By accessing this Site, App and/or using the Services, you hereby agree:
(ii) that you are the user of the Site, App and/or Services and are 18 years or above.
1 Site, App and Services
1.1 The Site and App is owned and maintained by GuavaPass.
1.2 GuavaPass operates a monthly subscription service that gives our members access to certain fitness studios in their city, which offers one or more of the following features and services (each a “Service” and collectively the “Services”) through the Site or App:
1.2.1 access to a collection of information, products, services, data, text, listings, pricing, graphics, images, videos, audio files and other types of works;
1.2.2 search engines or tools;
1.2.3 blogs, message boards, communication tools;
1.2.4 email or message alerts; and
1.2.5 any other services, features, content or applications that GuavaPass may offer through the Site or App from time to time in our sole and absolute discretion.
1.3 GuavaPass reserves the right to change, modify, suspend or discontinue the whole or any portion of the Services, Site or App at any time. We may also impose limits on certain features or restrict your access to parts or the entire Services, App or Site without notice or liability.
2.2 You agree not to reproduce, copy, modify, adapt, translate, publish, display, communicate, transmit, broadcast, distribute, sell, trade, exploit or use for any commercial or other purposes, any portion of, or any access to:
2.2.1 any Service;
2.2.2 the Site or App;
2.2.3 any materials, information, news, advertisements, listings, pricing, data, input, text, songs, audio, video, pictures, graphics, software, blogs, forums, message boards, broadcasts, comments, suggestions, ideas and other content, that is made available on or via the Site, App or Services (collectively, “Content”),
2.3 Without prejudice to the generality of Clause 2.1, you agree not to reproduce, display or otherwise provide access to the Site, App, Services or Content, for example through framing, mirroring, linking, spidering, scraping or any other technological means (including any technology available in the future), without the prior written permission of GuavaPass.
2.4 The Site, App and all Content are the copyrighted work of GuavaPass or our content or software providers, and GuavaPass reserves and retains all rights in the Site, App and Content.
2.5 You may not decompile, reverse engineer or otherwise attempt to discover the source code of the App or any Content, except under the specific circumstances expressly permitted by law or GuavaPass in writing.
2.6 You may not hack into, interfere with, disrupt, disable, over-burden or otherwise impair the proper working of the Site, App, Services or our servers, which shall include but is not limited to denial-of-service attacks, spoof attacks, session hacking, sniffing, tampering, spamming, reverse engineering or reprogramming.
3 Account Information
3.1 To access certain parts of the Site, App or Services, you will be required to sign-up for an account with GuavaPass (“Account”) and select a user name ("User Name") and password ("Password").
3.2 You are solely responsible for safeguarding and maintaining the confidentiality of your User Name and Password. You agree not to:
3.2.1 share or permit others to use your Account or Password; or
3.2.2 assign or transfer your Account to any other person or entity.
3.2.3 You will be required to show photo identification or government issued ID to the studio partner upon check-in at any booked class.
3.3 You shall be bound by and responsible for all communications and online activity transmitted or conducted through the use of your Account. GuavaPass shall have no responsibility or liability for any loss, damage, cost, expenses, or liabilities arising as a result of or in connection with the wrongful or fraudulent use of your Account. If you are aware of any actual or suspected unauthorised use(s) of your Account, or loss, theft, or unauthorised disclosure of your Password, please promptly notify us at: email@example.com.
3.4 Each individual may only register one (1) Account.
3.5 You must provide accurate, complete, and up-to-date information required for your Account. The name on your account must be the name on your photo identification card or government issued ID. You may at any time change or update your Account information by clicking on the “My Account” icon in the top right corner after logging in.
3.6 Where an individual is associated with multiple Account(s) without our written authorisation, or fraudulent or wrongful use of an Account is detected or suspected, we reserve the right at our sole discretion and without liability, and without prejudice to our other rights and remedies under this Agreement or at law, to immediately:
3.6.1 cancel any classes reserved through such Account(s);
3.6.2 cancel or invalidate any credits or discount vouchers, coupons or codes awarded to or used by such Account(s);
3.6.3 prohibit such Account(s) or persons from participating in any promotions, contests or surveys of GuavaPass; and/or
3.6.4 merge, suspend and/or terminate Account(s).
4 Subscription, Payment, Billing and Other Fees
4.1.1 If a member takes classes in a City outside of the one in which they subscribed for more than 50% of the monthly billing cycle, GuavaPass reserves the right to adjust the billing to the new City billing rate without prior notice.
