1. Introduction and Scope of Agreement

This Platform License Agreement ("License" or "Agreement") is a legally binding contract between TheIronStack ("Company", "we", "our", or "us") and any individual or entity ("Licensee", "User", "you", or "your") accessing, downloading, installing, or utilizing the proprietary software, applications, databases, API integrations, and associated digital services operated by the Company (collectively, the "Software" or the "Platform").

BY ACCESSING, DOWNLOADING, INSTALLING, OR UTILIZING ANY PORTION OF THE SOFTWARE, YOU UNCONDITIONALLY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A GYM, FITNESS FACILITY, CORPORATION, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU POSSESS FULL CORPORATE AUTHORITY TO BIND SUCH ENTITY TO THESE PROVISIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE STRONGLY PROHIBITED FROM ACCESSING OR USING THE SOFTWARE.

This License is integrated with, and must be read in conjunction with, the Company’s Terms of Service and Privacy Policy.

2. Proprietary Character of the Software

The Software, including its source code, object code, structure, sequence, organization, database schemas, user interfaces, documentation, visual design systems, algorithms, APIs, and administrative modules, constitutes the highly valuable proprietary intellectual property of the Company and its licensors.

THE SOFTWARE IS LICENSED, NOT SOLD. Except for the limited, non-exclusive rights explicitly granted to you under this Agreement, no title, ownership, or intellectual property rights of any nature are transferred, assigned, or conveyed. All rights, title, and interest in and to the Software remain vested exclusively in the Company and its licensors.

3. Ownership and Reservation of Rights

3.1 Company Intellectual Property

All copyrights, trademarks, service marks, patent rights, trade secret rights, and other intellectual property rights inherent in the Software are, and shall remain, the sole and exclusive property of the Company.

3.2 Reservation of Rights

All rights not expressly granted to you under this Agreement are reserved exclusively to the Company. No license or right shall be implied under this Agreement by estoppel, usage, course of dealing, or otherwise.

4. Scope of the License Grant

Subject to your continuous, strict compliance with the terms of this Agreement, the Terms of Service, the Privacy Policy, and the timely payment of all applicable subscription or license fees, the Company grants you a limited, revocable, personal, non-exclusive, non-transferable, and non-sublicensable license to access and use the Software.

This grant is restricted to the specific roles authorized by your account classification:

• Gym Owner Accounts: Granted a license to access administrative consoles, configure facility parameters, manage staff access, process member attendance records, and review billing metrics.
• Member Accounts: Granted a license to access personal user profiles, track physical measurements, view training routines, log diet plans, and present check-in QR codes to authorized facilities.
• Trainer Accounts: Granted a license to access assigned member files, administer fitness routines, monitor client progress, and log instructional activities.

5. License Restrictions and Prohibited Conduct

To protect the integrity and proprietary nature of the Platform, you shall not, directly or indirectly, nor shall you permit or encourage any third party to:

1. Reverse Engineer: Reverse engineer, decompile, disassemble, or attempt to derive, reconstruct, or discover the source code, underlying algorithms, or file formats of the Software, except to the extent express statutory provisions under applicable law override this restriction;
2. Modify & Translate: Modify, translate, adapt, or create derivative works based upon the Software, its layout, or its underlying architecture;
3. Distribute & Commercialize: Copy, distribute, rent, lease, sublicense, sell, white-label, assign, or otherwise transfer or exploit the Software for commercial purposes outside the scope of authorized operations;
4. Circumvent Security: Bypass, disable, circumvent, or crack any copy protection, digital rights management, licensing enforcement systems, or security mechanisms embedded within the Platform;
5. Scrape or Automate: Employ automated systems, scrapers, web crawlers, bots, or data extraction scripts to harvest, extract, or mirror data from the databases of the Software without the prior written consent of the Company;
6. Compete: Use the Software, its structure, metadata, or API specifications to build, train, or optimize a competing software product, service, or machine learning model;
7. Alter Notices: Remove, alter, or obscure any copyright, trademark, patent, or other proprietary notices, labels, or legends contained on or in the Software.

6. Open Source Software Integration

The Platform may integrate, link, or rely upon third-party libraries, packages, or utilities distributed under open-source licenses. The Company complies with all applicable open-source license notices and terms.

