TERMS AND CONDITIONS

Last updated: May 15, 2023

Please read these terms and conditions carefully before using Our Service.

1. Key Terms

“Account” is defined as a personal user Services account.

“Application” is described as a technology platform that enables users of Trainer Pro’s website to use it as part of the Services offered.

“Charges” are identified as any and all fees that Users have to pay for services or goods they receive from a Third Party Provider through their use of the Services.

“Trainer Pro” is the name for Trainer Pro Inc., which is a private limited liability company based in Canada. Its offices are located at Unit 222 1460 The Queensway, Etobicoke, and it is registered at Industry Canada.

“Trainer Pro Platform” collectively refers to the Trainer Pro website, its application, and the Services it provides.

“Repair or Cleaning” is referred to as the costs incurred for repairing damages to, or for cleaning, Third Party Provider property. These costs arise from the use of the Services under any User Account and are above and beyond normal “wear and tear” damages and routine cleaning requirements.

“Service(s)” are defined as any websites, content, products, and services that are made available by Trainer Pro.

“Terms” are used to refer to these terms of use.

“Third Party Service Provider” is a term that refers to any trainer or fitness instructor. This includes personal trainers, yoga instructors, kickboxing instructors, or boxing instructors.

“Trainee” is a term that refers to any User who has registered as someone who wants to receive training through the Trainer Pro Platform from one of the Third Party Service Providers.

“Training” is defined as the fitness services provided by the Third Party Service Providers. These services are related to personal training, yoga, boxing, or kickboxing workouts.

“User” is a term that refers to any person who has signed up for or inquired about Training through the Trainer Pro website, its business telephone numbers, or any other means. This term includes Third Party Service Providers.

“User Content” refers to any textual, audio, and/or visual content and information. This includes commentary and feedback about the Services, starting support requests, and submitting entries for competitions and promotions.

2. Contractual Relationship

These Terms of Use, referred to as “Terms,” control how you, as an individual, can access or use the applications, websites, content, products, and services, collectively known as the “Services,” from any country in the world (excluding the United States, its territories and possessions, and Mainland China). These are made available by Trainer Pro Inc., a private limited liability company established in Canada, with offices at Unit 222 1460 The Queensway, Etobicoke, registered at Industry Canada, also referred to as “Trainer Pro.”

PLEASE READ THESE TERMS

CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

Accessing and using the Services implies your consent and agreement to be bound by these Terms, establishing a contractual relationship between you and Trainer Pro. If you disagree with these Terms, you should not access or use the Services. It’s important to note that these Terms replace any previous agreements or arrangements you might have had. Trainer Pro retains the right to terminate these Terms or any Services regarding you, or to generally stop offering or deny access to the Services or any part thereof, at any moment and for any reason.

You are also encouraged to read the Privacy Policy, which is an integral part of this Agreement and can be found within the Service. If you do not accept and agree to all of the terms of this Agreement, including the Privacy Policy, you should refrain from using the Service.

It’s possible that supplemental terms may apply to specific Services, such as policies for a particular event, activity, or promotion. These supplemental terms will be disclosed to you in relation to the applicable Services. They are an addition to, and considered a part of, the Terms for the purposes of the applicable Services. In cases of conflict, supplemental terms will take precedence over these Terms concerning the relevant Services.

Trainer Pro may occasionally update the Terms related to the Services. Any amendments become effective once Trainer Pro posts the updated Terms, which can be accessed at https://www.TrainerPro.io/terms-and-conditions.html. Your continued access or use of the Services after such an update indicates your agreement to be bound by the Terms, as revised.

The collection and use of personal information in connection with the Services are outlined in Trainer Pro’s Privacy Policy. This policy is incorporated by reference here and can be found at http://TrainerPro.io/privacy.html.

3. The Services

The Services serve as a platform that allows users of the Trainer Pro website, which are part of the Services (each referred to as an “Application”), to organize and schedule fitness services including personal training, yoga, kickboxing, and boxing with independent third-party providers of these services. Unless Trainer Pro agrees otherwise in a separate written agreement with you, the Services are available exclusively for your personal, noncommercial use. YOU ACKNOWLEDGE THAT Trainer Pro DOES NOT OFFER FITNESS SERVICES NOR OPERATES AS A FITNESS OR PERSONAL TRAINING COMPANY. ALL FITNESS OR PERSONAL TRAINING SERVICES ARE DELIVERED BY INDEPENDENT THIRD-PARTY SERVICE PROVIDERS WHO ARE NOT EMPLOYED BY Trainer Pro OR ANY OF ITS AFFILIATES.

