These Terms of Use (this “Agreement”) govern the use of the online portal (including any and all ancillary services, software, and documentation, collectively, the “Web Application”) provided by The Courts at Cypress Waters (“COMPANY” or “The Courts at Cypress Waters”). This Agreement is a binding agreement between (i) COMPANY, (ii) you, the individual end user of the Web Application (“Customer User”), and (iii) each owner and/or operator of a club, gym, or other entity that has been authorized by COMPANY to provide services to the Customer User with respect to the Web Application (“Customer”). The Web Application is licensed, not sold, to Customer and each Customer User. BY DOWNLOADING, INSTALLING, USING, OR ACCESSING THE WEB APPLICATION, EACH CUSTOMER AND EACH CUSTOMER USER (A) ACKNOWLEDGES THAT SUCH CUSTOMER OR CUSTOMER USER HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS THAT CUSTOMER AND/OR SUCH CUSTOMER USER ARE OF LEGAL AGE AND CAPACITY OR HAVE REQUISITE LEGAL AUTHORITY, AS APPLICABLE, TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CUSTOMER OR CUSTOMER USER IS LEGALLY BOUND BY ITS TERMS. IF CUSTOMER OR CUSTOMER USER DOES NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, USE, OR ACCESS THE WEB APPLICATION AND DELETE IT FROM CUSTOMER USER'S DEVICE.

OTHER APPLICABLE TERMS AND CONDITIONS.

Customer User understands that Customer has been authorized by COMPANY to provide services to Customer User in the Web Application and Customer has a separate agreement with COMPANY that also governs Customer User's use of the Web Application (the “Subscription Agreement”). In the event of a conflict between this Agreement and the Subscription Agreement, the Subscription Agreement shall control. Customer User acknowledges that Customer User is only being provided access to the Web Application at the request of Customer pursuant to the terms and conditions of the Subscription Agreement.

REGISTRATION; ACCOUNTS.

To access and use certain features, functions, and services in the Web Application, Customer User must have an account (a “Customer User Account”). In consideration of Customer User's access to, and use of, the features, functions, and services in the Web Application, Customer User agrees to (a) provide accurate, current, and complete information about Customer User as may be prompted by any registration forms in the Web Application or otherwise requested by COMPANY or Customer (“Registration Data”); (b) maintain the security of Customer User's user identification and password (collectively, “Customer User's Login Information”); (c) maintain and promptly update the Registration Data, and any other information Customer User provides to COMPANY or Customer; and (d) be fully responsible for all use of Customer User's Account and for any actions that take place using Customer User's Login Information. (e) By accessing and selecting a club as your preferred choice, you are opting in to receive automatic emails.

UPDATES AND CHANGES TO THIS AGREEMENT.

COMPANY may update or amend this Agreement from time to time and at any time to incorporate additional or different rules, policies, procedures, and other instructions concerning access to and use of the Web Application or additional features, materials, products, opportunities, or services that COMPANY may make available on or through the Web Application. All such updates and amendments are effective immediately upon notice thereof, which COMPANY may give by any means, including by posting a revised version of this Agreement on the Web Application or by sending Customer and Customer User a copy of the revised Agreement by email.

MONITORING.

Please be advised that COMPANY may monitor Customer's and Customer User's use of and access to the Web Application to ensure compliance with this Agreement and any other applicable rules, policies, deadlines, and instructions. By using the Web Application, each of Customer and Customer User expressly consents to such monitoring.

LICENSE GRANT.

Subject to the terms of this Agreement, COMPANY grants Customer and Customer User a limited, non-exclusive, and nontransferable license to install, access, and use the Web Application for Customer User's personal, non-commercial use on a single mobile device owned or otherwise controlled by Customer User (“Mobile Device”) strictly in accordance with the Web Application's documentation.

LICENSE RESTRICTIONS.

Customer and Customer User shall not: (a) copy the Web Application, except as expressly permitted by this license; (b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Web Application; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Web Application or any part thereof; (d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Web Application, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Web Application or any features or functionality of the Web Application to any third party for any reason, including by making the Web Application available on a network where it is capable of being accessed by more than one device at any time; or (f) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Web Application.

RESERVATION OF RIGHTS.

Customer and Customer User acknowledge and agree that the Web Application is provided under license, and not sold, to either Customer or Customer User. Each of Customer and Customer User does not acquire any ownership interest in the Web Application under this Agreement, or any other rights thereto other than to use the Web Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. COMPANY reserves and shall retain its entire right, title, and interest in and to the Web Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to Customer and Customer User in this Agreement.

COLLECTION AND USE OF PRIVATE INFORMATION.

Each of Customer and Customer User acknowledges that when such party installs or uses the Web Application, COMPANY may use automatic means (including, for example, cookies and web beacons) to collect information about Customer User's Mobile Device and about Customer User's use of the Web Application. Customer and Customer User also may be required to provide certain information about Customer User as a condition to installing or using the Web Application or certain of its features or functionality.

UPDATES.

The Courts at Cypress Waters may from time to time in its sole discretion develop and provide Web Application updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Customer and Customer User agrees that COMPANY has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on Customer or Customer User's Mobile Device settings, when such Mobile Device is connected to the internet either: the Web Application will automatically perform all available Updates; or Customer and/or Customer User may receive notice of or be prompted to install available Updates. Customer and Customer User shall promptly install all Updates and acknowledge and agree that the Web Application or portions thereof may not properly operate should Customer and Customer User fail to do so. Customer and Customer User further agree that all Updates will be deemed part of the Web Application and be subject to all terms and conditions of this Agreement.

THIRD PARTY MATERIALS.

The Web Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). Customer and Customer User acknowledge and agree that COMPANY is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. COMPANY does not assume and will not have any liability or responsibility to Customer and Customer User or any other person or entity for any Third-Party Materials. Third Party Materials and links thereto are provided solely as a convenience to Customer and Customer User, and access and use of them are at entirely at Customer User's own risk and subject to such third parties' terms and conditions.

TERM AND TERMINATION.

(a) The term of this Agreement commences when Customer or Customer User accesses the Web Application and will continue in effect until terminated by you or COMPANY as set forth in this Section 11. (b) Customer and Customer User may terminate this Agreement by deleting the Web Application and all copies thereof from Customer User's Mobile Device. (c) COMPANY or Customer may terminate this Agreement at any time without notice if it ceases to support the Web Application, which COMPANY may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if Customer or Customer User violates any of the terms and conditions of this Agreement. (d) Upon termination: All rights granted to Customer and/or Customer User under this Agreement will also terminate; and Customer and/or Customer User must cease all use of the Web Application and delete all copies of the Web Application from Customer User's Mobile Device and account. Termination will not limit any of COMPANY's rights or remedies at law or in equity.

SUSPENSION OF SERVICES.

COMPANY may, at any time, suspend the Services and/or Customer and Customer User's access to the Services if COMPANY reasonably believes that such a suspension is necessary to maintain the security or integrity of the Web Application, or to prevent misuse of the Web Application by any person, including Customer and/or Customer User.