TERMS OF SERVICE

Last Updated as of January 2, 2018

  1. Definitions and Interpretation

Unless otherwise defined herein, or the context otherwise dictates, capitalized terms used in the Terms of Service shall have the indicated meanings set forth in Exhibit “A” attached hereto.

  1. Acceptance
  2. Special Consents and Acknowledgements
  1. License to Use Services
  2. Information andAccess IDs
  3. Payment Processing
  4. Payment of Fees to Vendor
  5. Trainerize Pay and Payment Facilitation
  1. General Use of the Services - Permissions and Restrictions
  2. Content
  3. Feedback
  4. Termination, Modification and Suspension
  5. Warranty Disclaimer
  6. Limitation of Liability
  7. Indemnity by You

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE VENDOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES) ARISING FROM: (I) YOUR OR YOUR AGENTS’ USE OF OR ACCESS TO THE SERVICES; (II) ANY THIRD PARTY USE OF, OR ACCESS TO, YOUR ACCESS ID; (III) YOUR OR YOUR AGENTS’ VIOLATION OF ANY TERM OF THE TERMS OF SERVICE; (IV) YOUR OR YOUR AGENTS’ VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT; OR (V) ANY CLAIM THAT YOUR CONTENT CAUSED DAMAGE TO A THIRD-PARTY. THIS DEFENCE AND INDEMNIFICATION OBLIGATION SHALL SURVIVE THE TERMS OF SERVICE AND YOUR AND YOUR AGENTS’ USE OF THE SERVICES.

  1. Assignment

The Terms of Service, and any rights and licenses granted hereunder, may not be transferred, assigned or sold by you, but may be transferred, assigned and sold by the Vendor without restriction.

  1. Data Usage and Charges

The Services may use information and data transmission networks operated by third-parties to send data, information and Content from a computer or device to the Vendor’s servers, and to serve data, information and Content back to such computer or device. Depending on your wired or wireless data or similar plan with such third-party operators, you may incur charges from such third-party operators for use of its information and data transmission networks. You are solely responsible for any and all costs, including without limitation wireless and cellular data costs, you may incur as a result of the usage of the Services and/or as a result of data, information and Content submitted or received by your computer or device through the Services.

  1. Updates and Availability of Services
  1. General
  2. Contact the Vendor

You may direct any questions, complaints or claims with respect to the general functionality and operation of the Services to the Vendor at help@trainerize.com.


EXHIBIT “A”

DEFINITIONS AND INTERPRETATION

Access IDs” means the unique identification names and corresponding passwords assigned to a TSR Customer and the Trainers and Trainees who have been authorised to access and use the Services procured by such TSR Customer, and allowing such persons to access and use the Services, and “Access ID” shall be construed accordingly.

Agents” means, with respect to a Party, such Party’s agents, employees, consultants, contractors and/or other authorized representatives, and “Agent” shall be construed accordingly.

Content” means any material posted on, submitted on, uploaded to, made available to and/or appearing on the Services, including without limitation, data, information, text, graphics, photos, videos, charts, or location information.

Fee Schedule” means the Vendor’s fee schedule, as provided by the Vendor to certain users of the Services from time to time, setting out the cost of the respective Usage Plans, and/or the cost of the respective In-Application Purchases, as applicable.

In-Application Purchases” means the supplementary products, services and/or functionality offered for sale by the Vendor, which is not otherwise included in the cost of the Usage Plan subscribed to by a TSR Customer.

Parties” means the parties to the Terms of Service, and “Party” shall be construed accordingly.

Services” means the services offered or made available by the Vendor, including without limitation the Trainerize software as a service platform, and any website, application or widget associated therewith, as modified by the Vendor by way of Updates from time to time.

Trainee” means a person directly or indirectly accessing or making use of the Services procured by a TSR Customer as a trainee, including without limitation, for the purpose of accessing, obtaining or otherwise acquiring fitness training services from the TSR Customer and/or a Trainer, and “Trainees” shall be construed accordingly.

Trainer” means a person directly or indirectly accessing or making use of the Services procured by a TSR Customer as a trainer, including without limitation, for the purpose of offering, providing or otherwise furnishing fitness training services to one or more Trainees, and “Trainers” shall be construed accordingly.

Trial Usage Plans” means the free or discounted Usage Plans, and “Trial Usage Plan” shall be construed accordingly.

TSR Customer” means a person who procures Services from the Vendor, including without limitation, by placing an order for a specific Usage Plan with the Vendor, thereby allowing access to, and use of, such Services by the TSR Customer and the related Trainers and Trainees, and “TSR Customers” shall be construed accordingly.

Updates” means versions of the Services that contain functional enhancements, modifications, error corrections and/or fixes relating to the Services, and “Update” shall be construed accordingly.