YOU UNDERSTAND AND RECOGNIZE THAT (1) Trainer Pro DOES NOT DIRECTLY PROVIDE FITNESS OR PERSONAL TRAINING SERVICES, (2) Trainer Pro IS NOT A FITNESS OR PERSONAL TRAINING ENTITY. THE DECISION TO ACCEPT A SESSION FROM YOU THROUGH THE SERVICE IS UP TO THE THIRD-PARTY SERVICE PROVIDER, AND THE CHOICE TO REQUEST A SESSION (OR COMPLIMENTARY ASSESSMENT) FROM ANY THIRD-PARTY SERVICE PROVIDER THROUGH THE SERVICE IS YOURS. THE DECISION OF THE THIRD-PARTY SERVICE PROVIDER TO AGREE TO A SESSION ONCE REQUESTED BY YOU THROUGH THE SERVICE IS ENTIRELY AT THE DISCRETION OF THE THIRD-PARTY SERVICE PROVIDER. Trainer Pro PROVIDES INFORMATION AND A WAY TO CONNECT USERS WITH THIRD-PARTY SERVICE PROVIDERS, BUT DOES NOT OFFER NOR INTENDS TO OFFER FITNESS OR PERSONAL TRAINING SERVICES, NOR DOES IT ACT AS A FITNESS OR PERSONAL TRAINING COMPANY. Trainer Pro IS NOT RESPONSIBLE OR LIABLE FOR ANY FITNESS OR PERSONAL TRAINING SERVICES ACQUIRED BY ANY USER OR PROVIDED BY ANY THIRD-PARTY SERVICE PROVIDER USING THE SERVICES. Trainer Pro ONLY FUNCTIONS AS A MARKETPLACE FOR FITNESS INSTRUCTION.

YOU AGREE AND ACKNOWLEDGE THAT Trainer Pro IS NOT INVOLVED IN ANY AGREEMENTS MADE BETWEEN TRAINEES AND THIRD-PARTY SERVICE PROVIDERS. Trainer Pro WILL NEVER BE A PART OF ANY SERVICE CONTRACT BETWEEN YOU AND ANY THIRD-PARTY SERVICE PROVIDER. Trainer Pro DOES NOT HAVE ANY INFLUENCE OVER THE BEHAVIOR OF THIRD-PARTY SERVICE PROVIDERS, TRAINEES, OR OTHER USERS OF THE SITE, PLATFORM, AND SERVICES, NOR OVER ANY TRAINING SESSIONS, AND DISCLAIMS ALL LIABILITY IN THESE MATTERS TO THE FULLEST EXTENT ALLOWED BY LAW. YOU CHOOSE TO ENGAGE WITH THIRD-PARTY SERVICE PROVIDERS ENTIRELY AT YOUR OWN RISK.

4. License

In accordance with your adherence to these Terms, Trainer Pro provides you with a restricted, non-exclusive, non-sublicensable, revocable, and non-transferable license that permits you to: (i) access and utilize the website and platform on your personal device, but only in relation to your use of the Services; and (ii) access and utilize any content, information, and related materials that might be accessible through the Services, with each instance being strictly for your personal, noncommercial purposes. Trainer Pro and Trainer Pro’s licensors retain any rights that are not explicitly granted in this document.

5. Restrictions

The content we provide is safeguarded by the copyright and trademark regulations of Canada, the United States, and other international jurisdictions. You are prohibited from: (i) removing any copyright, trademark, or other proprietary notations from any part of the Services; (ii) copying, altering, creating derivative works from, distributing, licensing, leasing, selling, reselling, transferring, publicly displaying, publicly performing, transmitting, streaming, broadcasting, or otherwise exploiting the Services, unless explicitly allowed by Trainer Pro; (iii) decompiling, reverse engineering, or disassembling the Services, except as permitted by relevant laws; (iv) linking to, mirroring, or framing any part of the Services; (v) initiating or executing any programs or scripts for scraping, indexing, surveying, or data mining any part of the Services, or excessively burdening or obstructing the operation and/or functionality of any aspect of the Services; or (vi) trying to gain unauthorized access to, or disrupting, any part of the Services or its related systems or networks.

