Terms and Conditions

ACCEPTANCE

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.

 

DEFINITIONS

1. “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.
2. “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.
3. “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.
4. “Customer” means the Person to whom Aethos AG is providing the Services under this Agreement.
5. “Fees” are the charges, prices, and fees set forth in the terms on the fee schedule within the Membership Application.
6. “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).
7. “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.
8. “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)
9. “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.
10. “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.
11. “Parties” are both Aethos AG and Customer, and Aethos AG and Customer may be individually referred to as a “Party.”
12. “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.
13. “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.
14. “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.
15. “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.
16. “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

Registration is granted at the sole discretion of Aethos AG’s membership committee upon submission by the customer of the Membership Application.

In order to apply for membership, the customer must fill in all parts and submit the Membership Application in hard copy or electronically via the Aethos club website.

Aethos AG reserves the right to check the data provided by the applicant and to accept or reject, at its sole discretion, the Membership Application.

Aethos AG will communicate the approval of the Membership Application to the Customer by email, or by other means of communication to the addresses indicated by the applicant in the Membership Application.

 

PRICES AND PAYMENT METHODS

The prices for the types of membership applicable are those in force at the time the Membership Application is sent, and, in the event of subscription, this price will remain in force for the entire  current annual cycle. Any price changes will be applied only in the event of renewal, i.e. with the beginning of a new annual cycle, and will be brought to the attention of the Customer with adequate notice before entering into force, through communication on the Aethos club website, through email and/or other methods that Aethos AG deems appropriate.

Unless otherwise specifically agreed, the price for the membership will be charged to the received credit card details given by the Customer in their conducted Membership Application process. This will be in the form of quarterly or annual payments, dependent on the selection of the applicant, during their Membership Application process.

By submitting the Membership Application, the applicant accepts this Agreement, and all other terms and conditions of use of the club’s services and must specify the payment method chosen, authorising Aethos AG to obtain payment. Aethos AG will directly charge the Customer in case of approval of their Membership Application.

If payment cannot be taken, from the given credit card, for the selected membership, Aethos AG reserves the right to revoke the approval of the Membership Application as soon as payment is overdue. This agreement and the membership shall be considered finalized upon successful payment of the membership Fees, being understood that the notice of approval of the Membership Application does not constitute acceptance of this Agreement by Aethos AG and does not grant to the applicant any rights until the payment has been made.

 

RIGHTS, OBLIGATIONS AND WARRANTIES OF Aethos AG

Generally. Aethos AG agrees to provide the Services to 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 it nor any of its employees, agents, officers, 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;
• it 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;
• that 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; and
• it 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 at all times during the term of this Agreement that:

• neither it nor any of its employees, agents, officers, directors will disclose, share, or make commercial use of any of Aethos AG’ Confidential Information during the term of confidentiality as defined above;
• neither it nor any of its employees, officers, or directors will use any Software made available hereunder for any illegal, unauthorized, or unethical purpose;
• neither it 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; and
• Trade Secrets and Nondisclosure. Customer acknowledges and agrees that the Services provided hereunder will give Customer access to Aethos AG valuable trade secrets and Confidential Information. Customer agrees that it will not sell, transfer, publish, display, or disclose the Services or Software, or otherwise make the Services or Software available 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 agrees to provide complete and accurate information about Customer’s use, access and security measures in response to any inquiry made by Aethos AG for purposes of ensuring that use restrictions, trade secret, and nondisclosure and confidentiality covenants are being properly observed.
• 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 (i) provide the Services, (ii) describe and display the Membership Application[1], and (iii) publicly announce the relationship between Customer and Aethos AG, provided that such use of the Customer’s mark(s) is in accordance with Customer’s trademark and logo use guidelines. Upon termination of this Agreement, the foregoing license shall automatically terminate. Customer further agrees to make itself available from time to time to which Aethos AG can refer potential customers that may be interested in subscribing to Aethos AG’ 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 which Aethos AG may undertake from time to time, service malfunctions and causes beyond the reasonable control of Aethos AG or which are not reasonably foreseeable by Aethos AG, including, without limitation, interruption or failure of telecommunication or digital transmission links, including delays or failures due to Customer’s hardware, Internet service provider, hostile network attacks, network congestion or other failures.

 

MUTUAL AGREEMENTS AND WARRANTIES.

Ownership. As between Aethos AG and Customer, Customer’s Confidential Information shall be owned by Customer (Limited Trademark License), and Aethos AG’ Confidential Information shall be owned by Aethos AG. Aethos AG owns all right, title, and interest in and to all Intellectual Property Rights arising out of all Software, layouts, specifications, data visualizations, screens, report designs, images, designs, videos, all other visual and technical arrangements displayed on or in connection with any Application, Software or Services and all Work Product, together with all improvements or bug fixes thereto, whether improvements were conceived by Aethos AG or conceived, suggested by, or commissioned by Customer or others. For the avoidance of doubt, no Services provided hereunder shall be deemed to be “work for hire” services and nothing herein shall be construed so as to vest any rights or ownership in Customer to any Application, Software or Services made available to Customer hereunder. All data gathered for any Customer data query shall be co-owned by the Parties.