Usage Plans” means the access plans to the Services offered for sale or, with respect to certain Trial Usage Plans, on a no-charge basis, by the Vendor to TSR Customers, each such plan allowing the TSR Customer and a certain set number of Trainers and Trainees to access and use the Services or certain features thereof procured by the TSR Customer, through the use of Access IDs, and “Usage Plan” shall be construed accordingly.

you”, “your” and/or “yourself” means either the TSR Customer, Trainer or Trainee entering into the Terms of Service, as applicable.

Your Content” means Content posted, submitted, made available, uploaded and/or displayed on or through the Services by you or your Agents, whether directly or through third party sites, applications or products (including without limitation any fitness or health tracking data, nutritional data or other data or information that you may make available to the Services from a third party site, application or product and any and all information you upload or make available through any document management features of the Services).

PRIVACY POLICY

Last updated as of May 25th, 2018

  1. Acceptance
  2. Collection and Use of Personal Information
  3. Disclosure of Personal Information
  4. Retention of your Personal Information

Your Personal Information will be retained for as long as may be necessary or relevant for the identified purpose of collection, or as may be required or permitted by law, after which time the Vendor will no longer retain such information in a form capable of identifying an individual or legal entity.

  1. Children's Privacy

The Services are not directed to children under the age of 16, and we do not knowingly collect Personal Information from children under the age of 16 without obtaining parental consent. If you are under 16 years of age, then please do not use or access the Service at any time or in any manner. If we learn that Personal Information has been collected on the Services from persons under 16 years of age and without verifiable parental consent, then we will take the appropriate steps to delete this information. If you are a parent or guardian and discover that your child under 16 years of age has provided Personal Information, then you may alert us as set forth in the "Contact The Vendor" section and request that we delete that child's Personal Information from our systems.

  1. Rights to Your Information

On written request and subject to proof of identity, you may access the Personal Information that we hold, used or communicated and ask that any necessary corrections be made, where applicable, as authorized or required by law. However, to make sure that the Personal Information we maintain about you is accurate and up to date, please inform us immediately of any change in your Personal Information by mail or email.

Under the GDPR, you may be entitled to additional rights, including: (i) the right to withdraw consent to processing where consent is the basis of processing; (ii) the right to access your Personal Information and certain other supplementary information, under certain conditions; (iii) the right to object to unlawful data processing, under certain conditions; (iv) the right to erasure of Personal Information about you, under certain conditions; (v) the right to demand that we restrict processing of your Personal Information, under certain conditions, if you believe we have exceeded the legitimate basis for processing, processing is no longer necessary, are processing, or believe your Personal Information is inaccurate; (vi) the right to data portability of Personal Information concerning you that you provided us in a structured, commonly used, and machine-readable format, under certain conditions; (vii) the right object to decisions being taken by automated means which produce legal effects concerning you or similarly significantly affect you, under certain conditions; (viii) the right to lodge a complaint with data protection authorities. If you want to learn more about your rights under the GDPR, you can visit the European Commission's page on Data Protection at: http://ec.europa.eu/justice/data-protection/index_en.htm .

  1. Location Information

You expressly acknowledge, agree and consent to the Vendor collecting Personal Information concerning your location, from your IP address and other sources, for the purpose of matching the Vendor’s products and services to areas of demand and for other business purposes of the Vendor.

  1. Aggregated Data

You expressly acknowledge, agree and consent to the Vendor collecting, combining, manipulating and using your Personal Information to create generalized, anonymous information, stripped of data capable of identifying an individual or legal entity (the “Aggregated Data”), and using, disclosing and commercializing such Aggregated Data as the Vendor deems fit. Your identity and Personal Information will be kept anonymous in the Aggregated Data.

  1. Software Installation, Cookies and Log Files

You expressly acknowledge, agree and consent to the Vendor installing software and cookies relating to the Services on one or more of your electronic devices and using tracking tools, pixel tags, cookies and log files for purposes the Vendor deems fit, including without limitation, to track which page variants you have seen, to track if you have clicked on a page variant, to monitor traffic patterns, to gauge popularity of service options and to gather information used to deliver relevant content and services to you.

  1. Change of Ownership or Business Transition

You expressly acknowledge and agree that in the event of a change of ownership or other business transition, such as a merger, acquisition or sale of the Vendor’s assets, your Personal Information may be transferred in accordance with applicable privacy laws.

  1. Withdrawing Consent

You have the right to withdraw your consent relating to the collection, use or disclosure of your Personal Information at any time, except where such withdrawal would frustrate the performance of a legal obligation.

  1. Security
  2. Governance
  3. Contact The Vendor

If you have any questions or comments about this Privacy Policy or your Personal Information, to make an access or correction request, to exercise any applicable rights, to make a complaint, or to obtain information about our policies and practices with respect to any service providers outside Canada, our Privacy Officer (or Data Protection Officer) can be reached by email using the following contact information: privacy@trainerize.com.