4.1.2 Members receive classes per subscription cycle (“Eligible Classes”) to be used to visit any studio of their choice available on our platform up to 3 times during each such subscription cycle, provided however that some studios allow a different number of maximum visits during a subscription cycle (“Class Limit”). The Class Limit shall be assumed to be 3 times unless disclosed otherwise on a studio-by-studio basis within the Site and App. Members cannot transfer or gift classes to third parties, including other GuavaPass members. GuavaPass reserves the right to increase from time to time in its sole discretion the number of Eligible Classes a member can take in a given cycle (such as pursuant to certain promotions that we may offer from time to time). The most classes a member can take at any 1 studio in a cycle is the Class Limit. Please note that if a studio has more than 1 location, members can go up to the Class Limit across all of its locations, and not up to the Class Limit per location. GuavaPass makes no guarantee on the availability of classes as access to classes is on a space-available basis.
4.2 Subscription Cycle
Your GuavaPass subscription starts on the date that you sign up for a subscription and submit payment via a valid Payment Method. Each GuavaPass billing cycle is one month in duration, and you will be automatically charged each month. For example, if you purchase your GuavaPass on 10th January, your billing cycle will reset and you will be charged again on 10th February (see “Billing Date,” below). Once your new month starts, you will receive your full number of Eligible Classes for such new monthly cycle. Please note that any Eligible Classes not used during a monthly subscription cycle are forfeited, and will not be exercisable in the next subscription cycle.
4.3.1 You must provide us with a current, valid, accepted method of payment (as such may be updated from time to time, “Payment Method”) to use GuavaPass. We will automatically bill the monthly subscription fee to your Payment Method each month until your GuavaPass is cancelled or terminated
4.3.2 Payment shall be made in CNY.
4.3.3 The types of credit and debit cards that we accept can be found here.
4.3.4 By joining our subscription program, you authorise us to transmit information or to obtain information about you from third parties from time to time and this may include verification checks involving your debit or credit card number or credit reports in order to authenticate your identity, to validate your credit card, to obtain an initial credit card authorisation, to protect you and us from fraud, and to enable us to arrange delivery of your order to your nominated delivery address.
4.4.1 Single Month Subscription. By starting a Single Month Subscription, you authorise us to charge you a monthly subscription fee at the then current rate. You may terminate your monthly subscription at any time by logging into your GuavaPass account online and using the Cancel feature, or by emailing us at firstname.lastname@example.org. However, your first month cannot be cancelled and is not refundable.
4.4.2 Multiple Month Subscriptions. By signing up for a Multiple Month Subscription, you agree and acknowledge that your subscription will last for the length of time indicated, and you will be billed immediately at the then current rate. You will be billed again on the same date each month for the length of your Multiple Month Subscription period. You agree and acknowledge that to cancel your Multiple Month Subscription before the start of your last month of your Multiple Month Subscription, you must pay a cancellation fee of ¥1,088. You may cancel your subscription by logging into your GuavaPass account online and using the Cancel feature, or by emailing us at email@example.com. At the end of the Multiple Month Subscription, your subscription will be automatically extended for another term of the same length of time, and your payment method will be billed immediately and on the same date each month for the length of your Multiple Month Subscription period until you cancel your Multiple Month Subscription renewal.
4.4.3 Billing Date. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. In the event your paying subscription began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your GuavaPass subscription or became a paying member on 31st January, your next payment date is likely to be 28th February, and your Payment Method would be billed on that date. Your renewal date may change due to changes in your Subscription.
4.4.4 Pause Feature. We may give you the option to pause your subscription at any time, subject to a Pause Fee of ¥49. When you start your pause you will be immediately charged the Pause Fee. Your account will stay in pause mode and you will be automatically charged the Pause Fee every 3 months until you stop the pause or cancel your subscription. When you pause your account, you will retain the remaining days left on your billing cycle at the time and will be able to use these days when you cancel your pause, and your billing date will change accordingly. You must cancel or complete any booked classes before you start your pause, and you may not book any classes while your subscription is paused.
4.4.5 No Refunds. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
4.4.6 Payment Methods. You may edit your Payment Method information by logging into your GuavaPass account and using the Edit Payment Method feature, or by emailing us at firstname.lastname@example.org. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see, “Cancellation” below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates.