All experiences, content, downloads, digital items, etc. (“ITEMS”) are provided to you ‘as is,’ without warranty of any kind, either express or implied. Neither Aethos AG nor its employees, agents, third-party information providers, merchants, licensors or the like warrant that the ITEMS or its operation will be accurate, reliable, uninterrupted or error-free. No agent or representative has the authority to create any warranty regarding the ITEMS on behalf of Aethos AG. Aethos AG reserves the right to change or discontinue at any time any aspect or feature of the ITEMS.

Mutual Representations and Warranties. Each Party hereby represents, warrants and covenants to the other at all times during the term of this Agreement that the execution, delivery, and performance of this Agreement by such Party:

• has been duly authorized by all necessary corporate action or approval on the part of such Party;
• does not conflict with, or otherwise violate the articles of incorporation, articles of organization, bylaws, or operating agreement of such Party;
• does not violate the terms of, and shall not (with or without the giving of notice, the lapse of time, or both) result in a breach of, constitute a default under or otherwise give rise to a right of termination by any other party to any material agreement by which such Party is bound;
• does not violate any Laws of any Governmental Authority having jurisdiction over such Party; and
• constitutes the valid and legally binding obligation of such Party enforceable in accordance with its terms.

 

WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY, LIABILITY FOR DAMAGES, INDEMNIFICATION.

 Warranty; Disclaimer of Warranties. Except for the warranties set forth in this Agreement, THE SERVICES ARE PROVIDED ‘AS IS’ WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS OF DATA TRANSMISSION, ACCURACY OF DATA OR DATA SETS, OR UPTIME AVAILABILITY. AETHOS AG DOES NOT WARRANT THAT THE SOFTWARE OR THE SERVICES WILL BE FREE FROM ALL BUGS, ERRORS, OR OMISSIONS. AETHOS AG SPECIFICALLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OF ANY THIRD-PARTY DATA, AND CUSTOMER ACKNOWLEDGES THAT SUCH THIRD-PARTY DATA IS OUTSIDE OF AETHOS AG’ CONTROL. We DO NOT WARRANT THAT THE SERVICES WILL ACCOMPLISH ANY SPECIFIC OBJECTIVE OF CUSTOMER OR WILL OPERATE ERROR FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THEEXPRESS WARRANTIES OF THIS AGREEMENT. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH HEREIN FAIL THEIR ESSENTIAL PURPOSE. CUSTOMER FURTHER AGREES THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, CUSTOMER WILL NOT HOLD AETHOS AG LIABLE FOR ANY FAILURE OF THE SOFTWARE OR SERVICES. CUSTOMER AGREES THAT IT WILL NOT HOLD AETHOS AG LIABLE FOR ANY THIRD-PARTY INFORMATION EVEN IF SUCH INFORMATION IS DISPLAYED ON, THROUGH, OR IN CONNECTION WITH THE SERVICES OR SOFTWARE. CUSTOMER AGREES THAT AETHOS AG SHALL NOT BE RESPONSIBLE TO CUSTOMER FOR ANY DAMAGES CAUSED BY DATA PROVIDED BY THIRD PARTIES, DELAYS RESULTING FROM HARDWARE AND SYSTEMS OWNED AND CONTROLLED BY THIRD PARTIES (INCLUDING WITHOUT LIMITATION THE CUSTOMER’S OWN DATA TRANSMISSION SPEEDS), DATA ENTRY ERRORS, USER ERRORS, OR ANY OTHER LIMITATIONS, ERRORS, OR DELAYS, THAT ARISE DURING THE TERM OF THIS AGREEMENT THAT 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.

For the avoidance of doubt:

• 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 (WHETHER CONTRACTUAL OR NON-CONTRACTUAL, WHETHER ACTUAL OR CONTINGENT AND WHETHER KNOWN OR NOT KNOWN) AND RELEASES AETHOS AG AS WELL AS THEIR DIRECTORS, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES AND AUXILIARIES FROM ALL LIABILITY IN RESPECT OF SUCH CLAIMS AS A RESULT OF OR RELATING TO THE CUSTOMER’S ATTENDANCE AT OR PARTICIPATION IN THE AETHOS CLUB MILAN AND ITS ORGANISED EVENTS, ACTIVITIES AND EXPERIENCES.
• Theft. AETHOS AG ACCEPTS NO LIABILITY IN THE EVENT OF THEFT OF ITEMS BROUGHT ALONG 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 REIMBURSE AETHOS AG IN FULL FOR THE CORRESPONDING REPAIR AND/OR REPLACEMENT COSTS.