Ownership of open-source components remains with their respective copyright holders. Nothing in this Agreement restricts, limits, or supersedes any rights granted to you under the terms of any applicable open-source license governing such components.

7. Updates, Enhancements, and Maintenance

7.1 Automatic Updates

The Company may, from time to time, develop and deploy software updates, patches, bug fixes, enhancements, or new versions of the Software (collectively, "Updates"). You agree that all Updates may be deployed automatically, with or without prior notice to you.

7.2 Integration of Updates

Upon deployment, all Updates shall automatically be deemed part of the "Software" and governed by the terms of this Agreement, unless a specific Update is accompanied by a separate license agreement, in which case the terms of that separate license shall apply.

7.3 Support Obligations

The Company has no obligation under this Agreement to provide support, maintenance, custom modifications, or upgrades for deprecated versions of the Software.

8. System Availability and SLA Disclaimers

The Software is delivered as a hosted cloud application. The Company reserves the right to temporarily suspend, interrupt, or restrict access to the Platform to perform scheduled maintenance, infrastructure upgrades, security audits, or emergency database recovery.

While the Company endeavors to maintain high system availability, you acknowledge that access to the Software may be disrupted due to internet connectivity failures, third-party hosting outages, cloud infrastructure disruptions, or events of Force Majeure. The Company disclaims all liability for losses or operational delays resulting from system downtime.

9. Trademark Protection and Usage Restrictions

"TheIronStack", its stylized logos, custom icons, brand marks, and product names are proprietary trademarks of the Company. You are granted no license, right, or authority to utilize the Company's trademarks in any promotional, commercial, or marketing materials without the express, prior written authorization of the Company.

You agree not to register, attempt to register, or use any domain name, business name, username, or trademark that is confusingly similar to the Company's marks.

10. Confidentiality

10.1 Confidential Information

During your utilization of the Software, you may gain access to non-public technical details, database schemas, undocumented API endpoints, code snippets, pricing plans, or business methodologies (collectively, "Confidential Information").

10.2 Non-Disclosure Obligations

You agree to hold all Confidential Information in strict confidence and to prevent any unauthorized exposure, dissemination, or utilization thereof. You shall not disclose Confidential Information to any third party without the express, written consent of the Company. This obligation survives any termination or expiration of this Agreement.

11. Term, Suspension, and Termination

11.1 Effective Period

This License is effective upon your initial access to or utilization of the Software and shall remain in effect until terminated in accordance with this Agreement.

11.2 Right to Suspend

The Company reserves the right to immediately suspend or restrict your license and access to the Software, in whole or in part, without notice, if:

• You violate any restriction or provision of this Agreement or the Terms of Service;
• We detect unauthorized or anomalous security activity originating from your account;
• Suspension is mandated by regulatory agencies, law enforcement, or applicable statutory amendments.

11.3 Termination by the Company

The Company may terminate this Agreement and revoke your license immediately, without prior notice or opportunity to cure, if you commit a material breach of this Agreement, fail to remit subscription payments when due, or engage in activities that expose the Company to legal or operational risks.

11.4 Consequences of Termination

Upon termination of this Agreement:

• All rights and licenses granted to you shall immediately cease;
• You must immediately discontinue all access to and use of the Software;
• You must destroy, uninstall, or permanently delete all local client installations, cached documentation, API integrations, and Confidential Information in your possession.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED, SECURELY, OR FREE OF ERRORS, VIRUSES, OR BUGS;
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF FITNESS RECORDS, METRICS, BMI CALCULATIONS, OR WORKOUT SCHEDULES GENERATED BY THE PLATFORM.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, SYSTEM DOWNTIME, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE LICENSE, USE, OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE LEGAL THEORY AND EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING UNDER THIS LICENSE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO THE COMPANY FOR THE SOFTWARE UTILIZATION DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the jurisdiction specified in the Company's Terms of Service, without regard to its conflict of law principles. Any dispute arising out of or relating to this License shall be subject to the exclusive dispute resolution forums set forth in the Terms of Service.

15. Contact and Inquiry Protocol

For questions, licensing requests, audits, or support inquiries regarding this Platform License Agreement, contact our legal compliance team:

TheIronStack
Email: software@theironstack.in