4.5.1 Late Cancellation Fee
We charge a late cancellation fee of ¥80 in เชียงไฮ for cancellations of class bookings within 12 hours before the class start time (“Default Cancellation Fee”), provided that certain studios may have a different cancellation fee and/or window, which shall be disclosed on the class booking page.
4.5.2 No Show Fee
We charge a no show fee of ¥100 in เชียงไฮ for no show of a booked class (“Default No Show Fee”), provided that certain studios may have a different no show fee, which shall be disclosed on the class booking page.
4.5.3 Other Fees
Your GuavaPass covers your access to classes. In addition, you are responsible for paying cancellation fees if you do not cancel your class with appropriate notice. Some of our venues may also charge equipment or other amenity fees. The GuavaPass only gives you access to the class for which you signed up. The venue may have additional fees for use of additional classes or spaces.
5 Promotions, Voucher Codes and Other Privileges and Programmes
5.2 Promotions, contests, privileges and programmes are only valid for the time period specified by GuavaPass.
5.3 The following terms shall apply to the use of credits, vouchers, coupons and codes (“Voucher Codes”):
5.3.1 Each Voucher Code is only eligible for a single use and is only valid for the time period specified by GuavaPass.
5.3.2 The Voucher Codes may only be redeemed by purchasing certain products from GuavaPass during the applicable validity period.
5.3.3 Use of any Voucher Code must be indicated at the time of checkout, and all information required by GuavaPass must be provided. No retroactive use of the Voucher Code is permitted.
5.3.4 Voucher Codes cannot be used in conjunction with any other promotion, voucher, coupon, code or offer, including but not limited to discounted sale items, unless otherwise stated.
5.3.5 A minimum spend may be required before use of the Voucher Code is permitted.
5.3.6 Voucher Codes cannot be refunded, redeemed or exchanged for cash.
5.3.7 Resale, transfer and sharing of Voucher Codes are strictly prohibited. In spite of the above, gift vouchers, if offered by GuavaPass, may be purchased by you and given to others.
5.3.8 No reproduction, alteration, adaptation, tampering, distribution, publication, broadcast or other communication or dissemination of Voucher Codes is allowed.
5.3.9 Voucher Codes are non-replaceable if lost, stolen, destroyed, duplicated, tampered with or otherwise misappropriated or fraudulently used.
5.3.10 GuavaPass reserves the right to verify the validity of any Voucher Code and to declare null and void, any Voucher Code which in our opinion has been stolen, duplicated, tampered with, or which is suspected to have been misappropriated or fraudulently obtained or used.
5.3.11 GuavaPass reserves the right to vary or impose such other terms and conditions as we deem appropriate from time to time by posting the varied terms and conditions on the Site or through the App.
5.4 Where any free gift is offered as part of a promotion, the free gift is offered on a “first come first serve” basis and while stocks last basis. No cash will be offered in lieu of the gift.
5.5 Where you are permitted to return any product to GuavaPass for a refund and such product was originally purchased under a promotion or discount, you will only be refunded the amount that you originally paid for such product. Where the promotion or discount had applied to the entire order, we will refund you the selling price of the returned product less the promotion or discount applied to the returned product on a pro-rata basis. Further, any free promotional gift given with an order must also be returned if you are returning the product(s) to which the gift related.
5.6 GuavaPass's decision on all matters relating to promotions, discounts, Voucher Codes and other privileges is final and binding.
5.7 GuavaPass reserves the right to discontinue any promotion, discount, Voucher Code programme, contest, privileges or programme at any time without notice or liability.
6 Prohibited Conduct
6.1 By using the Site, you promise not to:
6.1.1 Harass, threaten, or defraud Site users;
6.1.2 Make unsolicited offers, advertisements, proposals, or send junk mail to users;
6.1.3 Impersonate another person or access another user’s account without that person’s permission;
6.1.4 Share GuavaPass-issued passwords with any third party or encourage any other user to do so;
6.1.5 Permit third parties to use any classes booked under your own subscription, including other members;
6.1.6 Misrepresent the source, identity, or content of information transmitted via the Site, including deleting the copyright or other proprietary rights;
6.1.7 Upload material (e.g. virus) that is damaging to computer systems or data of GuavaPass or users of the Site;
6.1.8 Upload copyrighted material that is not your own or that you do not have the legal right to distribute, display, and otherwise make available to others; or
6.1.9 Upload or send to Site users pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content.
7 Intellectual Property
7.1 The copyright, patents, trademarks, registered designs and all intellectual property rights in the Services, the Site, the App and all Content shall vest in and remain with GuavaPass and its licensors.