6. Provision of the Services.

You recognize that segments of the Services might be provided under different brands or through various request choices related to fitness or personal training that are associated with Trainer Pro. These include, but are not limited to, brands presently known as “Trainer Pro,” “Trainer Pro Personal Training,” “Trainer Pro Fitness,” “Trainer Pro Trainer,” and “Trainer Pro Professional.” Additionally, you acknowledge that the Services may be offered under these brands or request options either by or in association with independent Third Party Providers. This encompasses personal trainers, yoga instructors, kickboxing & boxing instructors, and various other types of instructors.

7. Third Party Services and Content.

The Services may be accessible or used in conjunction with third-party services and content (which includes advertising) over which Trainer Pro has no control. You understand that you may be subject to different terms of use and privacy policies when using such third-party services and content. Trainer Pro does not endorse these third-party services and content, and Trainer Pro is not responsible or liable for any products or services provided by such third-party providers. Furthermore, if you access the Services using Applications designed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, Apple Inc., Google, Inc., Microsoft Corporation, or BlackBerry Limited, along with their respective international subsidiaries and affiliates, will be third-party beneficiaries to this contract. These third-party beneficiaries are not part of this contract and do not have any obligation to provide or support the Services in any way. Your use of the Services on these devices is governed by the terms set in the terms of service of the respective third-party beneficiary.

8. Ownership.

The Services and all associated rights will continue to be the property of Trainer Pro or its licensors. Your use of the Services, governed by these Terms, does not provide you with any rights, except for the limited license previously granted. Specifically, you are not granted any rights to: (i) claim any ownership or related rights in the Services beyond the scope of the limited license; or (ii) use or refer to Trainer Pro’s company names, logos, product and service names, trademarks, service marks, or those belonging to Trainer Pro’s licensors in any capacity.

9. Your Use of the Services

User Accounts

To utilize most features of the Services, it is necessary to create and maintain an active personal user Services account (“Account”) by signing up on our website or communicating with Trainer Pro via phone. Users must be at least 18 years old, or the age of legal majority in their jurisdiction if it is different from 18, to establish an Account. Registering for an Account requires you to provide Trainer Pro with certain personal information, such as your name, address, mobile phone number, and age, as well as at least one valid payment method (either a credit card or an accepted payment partner). You are expected to keep your payment information in your Account accurate, complete, and up-to-date. Failure to maintain accurate, complete, and up-to-date Account information, including an invalid or expired payment method on file, may lead to an inability to access and use the Services or Trainer Pro’s termination of these Terms with you. All activities under your Account are your responsibility. Unless Trainer Pro permits otherwise in writing, you are allowed only one Account.

You acknowledge and agree that you are physically fit to engage in a normal course of exercise, you use the Services at your own risk and responsibility, and you understand that exercise can be physically strenuous and that participating in some activities may pose health risks. You release Trainer Pro from any liability related to or arising from any injury or harm due to an existing or pre-existing medical condition related to a session facilitated by the Services.

User Requirements and Conduct

You may not transfer or assign your Account to another person or entity without Trainer Pro’s written consent. You agree to follow all applicable laws while using the Services and to use the Services only for lawful purposes. In your use of the Services, you will not cause nuisance, annoyance, inconvenience, or property damage, to either Third Party Service Providers or any other party. You may be required to show proof of identity to access or use the Services, and you understand that you may be denied access or use of the Services if you refuse to provide proof of identity.

Users agree not to contact other Users for any purpose other than inquiring about a booked and confirmed Service. Users also agree not to recruit or solicit other Users to join third-party services, applications, or websites without Trainer Pro’s prior written approval. Users shall not use the Trainer Pro Platform to locate another User and then complete a booking of a Service independently of the Trainer Pro Platform, thereby avoiding the obligation to pay any Service Fees imposed by Trainer Pro.

