that Studio in the twelve (12) months immediately before the event giving rise to the claim; or (b) one month’s fees for that Studio. Liability in respect of one Studio does not aggregate with, and is not increased by, fees paid by the same customer for any other Studio.

16.5 Nothing in this Agreement excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be excluded or limited. CicloZone’s liability for fraud is not excluded or limited by this Agreement.

17. General

17.1 Changes to this Offer: CicloZone may update this Public Offer from time to time in accordance with clause 5.5 by publishing an updated, dated version on its website, maintained in a dated archive available at ciclozone.com/legal/archive.

17.2 Assignment: the Customer may not assign or transfer this Agreement. CicloZone may assign or transfer it freely.

17.3 Force majeure: CicloZone is not liable for any failure or delay caused by events beyond its reasonable control.

17.4 No waiver: failure to enforce any term is not a waiver of it.

17.5 Severance: if any provision of this Agreement is held invalid or unenforceable, all other provisions remain in full force. To the extent possible, the parties agree to modify the relevant offending provision to the minimum extent needed to make it valid.

17.6 Third parties: no person other than the parties has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.

17.7 Notices: notices must be in writing and may be given by email — to CicloZone at [email protected], and to the Customer at the address on the Order Form. A notice shall be deemed to have been received: (i) at the time of delivery if delivered personally; (ii) at the time of signature of a delivery receipt if sent by courier; or (iii) at the time of transmission if sent by email (provided no automated delivery failure notice is received).

17.8 Governing law and jurisdiction: this Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

By accepting an Order Form, clicking to accept, or paying for the Service, the Customer agrees to this Agreement.