7.2 The trademarks, logos and service marks ("Marks") displayed on this Site or App are the property of GuavaPass and other third parties, and all rights to the Marks are expressly reserved by GuavaPass and relevant third parties. You are not permitted to use the name of GuavaPass or any Marks, including in any advertising or publicity or as a hyperlink, without the prior written consent of GuavaPass or such third party.
7.3 The domain name on which the Site is hosted on is the sole property of GuavaPass and you may not use or otherwise adopt a similar name for your own use.
8 Comments, Feedback and Other Information
8.1 You may provide or submit comments, feedback, suggestions and other content or information (collectively, “Comments”) so long as the content is not illegal, criminal, immoral, inappropriate, hateful, obscene, defamatory, offensive, violent, abusive, political, religious, infringing or disrespectful in nature, and does not consist of or contain software viruses, solicitation or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a Comment. GuavaPass reserves the right (but not the obligation) to review, remove or edit such content.
8.2 You hereby grant GuavaPass a non-exclusive, royalty-free, perpetual, irrevocable and sub-licensable licence to use, reproduce, modify, adapt, translate, publish, display, communicate, transmit, broadcast, distribute and exploit any Comments that you provide or publish through or in relation to the Site or App, for any purpose as GuavaPass may require at its sole discretion. You further agree that GuavaPass may use and publish your name in connection with such Comments.
9 Disclaimers & Limitations
9.1 Classes, activities, and any other services offered via the site are offered and provided by third parties, not GuavaPass. You agree that attendance at or use of any such classes, activities, or other services is solely at your own risk. In no event shall GuavaPass be liable for any injury, loss, claim, damage or any special, exemplary, punitive, incidental or consequential damages of any kind, whether based in contract, tort or otherwise, which arises out of or is any way connected with a user’s attendance or participation in a class, service or appointment made through the site, or the performance or non-performance of any provider in connection with the services. In addition, all users specifically understand and agree that any third party directing users to the site by referral, link or any other means is not liable to the user for any reason whatsoever, including but not limited to damages or loss associated with the use of the services, the site or any content on the site. GuavaPass is neither an agent of nor is connected with any provider with which a user has made a reservation, other than as the providers of the services provided on the site. Without limiting anything herein, GuavaPass disclaims all warranties, whether statutory, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, related to any classes, activities, or other services offered via the site.
9.2 While we make every effort to ensure that the Site, App, Services and all Content is accurate and complete, we provide the Site, App, Services and Content on an ‘as is’, ‘as available’ basis only without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, GuavaPass, its suppliers and partners disclaims all warranties, express or implied, including, but not limited to, implied warranties of satisfactory quality, merchantability or fitness for a particular purpose, compliance with description, or the warranty of non-infringement. Without limiting the foregoing, GuavaPass does not warrant that the functions contained in or access to the Site, App, Services, Content or other content will be timely, uninterrupted or error-free or without omission, that defects will be corrected, or that the Site, App, Services, or Content are free of viruses or other harmful components, or that the download, installation or use of the App or any Content in or with any device will not affect the functionality or performance of the device. GuavaPass, its suppliers and partners does not warrant or make any representations regarding the use or the results of the use of the Content, the Services, the Site or the App in terms of their correctness, accuracy, completeness, reliability, or otherwise.
9.3 You agree that:
9.3.1 GuavaPass shall be entitled at any time, at its sole and absolute discretion and without prior notice, to add to, vary, terminate, withdraw or suspend the operation of the whole or any part or feature of the Site, App or Services without assigning any reason; and
9.3.2 access to or the operation of the Site, the App and/or the Services may from time to time be interrupted or encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors,
and in any such event, GuavaPass shall not be liable for any loss, liability or damage which may be incurred as a result.
9.4 In no event shall GuavaPass be liable to you for any damages, losses, expenses, liabilities under any causes of action (whether in contract or tort including, but not limited to negligence, or otherwise) caused through the use of, or the inability to use, the Services, the Site, the App, Content or any other website or device. In the event that GuavaPass is liable for damages despite the foregoing provision, you agree that GuavaPass’ aggregate liability to you for any and all causes of action in relation to:
9.4.2 in all other cases (including any use of the Site, App or Services), shall not exceed S$1.