Trainer Pro reserves the right to investigate and prosecute breaches of any of the above to the fullest extent of the law. Additionally, as outlined in these Terms, Trainer Pro may take various actions against you, including deactivating or canceling your Account, if you violate this Section or these Terms.

Text Messaging

By creating an Account, you consent to Trainer Pro sending you informational text (SMS) messages as part of the regular business operations related to your use of the Services. You may opt out of receiving text (SMS) messages from Trainer Pro at any time by sending an email to hello@trainerprofitness.com, stating your desire to no longer receive such messages and including the phone number of the mobile device receiving the messages. You acknowledge that opting out of receiving text (SMS) messages may affect your use of the Services. By ticking a box upon signup, consenting to the receipt of automatic text messages, you are providing your signature in accordance with the Electronic Signatures in Global and National Commerce Act.

User-Provided Content

Trainer Pro may, at

its sole discretion, allow you to submit, upload, publish, or make available to Trainer Pro through the Services various forms of textual, audio, and/or visual content and information, including commentary, feedback related to the Services, support requests, and entries for competitions and promotions (“User Content”). Any User Content you provide remains your property. However, by providing User Content to Trainer Pro, you grant Trainer Pro a global, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, modify, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit such User Content in any format and distribution channels now known or later developed (including in connection with the Services and Trainer Pro’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You affirm and guarantee that: (i) you are either the sole and exclusive owner of all User Content or have all necessary rights, licenses, consents, and releases to grant Trainer Pro the license to the User Content as mentioned above; and (ii) neither the User Content nor your submission, uploading, publishing, or otherwise making available of such User Content, nor Trainer Pro’s use of the User Content as permitted herein, will infringe, misappropriate, or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree not to provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Trainer Pro in its sole discretion, regardless of whether such material may be protected by law. Trainer Pro may, but is not obligated to, review, monitor, or remove User Content, at Trainer Pro’s sole discretion and at any time and for any reason, without notice to you.

You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, recordings, authorship works, applications, links, and other content or materials that you submit, post, share, use, provide, transmit, or display on or via the Services. You are accountable for ensuring the accuracy of the information you submit to Trainer Pro. Inaccurate information can affect your experience using the Services and Trainer Pro’s ability to contact you as outlined in the Privacy Policy. You may also be asked to authorize uses of information beyond what is stated in this Agreement and the Privacy Policy when you use the Services.

10. Payment

You acknowledge that when you use the Services, you may incur charges for the services or goods received from a Third Party Provider (“Charges”). Trainer Pro Inc. reserves the right to apply a fee to each payment a User makes to a Third Party Service provider. Following your receipt of services or goods via the Service, Trainer Pro Inc. will act on behalf of the Third Party Provider as a limited agent for the collection of payments. Such payment of Charges will be regarded as if you had made the payment directly to the Third Party Provider. Charges will include applicable taxes as required by law. Charges you pay are final and non-refundable, with the following stipulation regarding our service packages: All service packages are non-refundable three weeks after the purchase date. However, packages that include 24 sessions or fewer are non-refundable immediately upon purchase. This policy ensures clarity and fairness in our transactions and underscores our commitment to providing quality services from the moment of purchase.

Charges are due (i) immediately or (ii) according to a recurring subscription payment plan. Payments will be processed by Trainer Pro using the payment method specified in your Account, after which Trainer Pro will issue a receipt via email. If you choose a recurring subscription payment plan, Trainer Pro may set up a payment schedule (typically bi-weekly payments) charged to your preferred payment method. You authorize Trainer Pro to periodically charge you the specified amount every two weeks for a continuous period. All payments must be made through the Trainer Pro Platform, and cash payments are strictly forbidden. Users and Third Party Service Providers must not accept cash payments under any circumstances. If your primary payment method in your Account is expired, invalid, or otherwise unable to be charged, you agree that Trainer Pro, as the Third Party Provider’s limited payment collection agent, may use a secondary payment method in your Account, if available. Payments will be processed through Square, Stripe Inc, Wave Financial Inc, or GoCardless Limited, Trainer Pro’s third-party payment service. If your primary and secondary payment methods (if applicable) are invalid, canceled, or unable to be billed for seven or more days under a recurring subscription plan, your Account and Training privileges will be suspended. Your Account and Training privileges will resume upon receipt of all pending payments. It is your responsibility to keep your payment details current.

