Timeline

Unless delays arise beyond Gym Core’s control, Gym Core shall complete the initial design of the Merchant’s website and/or mobile application (as applicable, the “Website”) within 7 business days after the Effective Date. The Merchant must approve the Website or request changes within 14 business days. If the Merchant does not respond within that timeframe, the Website shall be deemed approved, and Gym Core shall have no liability for taking it live online. However, Gym Core will still accommodate reasonable modifications afterward. Any requested changes must be completed within 25 business days of receipt, after which the Website will be published.

Gym Core reserves the right to decline requests for changes beyond this timeline. Additionally, Gym Core is not responsible for delays caused by the Merchant or other external factors. If the Website is not live within 21 days due to circumstances beyond Gym Core’s control, the Merchant authorizes Gym Core to charge the full contract amount and begin billing.

Terms and Conditions

These Terms and Conditions are attached to and form part of the Agreement for Marketing Services (the “Agreement”) effective as of the date the Agreement is signed by the Merchant (the “Effective Date”). The Merchant refers to the entity identified in the Agreement, and Gym Core operates as part of Vivache Payments, LLC (VIV), located at 10999 Stahl Road, Newburgh, Indiana 47630. Both parties may be referred to as a “Party” or, collectively, as the “Parties.”

1.1 Term

• Social Media Posting & Blogging Services – The initial term is six (6) months, automatically renewing for additional six-month periods unless either party provides a 30-day written notice of non-renewal before the end of the current term.
• Website & Mobile App Design / Core Local Listing Services – These services commence on the Effective Date and continue for one (1) year, automatically renewing unless a 30-day written notice of non-renewal is provided before the renewal period.

Gym Core reserves the right to:

1. Modify pricing or service terms with 30 days' notice.
2. Terminate the Agreement immediately if the Merchant violates any terms, engages in fraud, misconduct, or illegal activity.

1.2 Early Termination Fee

If the Merchant cancels before the end of the agreed term, the full remaining balance of the contract will be due immediately.

2.1 Social Media Posting

Gym Core’s social media services cover up to one post per business day on two platforms (Facebook, Twitter, or Google Business Profile).

• The Merchant must maintain active accounts and provide login credentials.
• All content created by Gym Core remains Gym Core’s property, and upon termination, Gym Core has the right to remove all posts.

2.2 Blogging Services

• Gym Core owns all blog content created for the Merchant and grants a non-exclusive, royalty-free license for its use.
• The Merchant must maintain a WordPress-based website or a CMS approved by Gym Core for blogging services.

2.3 Website & Mobile App Design

A. Timeline

• The initial website design is completed within 7 business days.
• The Merchant must approve or request modifications within 14 business days, or the website is deemed approved.
• Requested changes will be completed within 25 business days, after which the site goes live.
• If the website is not live within 60 days, Gym Core will charge the Merchant either $500 or $95 per hour for additional work.

B. Content Responsibility

• The Merchant must provide all content and ensure compliance with copyright laws.
• Gym Core is not responsible for incorrect or infringing content submitted by the Merchant.

C. Domain Transfers & Hosting

• The Merchant bears all domain transfer costs.
• Gym Core is not responsible for downtime due to third-party hosting issues.

2.4 Text Marketing & Rewards Services

Text messaging services are subject to Alyrt Text Marketing’s Terms and Conditions, found at http://login.alyrt.co/terms_of_use.asp.

2.5 Core Local Listings

Gym Core manages business listings across multiple directories but does not guarantee acceptance by third-party publishers.

• Merchant Content is subject to third-party platform guidelines and may be modified or rejected.
• Gym Core does not control third-party listing approvals and is not liable for removals or changes made by these platforms.

3.1 Terms for Paid Advertising

• Ad Spend Allocation – Merchant agrees to a monthly budget for paid advertising managed by Gym Core.
• Unused Ad Spend – Any unused funds roll over into the following month.
• Budget Adjustments – The Merchant may adjust the budget with 30 days' notice.
• Cancellation – A 30-day written notice is required to cancel ad spend services.

4.1 Representations and Warranties

Each Party represents that this Agreement is legally binding. Gym Core disclaims all implied warranties, including merchantability and fitness for a particular purpose.

5.1 Payments

• The Merchant must make upfront payments upon signing the Agreement.
• Monthly payments are automatically charged as outlined in the Agreement.
• A $25 fee applies for failed transactions.
• 18% annual interest applies to overdue balances.

6.1 Termination of Analytics & Software Subscriptions

Upon service termination, Gym Core will remove access to analytics tools, and all data may be permanently deleted.

7.1 Indemnity

The Merchant agrees to defend, indemnify, and hold Gym Core harmless from claims related to:

• Breach of contract, unpaid fees, or content violations.
• Negligence, fraud, or legal claims arising from the Merchant’s actions.

8.1 Privacy Statement

Gym Core collects necessary business information but does not share personal data with unauthorized third parties.

• Data may be disclosed if legally required by law enforcement or court orders.
• Gym Core employs industry-standard security, but cannot guarantee absolute protection against breaches.

9.1 Marketing

Gym Core may reference the Merchant as a client and use their Website/Social Media Accounts in marketing materials.

10.1 Limitation of Liability

Gym Core’s total liability is limited to the amount paid by the Merchant in the last 12 months.

11.1 Waiver of Jury Trial

Both Parties waive their right to a jury trial for disputes related to this Agreement.

12.1 Attorney Fees

If Gym Core is the prevailing party in legal proceedings, the Merchant must pay legal fees and costs.

13.1 Governing Law & Venue

This Agreement is governed by Indiana law, and disputes shall be resolved in Evansville, Indiana courts.

14.1 Agreement Signature

By signing, the Merchant agrees to all Terms & Conditions and authorizes Gym Core to charge payments accordingly.

15.1 ADA Compliance

If the Merchant declines accessibility services, they are solely responsible for ADA compliance on their digital platforms.