Terms and Conditions
By using or installing any part of this Application, you expressly agree to, and consent to be bound by, all of the terms of this Agreement (as defined below). Please review this Agreement carefully before installation and/or acceptance.
“Agreement” is this master services agreement and any other documents that are incorporated herein by reference, as may be amended by the Parties in accordance with the requirements herein.
“Application” means the self-contained form and software provided by Aethos AG, which offers access to Aethos AG’ Services and its Users who use the Application, to be used on mobile devices, Web Site and any upgrades from time to time and any other software or documentation which enables the use of the Application. Aethos AG may elect to update the Application at any time. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Application. You agree that Aethos AG may automatically deliver such updates to you as part of the Services and you shall receive and install them as required.
“Confidential Information” means all information that is disclosed by one Party to the other under this Agreement, including the terms of this Agreement, data, tools or methodologies, business information, trade secrets, or any other information whether designated by a Party as confidential or not, excluding information that: (i) is or becomes publicly known, through no fault of the receiving Party; (ii) was known by the receiving Party prior to disclosure hereunder; (iii) is disclosed to the receiving Party by a third party with no violation of confidentiality to the disclosing Party; or (iv) is developed by the receiving Party independent of any use of information disclosed by the disclosing Party. Confidential Information shall remain such for an indefinite period of time even after the termination of the Agreement.
“Customer” means the Person to whom Aethos AG is providing the Services under this Agreement.
“Fees” are the charges, prices, and fees set forth in the terms on the fee schedule within the Membership Application.
“Fee Schedule”:is the predetermined and agreed-upon set of fees for the Services provided by Aethos AG, structured over a 12-month period and subject to a chosen billing cycle by the member (e.g. quarterly or annually).
“Membership Application”:Refers to the process by which an individual or entity applies for something, such as membership or approval to become an active Customer of Aethos AG. This process involves filling out the application form that includes questions and information required for consideration, as well as a payment form for those accepted to provide billing information to activate their membership and obtain access to respective spaces and resources.
“Aethos Club Milan”: Is the respective space to be used by Customers accepted as members, the membership space is part of the entityTHE YARD SRL(Piazza Ventiquattro Maggio, 8, 20123 Milano). This site includes: Gym, Members Terrace, ZAIA, Entry area (Lobby, Pizza / Cafe place)
“Illicit Code” means any program containing malicious or detrimental hidden files, any virus, malware or any other malicious computer program, any hardware-limiting, software-limiting or services-limiting function not part of standard configuration (including any key, node lock, time-out or other similar functions) or containing any automatically replicating, transmitting or activating computer program that is not planned or expected by one of the parties hereto.
“Law” means with respect to any Party, in each case to the extent applicable to such Party, its property, any of the Services or, in connection with this Agreement, any federal, state, county or local law, ordinance, statute, rule, regulation, regulatory guidance, code, guideline, policy, notice, treaty, judgment, order, decree, injunction, permit, issuance or other determination or finding of any Governmental Authority, or self-regulatory organization.
“Parties” are both Aethos AG and Customer, and Aethos AG and Customer may be individually referred to as a “Party.”
“Person” means a natural person, sole proprietorship, partnership, firm, corporation, limited liability company, joint stock company, business trust or other entity or association, including any Governmental Authority, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative.
“Services” means the provision of access to Aethos AG’ Software, benefits provided by aethos AG, acces to aethos Club Milan and the Membership Application to Customer and the other services described within this Agreement.
“Software” is the source code and object code versions of any programs, operating system software, computer software languages, utilities and other computer programs (i.e., any set of statements or instructions to be used in a computer to obtain a result), and related documentation and supporting materials, in any form or media, used to provide the Services, including the tangible media upon which the programs, operating system software, computer software languages, utilities and other computer programs, and documentation and supporting materials are recorded or printed, together with all corrections, improvements, updates and releases.
“Taxes” are all tax liabilities, including any value-added, country or local sales, use or similar taxes assessed by any taxing authority, and any telecommunications excise taxes.
“Work Product” is all information, data, deliverables, materials, documents, documentation, works of authorship, computer programs, software, designs, specifications, processes, procedures, techniques, and all tangible embodiments of the foregoing and all Intellectual Property Rights created, developed or prepared, documented or delivered by Aethos AG, in providing the Services.
TYPE OF MEMBERSHIP
Aethos Junior Membership: entitles u. 30 year old members to access and attend the dedicated club spaces, as well as the public spaces of Aethos Club Milan; and all members-only events.
Aethos Membership: entitles the Member to access and attend the dedicated club spaces, as well as the public spaces of Aethos Club Milan; and all members-only events.