By providing a credit card or bank account (or other pre-authorized payment method) to Trainer Pro for your recurring subscription, you authorize Trainer Pro to charge all outstanding fees, sales taxes, and account balances due under the invoices, including any Cancellation Fees (as mentioned in Section 13). This authorization is sufficient for Trainer Pro to make such charges. You confirm that the payment method is in your name, valid, and not expired, and you must promptly notify Trainer Pro if your payment information changes.

Trainer Pro has the right to establish, remove, or revise Charges for any services or goods accessed through the Services at any time at its sole discretion. While Trainer Pro will endeavor to inform you of applicable Charges, you are responsible for Charges incurred under your Account, whether or not you were aware of such Charges or their amounts. Trainer Pro may occasionally offer promotional offers and discounts to certain users, leading to different charges for similar services or goods obtained through the Services. You agree that these promotional offers and discounts, unless also available to you, will not affect your use of the Services or the Charges you incur. You can cancel your request for services or goods from a Third Party Provider at any time before their arrival, which may result in a cancellation fee.

Early cancellation fees for individual sessions can reach up to 100% of the session cost, payable for insufficient notice of cancellation or no-show. Adequate cancellation notice is deemed to be more than twelve hours before a session and can be charged at the Third Party Service Provider’s discretion.

This payment system is designed to fully compensate the Third Party Provider for the services or goods provided. No part of your payment is intended as a tip or gratuity for the Third Party Provider. While you have the option to offer additional payment as a gratuity for services or goods received through the Service, this is entirely voluntary and not obligatory.

Be aware that any TRAINING SERVICES PURCHASES made through Trainer Pro will EXPIRE 365 DAYS AFTER PURCHASE.

There will be NO CREDIT, REFUND, OR OFFSET for any purchased but unused TRAINING SERVICES that were bought more than 60 days prior.

11. Repair or Cleaning Fees.

Users are obliged to cover the expenses for any repairs or necessary cleaning of Third Party Provider property that arise from using the Services under your Account. This responsibility extends beyond normal “wear and tear” damages and routine cleaning (“Repair or Cleaning”). If a Third Party Provider reports a need for Repair or Cleaning and Trainer Pro, exercising reasonable discretion, verifies this need, Trainer Pro has the authority to arrange for the payment of the reasonable costs of such Repair or Cleaning. This payment will be made using the payment method you have set up in your Account. Trainer Pro will then transfer these funds to the concerned Third Party Provider. It’s important to note that these amounts are non-refundable once paid.

12. Disclaimers; Limitation of Liability; Indemnity.

DISCLAIMER

The Services are provided on an “AS IS” and “AS AVAILABLE” basis. Trainer Pro disclaims all representations and warranties, whether express, implied, or statutory, that are not explicitly outlined in these Terms. This includes implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Additionally, Trainer Pro makes no claims or assurances regarding the reliability, timeliness, quality, suitability, or availability of the Services or any services or goods requested through the use of the Services. Trainer Pro does not promise that the Services will be uninterrupted or free from errors. The quality, suitability, safety, or capability of Third Party Providers are not guaranteed by Trainer Pro. You agree that you bear the entire risk arising from your use of the Services, and any service or good requested in connection with the Services, to the maximum extent permitted under applicable law.

You understand and acknowledge that Trainer Pro does not directly provide fitness or personal training services to Trainees. It is the Third Party Service Provider’s decision to accept or reject a session with a Trainee through the Service, and it is up to the Trainee to decide whether to request a session from any Third Party Service Provider contacted through the Service. Any decision by a User to request a training session through the Service is solely at the User’s discretion. Trainer Pro merely provides information and a means for Third Party Service Providers and Trainees to connect but does not offer fitness or personal training services, nor does it act as a fitness company. Trainer Pro bears no responsibility or liability for any fitness services obtained by any Trainee or provided by any Third Party Service Provider using the Services.