9.5 In no event shall GuavaPass be liable for any indirect, special, consequential, or incidental damages that result from the Services, Site, App or Content, or your use of, or the inability to use, the Services, Site, App, Content or any other website or device, even if GuavaPass or a GuavaPass authorised representative has been advised of, or should have foreseen, the possibility of such damages.
9.6 You agree that the above exclusions and limitations of liability enable the Services and the Content to be provided by GuavaPass at either reasonable costs or no costs to you.
10 Linked Sites
10.1 GuavaPass may provide links, plug-ins, widgets or other connections to other sites ("Linked Sites") that may be of relevance and interest to users. GuavaPass has no control over, and is not responsible for the content on or obtained through the Linked Sites or for any damage you may incur from the Linked Sites (including any virus, spyware, malware, worms, errors or damaging material contained in the Linked Sites) or the availability, accuracy or reliability of any of the Linked Sites. You hereby agree to assume all risk arising from the use of the Linked Sites and hereby irrevocably waive any claim against us with respect to the Linked Sites. GuavaPass does not endorse, recommend or guarantee any of the Linked Sites, and GuavaPass expressly disclaims all liabilities and responsibilities arising in relation to any Linked Sites.
11 Security & Privacy
12 Suspension & Termination
12.1 You agree that GuavaPass has the right in its sole and absolute discretion and without notice or liability to:
12.1.1 restrict, suspend, or terminate your access to all or any part of the Site, App or Services; and/or
12.1.2 terminate, deactivate or suspend your Account, delete your Account and all related information and files in your Account,
without assigning any reason.
13 Notification of Infringement
13.1 GuavaPass reserves the right to investigate notices of copyright, trademark and other intellectual property infringement (“Infringement”) in respect of the Site, App, Services or Content (“Infringing Material”) and take appropriate action. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Site, App or Services, please notify GuavaPass in writing immediately in the form and containing the information prescribed by the Singapore Copyright Act (Cap. 63) (“Infringement Notice”).
13.2 All Infringement Notices shall be sent to GuavaPass addressed as follows:
Guava Holdings Pte Ltd
38 Beach Road
#29-11 South Beach Tower
Email address: email@example.com
Attn: GuavaPass Executive Team
13.3 GuavaPass will duly consider all Infringement Notices submitted in the above manner. In return, you agree that you shall not take any legal action or exercise any legal remedy you may have against GuavaPass in respect of any Infringing Material, unless you have first given GuavaPass the Infringement Notice and sufficient opportunity to remove the Infringing Material, and thereafter GuavaPass refuses or fails to remove the Infringing Material within a reasonable time. Where GuavaPass removes the Infringing Material in response to your Infringement Notice, you agree not to exercise and you hereby waive, any right of action against GuavaPass under applicable law which you may have in respect of any Infringing Material appearing on the Site prior to such removal by GuavaPass.
13.4 You acknowledge and agree that GuavaPass has no control and cannot undertake responsibility or liability in respect of Infringing Material appearing on or through Linked Sites or other third party sites.
14 Jurisdictional Issues
14.1 The Site, App and Services are meant for use by residents of อาบูดาบี, บาห์เรน, กรุงเทพฯ, จีน, ดูไบ, ฮ่องกง, จาการ์ตา, กัวลาลัมเปอร์, มะนิลา, มุมไบ, เชียงไฮ, และ สิงคโปร์ only. GuavaPass makes no representation that the Services and Contents of the Site or App are appropriate or available for use in your location. Those who choose to access this Site or App from any location do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
15.1 You agree to indemnify and hold GuavaPass, and its officers, agents, partners, and employees, harmless from all claims, demands, actions, proceedings, liabilities (including statutory liability and liability to third parties), penalties, and costs (including without limitation, legal costs on a full indemnity basis), awards, losses and/or expenses, due to or arising out of:
15.1.1 any use of the Site, App or any Service;
15.1.2 your connection to the Site or App;
15.1.4 your violation of any rights of another person or entity; or
15.1.5 your breach of any statutory requirement, duty or law.
17 Relationship of Parties
18.1 No waiver of any rights or remedies by GuavaPass shall be effective unless made in writing and signed by an authorised representative of GuavaPass.
19 Force Majeure
20 Governing Law & Jurisdiction
20.2 You hereby agree to submit to the non-exclusive jurisdiction of the Singapore courts.