Aethos Founding Membership: reserved for a limited number of customers on an invitation-only basis, includes all of the above benefits, including additional benefits
MEMBERSHIP APPLICATION PROCESS
To become a member, applicants are required to complete the Membership Application form provided by Aethos AG. The application can be submitted either in hard copy or electronically through the Aethos club website.
The decision to approve or reject the Membership Application rests solely with Aethos AG’s membership committee. They reserve the right to review the information provided by the applicant and make a determination based on their discretion.
Once the Membership Application has been processed, Aethos AG will notify the customer of the approval via email or other communication methods specified in the application.
Please note that the final decision regarding membership approval lies with Aethos AG, and all applications are subject to their review process.
PRICES AND PAYMENT METHODS
The prices for the different membership types are determined at the time the Membership Application is submitted. For the current annual cycle, the price will remain unchanged if a subscription is made. Any changes in prices will only be applied during renewal, which marks the beginning of a new annual cycle. The Customer will be notified of any price adjustments well in advance through communication on the Aethos club website, email, or other suitable methods as determined by Aethos AG.
Unless otherwise agreed upon, the membership price will be charged to the Customer’s provided credit card details during the Membership Application process. Depending on the applicant’s selection, the payment will be processed monthly, quarterly, or annually.
Upon submitting the Membership Application, the applicant acknowledges and accepts this Agreement, along with all other terms and conditions of using the club’s services. The applicant must specify their chosen payment method, granting Aethos AG authorization to process the payment. If the Membership Application is approved, Aethos AG will directly charge the Customer.
In the event that payment cannot be processed using the provided credit card for the selected membership, Aethos AG reserves the right to revoke the approval of the Membership Application once the payment becomes overdue. The completion of this agreement and activation of the membership will be considered finalized only upon successful payment of the membership fees. It is important to note that the notice of approval of the Membership Application does not equate to acceptance of this Agreement by Aethos AG or grant the applicant any rights until payment has been made.
RIGHTS, OBLIGATIONS, AND WARRANTIES OF AETHOS AG
General Agreement: Aethos AG agrees to provide the Services to the Customer in a good and workmanlike manner throughout the term of this Agreement. The Services may include access and use of the Aethos Club Milan’ spaces, certain hosted solutions, support, deliverables, and other items described in this Agreement.
Aethos AG Representations and Warranties: Aethos AG represents and warrants to Customer at all times during the term of this Agreement that:
Neither Aethos AG nor any of its employees, agents, officers, or directors will disclose or share any of Customer’s Confidential Information (except for the Limited Trademark License) during the term of confidentiality as defined above.
Aethos AG owns or has the right to use under valid and enforceable agreements all Intellectual Property Rights reasonably necessary for and related to the performance of the Services, including its delivery or other provision of any Software to Customer.
The Services will be provided in good faith and in a professional manner.
No Illicit Code has been or will be introduced into any Software.
Aethos AG will provide the Services in compliance with all Laws.
Support and Maintenance; Additional Services: Aethos AG agrees to provide reasonable updates, improvements, modifications, or enhancements to the Services as determined by Aethos AG in its sole discretion during the term of this Agreement. Updates and feature requests that Aethos AG does not determine to fall within the scope of the ordinary maintenance of the Services may be completed as a custom project for Customer, at Customer’s cost, agreed upon by the Parties. Aethos AG personnel will promptly respond to Software or Aethos AG Application issues reported by Customers.
RIGHTS, OBLIGATIONS, AND WARRANTIES OF CUSTOMER
Customer Representations and Warranties: Customer hereby represents, warrants, and covenants to Aethos AG that:
Neither Customer nor any of its employees, agents, officers, or directors will disclose, share, or make commercial use of any of Aethos AG’s Confidential Information during the term of confidentiality as defined above.
Neither Customer nor any of its employees, officers, or directors will use any Software made available hereunder for any illegal, unauthorized, or unethical purpose.
Neither Customer nor any of its employees, officers, or directors will reverse engineer, decompile, disassemble, or access the computer code of any Software made available hereunder, nor will any of such persons create or attempt to create any derivative works of the Software.
Customer acknowledges and agrees that the Services provided hereunder will grant access to Aethos AG’s valuable trade secrets and Confidential Information. Customer agrees not to sell, transfer, publish, display, or disclose the Services or Software to any person not expressly authorized to access such materials under this Agreement. Customer further agrees to take reasonable measures to prevent its employees and agents from allowing access to the Services or Software to any person or entity in violation of the foregoing. Customer also agrees to provide complete and accurate information about its use, access, and security measures in response to any inquiry made by Aethos AG to ensure compliance with use restrictions, trade secret and nondisclosure, and confidentiality covenants.