LIMITATION OF LIABILITY

Trainer Pro, its affiliates, shareholders, employees, contractors, officers, or directors will not be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, data loss, personal injury, or property damage related to or resulting from the use of the Services. This applies even if Trainer Pro has been advised of the possibility of such damages. Trainer Pro is not liable for any damages or losses resulting from: (i) your use or reliance on the Services or your inability to access or use the Services; or (ii) any transaction or relationship between you and any Third Party Provider. Trainer Pro is not liable for delays or failures in performance due to factors beyond its reasonable control. You acknowledge that Third Party Service Providers offering fitness or personal training services may not be professionally licensed or permitted. Trainer Pro’s total liability to you in connection with the Services for all damages, losses, and causes of action will not exceed one hundred Canadian dollars ($100 CAD).

Trainer Pro’s Services may be used to request and schedule personal training and fitness services with Third Party Providers, but Trainer Pro has no responsibility or liability to you related to any personal

training or fitness services provided by Third Party Providers beyond what is expressly stated in these Terms. The limitations and disclaimer in this section do not seek to limit liability or change your rights as a consumer that cannot be excluded under applicable law.

Trainer Pro may, but is under no obligation, to screen users using the Services. As a result, Trainer Pro expressly disclaims any liability for any damages, direct or indirect, arising from the use of the Trainer Pro Platform or Services, including damages arising from communication or meetings with other participants of the Trainer Pro Platform or Services. Such damages include, without limitation, damage to or loss of property, bodily injury, death, and emotional distress.

Trainer Pro does not warrant, endorse, guarantee, or assume responsibility for any session you request or provide through the Trainer Pro Platform, nor for any property damage, personal injury, or death that occurs as a result of such a session or a user’s use of the Service.

There is no warranty or guarantee provided regarding the safety of Third Party Service Providers. Trainer Pro is not responsible for the actions or conduct of Third Party Service Providers or Trainees. Trainer Pro does not intervene in disputes between Third Party Service Providers, Trainees, or third parties. Responsibility for decisions regarding providing fitness sessions rests solely with you. You are advised to take reasonable precautions in all actions and interactions with any party through the use of the services. Trainer Pro may, but is not obliged to, screen or evaluate potential Third Party Service Providers or Trainees. You understand and accept that Trainer Pro has no control over the identity or actions of Trainees and Third Party Service providers and that you use the services at your own risk.

By using the Services, you agree that Trainer Pro is not responsible for your safety, comfort, or successful training arrangements, or for any other liability regarding your use of the Trainer Pro Platform. Trainer Pro may take steps to check its Third Party Service Providers’ backgrounds, training history, insurance, or certifications, but makes no representation or warranty regarding the accuracy of such checks or the safety of a session or the reliability of a Third Party Service Provider, and expressly disclaims all warranties regarding Third Party Service Providers and Users. You assume full responsibility for all risks associated with accepting services. Users and Third Party Service Providers use the services at their own risk.

Trainer Pro is not responsible for any damages resulting from a session facilitated by the Services or for resolving disputes between you and another user. You agree that your use of the Services is at your sole risk.

Trainer Pro and its affiliates do not warrant, endorse, guarantee, or assume responsibility for any third-party product or services, including services offered by personal trainers, payment services, or those advertised on or through the site or services.

You are solely responsible for your interactions with other users, including both clients and personal trainers. To the maximum extent permitted by law, Trainer Pro shall not be liable for any injuries, losses, claims, or direct damages, or any special, exemplary, punitive, incidental, or consequential damages of any kind, whether based in contract, tort, or otherwise, which arise out of or are connected with this Agreement, any use of the Trainer Pro services by the user, any failure or delay, or any act or omission of a Third Party Service Provider.

Trainer Pro expressly disclaims all representations, warranties, conditions, or indemnities regarding the member services, including any information about Third Party Service Providers and their actions or omissions.

The quality of Third Party Service Provider services is entirely the responsibility of the provider who offers fitness services to you. By using a Third Party Service Provider’s services, you may be exposed to services that are potentially dangerous or objectionable, and your use is at your own risk.

You acknowledge that reliance on any information provided by Trainer

Pro or any Third Party Service Provider is solely at your own risk. You assume full responsibility for all risks associated therewith, as allowable to the extent of the law.