 

Aethos AG Indemnification. Aethos AG shall defend or settle any claim, suit, or action against Customer based on an allegation that the Services or Software infringes 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 so that they are non-infringing, (iii) procure a replacement product that has substantially the same functionality, or (iv) if none of the above options is reasonably available, terminate the term of this Agreement and Customer’s right to use the Services or Software hereunder. Notwithstanding the foregoing, Aethos AG’ indemnification obligation shall not apply unless Customer delivers to Aethos AG written notice of a claim or threatened claim promptly after Customer has notice or knowledge of such claim or threat and Aethos AG is given the opportunity to control the defense of such action. Additionally, Aethos AG’ indemnification obligation shall not apply if the Services or Software involved have been altered in any way by 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 CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM, SUIT, OR ACTION ALLEGING INFRINGEMENT OF ANY THIRD-PARTY PATENT OR COPYRIGHT.

 

ILLEGAL SUBSTANCES.

Aethos AG condemns the use of any illegal substances in the Aethos Milan club. If the Customer is associated with the use of illegal substances, the Customer’s membership will be immediately revoked and the Customer will be prohibited from entering the Aethos Club Milan spaces. For the avoidance of doubt, a claim for repayment of the membership Fees paid by the Customer is excluded and the remaining (part of the) annual Fees remain due despite the withdrawal of the membership.

 

TERMINATION.

Term. The term of this Agreement will commence on the effective date the Membership Application was approved and successful payment was taken from the customer, and will continue on an annual basis until terminated by either Party upon written notice to the other.

 Aethos AG has the right to terminate the membership with the Customer at any time. Subject to termination for cause, the Fees are only due pro rata in relation to the time of the Customer’s membership. In the event of termination for cause by Aethos AG, a claim for repayment of the membership Fees paid by the Customer is excluded and any outstanding annual Fees for the current annual cycle remain due.

The Customer, once submitted the Membership Application, dedicates to an annual subscription , that can either be paid in a quarter or annual; instalment and which is renewed annually for the duration of another year unless terminated by the Customer before the beginning of a new annual cycle. This means if the Customer cancels the membership during an annual cycle, such termination will be effective as of the end of the current annual cycle and the remaining (part of the) annual Fees of the current annual cycle remain due by the Customer.

Bankruptcy; Insolvency. If either Party becomes or is declared insolvent or bankrupt, admits in writing of its inability to pay its debts generally as they become due, is the subject of any proceedings relating to its liquidation or insolvency or for the appointment of a receiver for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, then the other Party may, by giving written notice thereof to such Party, terminate the term of this Agreement as of a date specified in such notice of termination and the annual Fees will only be due pro rata in relation to the time of the Customer’s membership.

Effect of Termination. Upon termination of the term of this Agreement, (i) any rights or licenses granted to Customer under this Agreement shall be immediately terminated without further notice or action by Aethos AG, and (ii) each Party will return to the other Party within five (5) business days after receipt of the termination notice all Confidential Information of the other Party and all copies thereof or, at the option of the owner of the Confidential Information, will destroy the Confidential Information and provide to the other Party certificates evidencing the destruction.

 

GENERAL PROVISIONS.

Notice. Any notice required or permitted to be given hereunder shall be in writing and be delivered by registered mail or hand delivery, and 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. Each Party is an independent contractor and 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. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership or agency relationship between the Parties.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between Aethos AG and Customer with respect to the subject matter hereof, and replaces, amends and supersedes any prior agreements or oral discussions or negotiations between Aethos AG and Customer pertaining to the subject matter hereof. No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by both Parties.

Governing Law. This Agreement will be governed and construed under the laws of the laws of Switzerland.

Waiver/Severability. 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 hereunder. Should any part or provision of this Agreement be held to be invalid by any competent court, governmental or administrative authority having jurisdiction, the other provisions of this Agreement shall nonetheless remain valid. In this case, the Parties shall endeavour to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and shall execute all agreements and documents required in this connection. The same shall apply if and to the extent that this Agreement is found to contain any gaps or omissions.

Force Majeure. Except for the payments due by a Party to the other and the Confidentiality and Intellectual Property provisions herein, if the performance of any part of this Agreement is prevented, hindered, delayed or otherwise made impracticable by reason of any cause or event not within the reasonable control of such Party and without its fault or negligence, that Party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

Assignment and Transfer; Delegation. Customer may not assign, without the prior written consent of Aethos AG, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part. Upon written notice to Customer, Aethos AG may delegate any portion of its duties or obligations under this Agreement to any third party that it deems, in its sole discretion, qualified to perform such duties and obligations.

Counterparts. 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.