Limited Trademark License; Referral Customer: Customer grants Aethos AG a limited, non-exclusive, revocable license to use Customer’s name and logo solely in oral and written marketing materials to:
Provide the Services.
Describe and display the Membership Application.
Publicly announce the relationship between Customer and Aethos AG, provided that such use of the Customer’s mark(s) complies with Customer’s trademark and logo use guidelines. Upon termination of this Agreement, the license shall automatically terminate. Customer further agrees to make itself available from time to time as a referral for potential customers interested in subscribing to Aethos AG’s Services.
Disruption of Services: Customer acknowledges and agrees that from time to time, the Services and Application may be inaccessible or inoperable due to equipment malfunctions, periodic maintenance procedures, repairs or upgrades undertaken by Aethos AG, service malfunctions beyond the reasonable control of Aethos AG, or causes not reasonably foreseeable by Aethos AG. This includes interruption or failure of telecommunication or digital transmission links, delays or failures due to Customer’s hardware, Internet service provider, hostile network attacks, network congestion, or other failures.
MUTUAL AGREEMENTS AND WARRANTIES
Customer’s Confidential Information is owned by the Customer and limited trademark license is granted to Aethos AG.
Aethos AG’s Confidential Information is owned by Aethos AG.
Aethos AG owns all Intellectual Property Rights related to Software, layouts, specifications, data visualizations, screens, report designs, images, designs, videos, and other visual and technical arrangements associated with any Application, Software or Services, including all improvements or bug fixes.
No Services provided hereunder will be considered as “work for hire” services and Customer does not gain any ownership rights to any Application, Software or Services provided.
Data gathered for any Customer data query will be co-owned by both parties.
All experiences, content, downloads, digital items, etc. (referred to as “ITEMS”) are provided “as is,” without any warranty, express or implied.
Neither Aethos AG nor its employees, agents, third-party information providers, merchants, licensors, or others warrant that the ITEMS or its operation will be accurate, reliable, uninterrupted, or error-free.
Aethos AG reserves the right to change or discontinue any aspect or feature of the ITEMS at any time.
Mutual Representations and Warranties
Each Party represents, warrants, and covenants to the other Party that:
The execution, delivery, and performance of this Agreement have been duly authorized by the necessary corporate action or approval.
It does not conflict with or violate the articles of incorporation, articles of organization, bylaws, or operating agreement.
It does not violate the terms of any material agreement and will not result in a breach, default, or termination by any other party.
It does not violate any Laws of any Governmental Authority having jurisdiction.
It constitutes a valid and legally binding obligation enforceable in accordance with its terms.
WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY, LIABILITY FOR DAMAGES, INDEMNIFICATION.
Warranty; Disclaimer of Warranties: The Services provided by Aethos AG are offered “as is” without any warranties, whether express or implied. Aethos AG does not guarantee the performance, merchantability, fitness for a particular purpose, timeliness of data transmission, accuracy of data or data sets, or uptime availability of the Services. Aethos AG does not warrant that the software or the services will be free from bugs, errors, or omissions. Aethos AG specifically disclaims any warranty regarding the accuracy of any third-party data, acknowledging that such data is beyond its control. The Services cannot be guaranteed to achieve any specific customer objective or operate error-free. Customer acknowledges and agrees that it has relied solely on the express warranties stated in this Agreement. This disclaimer and exclusion apply even if the express warranties fail their essential purpose. Customer further agrees not to hold Aethos AG liable for any failure of the software or services, or for any third-party information displayed on, through, or in connection with the services or software. Aethos AG shall not be responsible for any damages caused by data provided by third parties, delays resulting from hardware and systems owned and controlled by third parties, data entry errors, user errors, or any other limitations, errors, or delays that arise during the term of this Agreement and cannot be prevented or mitigated by Aethos AG.
Limitation of Liability: Aethos AG excludes any liability towards the customer and any third parties to the extent permitted by law.
Waiver and Release: The customer hereby irrevocably and unconditionally waives, to the maximum extent permitted by law, any and all existing and future claims of any nature whatsoever that the customer has or may have, and releases Aethos AG, as well as their directors, officers, agents, representatives, employees, and auxiliaries from all liability in respect of such claims resulting from or relating to the customer’s attendance at or participation in the Aethos Club Milan and its organized events, activities, and experiences.
Theft: Aethos AG accepts no liability in the event of theft of items brought by the customer.
Liability for Damages: The customer is liable for any damage caused by the customer to Aethos AG’s property, as well as for the loss of rented items, and must fully reimburse Aethos AG for the corresponding repair and/or replacement costs.