Although Trainer Pro may request background information of its Third Party Service Providers, Trainer Pro does not guarantee the accuracy or completeness of any such information-gathering or that a particular Third Party Service Provider is adequately qualified to perform any given service.

You understand that Trainer Pro makes efforts to conduct criminal background checks or screenings on clients or personal trainers, but does not inquire into the backgrounds of all clients or personal trainers, nor does it verify their statements. Trainer Pro makes no representations or warranties about the conduct of clients or personal trainers or their compatibility with any current or future clients or personal trainers. Trainer Pro reserves the right to conduct criminal background checks or other screenings at any time using available public records.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

You and Trainer Pro understand and agree that the disclaimers, exclusions, and limitations set forth herein are essential elements of this Agreement and represent a reasonable allocation of risk. In particular, you understand that Trainer Pro would be unable to make the Trainer Pro Services available to you except on these terms and agree that this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

Indemnity

You agree to defend, indemnify, and hold harmless Trainer Pro and its affiliates, and their respective shareholders, employees, contractors, agents, officers, and directors, from any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including legal fees) arising from: (i) your use and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including Third Party Providers, regarding privacy or intellectual property rights; (iv) your violation of any applicable law, rule, or regulation; (v) any claim or damages resulting from your User content or any submitted via your account; (vi) any other party’s access and use of the Service with your unique username, password, or other security code; or (vii) any claims or damages (alleged or actual) that arise from a session you partake in as a user.

Release

In the event of a dispute with one or more Users, you agree to release Trainer Pro and its affiliates, and their respective shareholders, employees, contractors, agents, officers, and directors, from any claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected to such disputes with other Users or your use of the Trainer Pro platform or the Services.

Disclaimer Regarding Online Content

Content such as opinions, advice, statements, offers, or other information available through the Services, but not created by Trainer Pro, comes from their respective authors. These authors are responsible for their content. Such content should not be automatically trusted. Trainer Pro does not ensure the accuracy, completeness, or utility of any information on the Services, nor does it endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by parties other than Trainer Pro. Trainer Pro has the right, but not the obligation, to monitor materials posted in public areas of the Services.

No Employment or Agency Relationship

By using our Service, you acknowledge that you are neither an employee nor an independent contractor of Trainer Pro. This Agreement does not create an agency, partnership, joint venture, or a franchisor-franchisee relationship. ALL USERS ACKNOWLEDGE THAT THIRD PARTY SERVICE PROVIDERS ARE NEITHER EMPLOYEES NOR INDEPENDENT CONTRACTORS OF Trainer Pro. These Third Party Service Providers voluntarily use our platform to match with users and receive cashless payments through the Trainer Pro Platform. Third Party Service Providers decide when and if they want to offer training through the Trainer Pro Platform, as well as their chosen locations. Users have the discretion to accept or decline a session from any Third Party Service Provider through the Trainer Pro Platform.

Insurance

Trainer Pro is not responsible for personal belongings that are left, lost, or stolen at any session location. Loss of these items may not be covered by the Third Party Service Provider’s insurance policy. Users should ensure they keep track of their belongings at all times.

Zero Tolerance Policy

Users are encouraged to report to Trainer Pro immediately if they suspect a Third Party Service Provider is violating the zero-tolerance policy by emailing Trainer Pro Customer Support at hello@trainerprofitness.com. Third Party Service Providers may be temporarily deactivated from using the Trainer Pro Platform during the investigation.

Anti-Discrimination Policy

Trainer Pro adheres to an anti-discrimination policy. Users are prohibited from expressing negative ratings, conduct, or speech based on gender, race, ethnicity, ability, disability, sexual orientation, age, or other protected status under applicable law. Users should report any discrimination-related complaints to Trainer Pro promptly by emailing hello@trainerprofitness.com. Users may be temporarily deactivated from using the Trainer Pro Platform during the investigation.

13. Termination

No Employment or Agency Relationship

Insurance

Zero Tolerance Policy

Anti-Discrimination Policy

14. Governing Law, Disputes, Arbitration.

TThis Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You consent to the exclusive jurisdiction of Ontario’s courts for most matters, except for instances where we reserve the right to seek injunctive or other equitable relief in a court of competent jurisdiction. This is to prevent actual or potential infringement, misappropriation, or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as outlined in the Arbitration provision below. If you access or use the Service from outside Canada, you are responsible for adhering to the laws and regulations of your access or use location. However, you agree that the laws of the Province of Ontario and Canada will apply to your relationship with Trainer Pro.

Trainer Pro bears no responsibility for the actions or behavior of Users or Third Party Service Providers. Trainer Pro is not obligated to get involved in disputes between Third Party Service Providers, Users, or third parties. The responsibility for decisions made regarding offering or accepting fitness services rests solely with you.

In case of a dispute with Trainer Pro, you agree to first contact us at Trainer Pro’s Customer Service email at hello@trainerprofitness.com to try resolving the dispute informally. If not resolved, disputes or claims related to this Agreement, including its negotiation, breach, existence, validity, or termination, will be resolved through arbitration. This arbitration, with no right to appeal, will be conducted before a single arbitrator in Toronto in accordance with the Arbitration Act (Ontario). Article 34 is expressly excluded. Liability for costs will be determined in the arbitration process. The arbitrator’s award will include costs of arbitration, reasonable legal fees, and costs for expert and other witnesses. Any judgment on the arbitrator’s award may be entered in any competent court. This Section does not prevent either party from seeking injunctive or other equitable relief from courts to prevent actual or threatened infringement, misappropriation, or violation of a party’s data security, intellectual property rights, or other proprietary rights. All claims must be brought individually, not as a plaintiff or class user in any purported class or representative proceeding. The arbitrator cannot consolidate more than one person’s claims unless agreed otherwise. By entering into this Agreement, you and Trainer Pro each waive the right to a jury trial or to participate in a class action.

15. Other Provisions

For individuals residing outside the United States, claims of copyright infringement should be directed to Trainer Pro’s designated agent at 1460 The Queensway, Etobicoke.

For U.S. residents, the following policy applies: If you believe your copyrighted work has been improperly used on the Trainer Pro Platform, potentially constituting infringement, you can notify Trainer Pro’s designated agent. An effective notice must include:

The authorized representative’s physical or electronic signature.

A description of the copyrighted material claimed to be infringed.

The location of the allegedly infringing material on the Trainer Pro Platform.

Contact information for you, such as an address, telephone number, and email address, if available.

A statement of good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

A statement, under penalty of perjury, affirming the accuracy of the notification and your authorization to act on behalf of the copyright owner.

The designated agent for Trainer Pro can be contacted at:

Email: hello@trainerprofitness.com

Regular mail:

Attention: Copyright/IP, and Content Complaints

Trainer Pro Inc.

Unit 222 1460 The Queensway

Etobicoke, ON

M8Z 1S4

Substitution of Third Party Service Provider

If your assigned Third Party Service Provider by Trainer Pro becomes unavailable, Trainer Pro will endeavor to connect you with another provider within three weeks of a written request. You may request a new provider once. However, there will be no refunds for remaining sessions if your designated Third Party Service Provider becomes unavailable for any reason.

Notice

Notices from Trainer Pro may be given via a general notice on the Services, email to your account’s email address, or written communication to your address in your Account. Notices to Trainer Pro should be sent to hello@trainerprofitness.com.

Assignment

You cannot assign or transfer these Terms without Trainer Pro’s written consent. Trainer Pro may assign these Terms, in whole or in part, to a subsidiary or affiliate, an acquirer of Trainer Pro’s equity, business, or assets, or a successor by merger. No joint venture, partnership, employment, or agency relationship exists between you, Trainer Pro, or any Third Party Provider as a result of this Agreement or your use of the Services.

Entire Agreement/Severability

Should any provision of these Terms be illegal, invalid, or unenforceable, it shall not form part of these Terms, but the remaining provisions will remain in effect. The parties will replace the invalid or unenforceable provision with one that is legal, valid, and enforceable and that achieves the intended effect. These Terms, including any referenced documents, constitute the entire agreement between you and Trainer Pro regarding the Services.

Certain Obligations

If Users breach any Terms, Trainer Pro reserves the right to retain breach-related information, publish or disclose this information on the User’s profile, and suspend or withdraw the User’s access to the Trainer Pro Platform.