Aethos AG Indemnification: Aethos AG shall defend or settle any claim, suit, or action against the customer based on an allegation that the Services or Software infringe any third party’s patent or copyright. In defending or settling any infringement claim, Aethos AG may, at its sole option and expense, (i) procure the right to continue offering the Services or Software, (ii) modify the Services or Software to make them non-infringing, (iii) procure a replacement product with substantially the same functionality, or (iv) terminate the term of this Agreement and the customer’s right to use the Services or Software if none of the above options are reasonably available. Aethos AG’s indemnification obligation does not apply unless the customer promptly delivers written notice of a claim or threatened claim and gives Aethos AG the opportunity to control the defense of such action. Additionally, Aethos AG’s indemnification obligation does not apply if the Services or Software involved have been altered in any way by the customer or others, and such infringement or claimed infringement would not have been alleged but for the alteration. This section states Aethos AG’s entire liability and the customer’s exclusive remedy with respect to any claim, suit, or action alleging infringement of any third-party patent or copyright.
Aethos AG strictly prohibits the use of any illegal substances within the premises of Aethos Milan club. In the event that a Customer is found to be associated with the use of illegal substances, their membership will be promptly revoked, and they will be prohibited from entering any Aethos Club Milan spaces. It is important to note that no refunds will be issued for membership fees already paid, and any remaining annual fees will still be due even after the membership is withdrawn.
Term: This Agreement will be in effect from the date of approval of the Membership Application and successful payment by the customer and will continue annually unless terminated by either party.
Aethos AG has the right to terminate the customer’s membership at any time. If terminated for cause, fees will only be due proportionally to the duration of the customer’s membership. In the event of termination for cause by Aethos AG, the customer will not be entitled to a refund of the membership fees paid, and any outstanding fees for the current annual cycle will still be owed.
Once the Membership Application is submitted, the customer commits to an annual subscription, which can be paid monthly quarterly or annually. The subscription will automatically renew each year unless the customer terminates it prior to the start of a new annual cycle. If the customer cancels the membership during an annual cycle, the termination will take effect at the end of the current annual cycle, and the remaining fees for that cycle will still be owed by the customer.
Bankruptcy; Insolvency: If either party becomes insolvent or bankrupt, admits inability to pay debts, or is subject to proceedings related to liquidation or insolvency, the other party may terminate the Agreement by providing written notice. In such cases, fees will only be due proportionally to the customer’s membership duration.
Effect of Termination: Upon termination, all rights and licenses granted to the customer under this Agreement will be immediately terminated. Both parties will return or destroy any Confidential Information within five business days after receiving the termination notice.
Notice: Communication made easy. Any notice required or permitted to be given hereunder shall be in writing and delivered by registered mail or hand delivery. It will be deemed to have been delivered upon receipt or on the second business day following the date the notice is sent if it is not accepted by the addressee.
Independent Contractors: Individual strength, collective growth. Each Party is an independent contractor. The Parties shall not have the authority to bind, represent, or commit the other to any agreement or contract without the express written permission of the other, in advance. This Agreement does not create a joint venture, partnership, or agency relationship between the Parties.
Entire Agreement; Amendment: A complete understanding. This Agreement constitutes the entire agreement between Aethos AG and Customer with respect to the subject matter hereof. It replaces, amends, and supersedes any prior agreements, oral discussions, or negotiations between Aethos AG and Customer pertaining to the subject matter hereof. No amendment, change, waiver, or discharge shall be valid unless in writing and signed by both Parties.
Governing Law: Clarity through jurisdiction. This Agreement will be governed and construed under the laws of Switzerland.
Waiver/Severability: Flexibility and continuity. The waiver or failure of either Party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right. If any part or provision of this Agreement is held to be invalid, the other provisions of this Agreement shall nonetheless remain valid. In such cases, the Parties shall negotiate a substitute provision that best reflects their economic intentions without being unenforceable.
Force Majeure: Beyond our control. Except for payment obligations and Confidentiality and Intellectual Property provisions, if the performance of any part of this Agreement is prevented, hindered, delayed, or otherwise made impracticable by reasons beyond the reasonable control of a Party and without its fault or negligence, that Party shall be excused from such performance to the extent affected.
Assignment and Transfer; Delegation: Collaboration for success. Customer may not assign its rights, duties, or obligations under this Agreement without the prior written consent of Aethos AG. Aethos AG, upon written notice to Customer, may delegate any portion of its duties or obligations to a qualified third party.
Counterparts: One agreement, multiple signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument.