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Trainer Terms of Service.

Effective September 1, 2026 · Supercomplicated LLC

Effective date: September 1, 2026

Version: 2026-09-01

1. Agreement to These Terms

These HeyFitt for Trainers Terms of Service (the "Trainer Terms" or these "Terms") are a legally binding agreement between you, together with the practice, business or entity you operate (collectively "you," "your," or "Trainer"), and Supercomplicated LLC, a Delaware limited liability company with its principal place of business in Massachusetts ("HeyFitt," "Supercomplicated," "we," "us," or "our"). They govern your access to and use of HeyFitt for Trainers: the trainer marketing site, trainer sign-in, trainer onboarding, the trainer portal and every screen, feature, tool, document template, integration, notification and communication channel we make available to trainers, together with any public trainer profile or enquiry link we host for you (collectively, the "Trainer Service"). HeyFitt is a product and brand owned and operated by Supercomplicated LLC.

If you do not agree to these Terms, do not create a trainer account and do not use the Trainer Service. Creating a trainer account, accepting an invitation to join another trainer's practice, starting a free trial, or continuing to use the Trainer Service constitutes your acceptance of these Terms and of any updates to them.

2. Relationship to Our Other Terms and Policies

1. The member Service is separate. The consumer HeyFitt service used by gym members is governed by the HeyFitt Terms of Service (the "Member Terms") and the Community Guidelines. A trainer account is a separate account from a HeyFitt member account, even on the same email address. If you hold both, the Member Terms govern your member account and these Trainer Terms govern your trainer account, and you must comply with both.
2. Conflicts. In any conflict between these Trainer Terms and the Member Terms with respect to your use of the Trainer Service, these Trainer Terms control.
3. Privacy. Our Trainer Privacy Policy describes our information practices for the Trainer Service. It is provided as a notice and does not create contractual rights or obligations, except for its Section 5 — the data processing agreement covering Client Data — which is contractual and forms part of these Terms. Any dispute relating to it is subject to Section 27. Information about gym members remains governed by the member Privacy Policy.
4. Feature terms. We may present additional terms for specific features, plans, integrations, betas or promotions. Those terms are incorporated into these Terms by reference when you use the feature they govern.

3. Eligibility; Business Use; Authority

By creating a trainer account or using the Trainer Service, you represent and warrant that:

1. You are at least 18 years of age and have the legal capacity to enter into a binding contract.
2. You are using the Trainer Service solely for business and professional purposes, in the course of operating a personal training practice, and not as a consumer. You acknowledge that consumer-protection statutes that apply to consumer transactions are not intended to apply to this agreement.
3. If you are accepting these Terms on behalf of a company, partnership, sole proprietorship, gym, studio or other entity, you have full authority to bind that entity, and "you" includes that entity, which is jointly and severally liable with you for every obligation in these Terms.
4. You are not prohibited from receiving services under the laws of the United States or any other applicable jurisdiction, are not located in a country subject to a comprehensive U.S. embargo, and are not on any U.S. government restricted-party or sanctions list.
5. Every representation you make in Sections 7, 8, 9, 10, 13 and 15 is true and will remain true for as long as you use the Trainer Service.
6. We have not previously terminated a trainer account of yours, and you are not registering after a suspension or termination without our express written permission.

We may, but have no obligation to, use any lawful means to assess eligibility, and we may refuse, suspend, restrict or terminate any trainer account at our sole discretion, with or without notice and without liability, as described in Sections 19 and 20.

4. Your Account; Teams and Coaches

1. Credentials. Sign-in is passwordless. You are responsible for the security of the email account and any third-party sign-in provider associated with your trainer account, for keeping sign-in links confidential, and for all activity that occurs under your account. Notify us immediately at our legal inbox (the address is shown at the end of this page) of any unauthorized use.
2. One account. You may maintain only one trainer account. You may not sell, rent, lease, transfer, share or sublicense your account or your access to the Trainer Service.
3. Accuracy. All registration, profile, practice, gym, credential and billing information you submit must be truthful, accurate and complete, and you must keep it that way.
4. Teams. If you invite other trainers ("Coaches") into your practice, you are the practice owner. You are fully responsible for every Coach you invite and for everything they do or fail to do in the Trainer Service, exactly as if it were your own act or omission. Your plan covers your Coaches; your Coaches are your personnel, not ours. You must ensure every Coach reads and complies with these Terms, and you must not invite anyone who does not independently satisfy Sections 3, 7, 8 and 9. Each Coach also agrees to these Terms on their own behalf when they accept an invitation.
5. Shared records. Clients, programs, groups, exercises, packages, leads, sessions, notes and invoices in a practice are keyed to the practice owner's account. You are responsible for deciding who in your practice may see and change them, and for the consequences of that decision. On removal of a Coach, the owner decides what happens to the client relationships that Coach introduced.

5. What the Trainer Service Is — and What HeyFitt Does Not Do

The Trainer Service is software. It gives an independent personal trainer tools to run a practice: a profile that gym members can find, a way for members to write to you, client records, programs and routines, an exercise library, session and calendar tools, private notes, document templates, a signing flow, packages and enquiries, a technical integration with Stripe for invoicing, and reporting.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

1. HEYFITT DOES NOT PROVIDE PERSONAL TRAINING, COACHING, FITNESS INSTRUCTION, PROGRAMMING ADVICE, NUTRITIONAL OR DIETETIC ADVICE, PHYSICAL THERAPY, OR MEDICAL, HEALTH-CARE OR MENTAL-HEALTH SERVICES OF ANY KIND, to you or to any of your clients. We do not practice medicine or any licensed profession, and nothing in the Trainer Service is professional advice.
2. HEYFITT IS NOT A PARTY TO ANY RELATIONSHIP, AGREEMENT, SESSION, COMMUNICATION OR TRANSACTION BETWEEN YOU AND A CLIENT, A PROSPECTIVE CLIENT, A GYM MEMBER, A GYM, A COACH, OR ANY OTHER THIRD PARTY, whether arranged through the Trainer Service or otherwise, and has no control over and assumes no responsibility for any of it.
3. HEYFITT DOES NOT SCREEN, VERIFY, CERTIFY, VET, BACKGROUND-CHECK, SUPERVISE, SUPERSEDE OR OTHERWISE ASSURE ANY TRAINER, COACH, CLIENT, GYM MEMBER OR GYM. Everything you state about yourself is self-certified. Everything a client or member states about themselves is self-certified. We do not undertake any duty to verify any of it and we do not warrant its truth.
4. NO BADGE, LABEL, LISTING, RANKING, PLACEMENT, PROFILE, DOCUMENT UPLOAD OR STATUS IN THE TRAINER SERVICE IS AN ENDORSEMENT, ACCREDITATION, CERTIFICATION, RECOMMENDATION, REFERRAL OR GUARANTEE BY HEYFITT of you, your credentials, your competence, your safety record, your insurance, your compliance, or the quality or outcome of anything you provide. Where the Trainer Service shows credentials you have supplied, it shows them as your own statement, and we say so.
5. HEYFITT IS NOT AN EMERGENCY SERVICE, is not present at any session, and has no duty to provide supervision, safety measures, warnings, monitoring, screening or moderation of any kind. No feature, prompt, template, suggestion, reminder, moderation action, or enforcement decision creates any such duty.
6. HEYFITT HAS NO AFFILIATION WITH ANY GYM listed in the Trainer Service unless expressly stated in writing, and a listing does not imply the gym's awareness of, participation in, or endorsement of HeyFitt or of you.
7. HEYFITT DOES NOT GUARANTEE ANY LEAD, ENQUIRY, MEMBER, CLIENT, BOOKING, SESSION, RENEWAL, PAYMENT, REVENUE OR BUSINESS OUTCOME. Nothing in our marketing, pricing pages, onboarding, or communications is a promise of results. Any figure, projection, example or demonstration data is illustrative only.
8. THE TRAINER SERVICE IS NOT A SYSTEM OF RECORD FOR ANY LEGAL, TAX, REGULATORY, LICENSING, INSURANCE, MEDICAL OR EVIDENTIARY PURPOSE. You are responsible for keeping your own independent records, copies and backups of anything you need, including signed documents and financial records.

6. Independent Business; No Employment, Agency or Partnership

1. You are an independent business. Nothing in these Terms or in the Trainer Service creates an employment, agency, partnership, joint venture, franchise, fiduciary, staffing or exclusive relationship between you and HeyFitt, or between HeyFitt and any of your clients, Coaches, staff or contractors. You are not an employee, contractor, agent, representative, franchisee or partner of HeyFitt, and you must never represent otherwise to anyone.
2. You control your own practice. You alone set your rates, your packages, your schedule, your programming, your methods, your cancellation and refund policy, your terms with clients, where and how you work, who you work with, and whether you work at all. We exercise no direction or control over how you provide training. We do not set your prices, assign you clients, require your availability, or supervise your work.
3. No exclusivity. These Terms are non-exclusive in both directions. You may use any other platform or none. We may contract with any number of other trainers, including trainers at the same gyms, and we owe you no preference, placement, protection, territory or lead allocation of any kind.
4. Your own costs and taxes. You are solely responsible for all costs of your practice, including equipment, travel, gym rent or commission, certifications, continuing education, insurance, staff, contractors, licenses and permits. HeyFitt does not withhold or remit any tax on your behalf, does not provide workers' compensation, unemployment, disability or any benefit, and will not issue you a wage statement. You are responsible for your own federal, state, local and foreign taxes, filings and registrations arising from your practice.
5. Waiver of misclassification claims. To the fullest extent permitted by law, you waive, and will not assert, any claim against the HeyFitt Parties (defined in Section 24) for wages, overtime, minimum wage, expense reimbursement, meal or rest periods, benefits, leave, workers' compensation, unemployment insurance, employment-tax withholding, or any other claim premised on your being, or your Coaches or personnel being, an employee or statutory worker of HeyFitt. You will indemnify the HeyFitt Parties in full for any such claim, including one brought by a Coach, an employee or contractor of yours, or a government agency, as provided in Section 26.

7. Your Credentials, Qualifications and Insurance

This Section is a material inducement to HeyFitt to provide the Trainer Service to you.

1. Truthfulness. You represent and warrant that every statement you make about yourself in or through the Trainer Service is true, accurate, current and not misleading, including your legal name, your business name, your years of experience, your specialisms, your biography, your rates, your awarding body, your certification number and expiry, your insurance carrier, policy number and expiry, your qualifications, your education, your licensure, your accreditations, and any document you upload in support of any of them.
2. Genuine documents. Every document you upload is a genuine, complete and unaltered copy of a document issued to you and in force. You will not upload a forged, expired, altered, revoked, borrowed or fabricated document, and you will not present another person's credential as your own.
3. Currency and maintenance. You will keep every credential you state current, in good standing, and free of suspension, restriction, probation or revocation, and you will keep your entries in the Trainer Service accurate as they change.
4. Prompt notice of change. You will update the Trainer Service and notify us at our legal inbox within five (5) business days if any credential, license, accreditation or insurance policy you have stated lapses, is suspended, restricted, revoked, non-renewed or placed under investigation, or if you become the subject of any professional-conduct proceeding, criminal charge involving violence, fraud, dishonesty or a sexual offense, or any claim or proceeding arising from your training of a client.
5. Scope of practice and licensure. You will hold and maintain every license, registration, certification and permit that applicable law requires for the services you provide, in every jurisdiction where you provide them, and you will not provide any service that requires a license you do not hold.
6. No verification by HeyFitt. You acknowledge that HeyFitt does not check, verify, authenticate or vouch for any credential, document or statement, that anything shown to a member or client is shown as your own statement, and that any receipt, storage, display, reminder, expiry warning or status change relating to a document is an automated convenience and not a review, approval or endorsement.
7. Insurance. You will obtain and maintain at your own expense, at all times while you use the Trainer Service and for two (2) years afterwards: (a) professional liability (errors and omissions) insurance covering personal training services, and (b) commercial general liability insurance, each with limits of not less than US $1,000,000 per occurrence and US $2,000,000 in the aggregate, plus any coverage required by any gym you work at or by applicable law, written by an insurer with an A.M. Best rating of A- or better. On our request, you will provide a certificate of insurance within ten (10) days and will name Supercomplicated LLC as an additional insured on the general liability policy. Your insurance is primary and non-contributory with respect to any claim arising from your services. Maintaining insurance does not limit any obligation you owe us, and our failure to request a certificate is not a waiver.
8. Consequences. A breach of this Section is a material breach of these Terms. We may immediately suspend or terminate your account, remove or hide any credential, profile or listing, and notify affected clients, members or gyms, in each case at our sole discretion and without liability. You will indemnify the HeyFitt Parties in full for any claim arising from a statement you made about your credentials, as provided in Section 26.

8. Gyms: Authorization, Rules, Fees and Disputes

1. You must be allowed to be there. You represent and warrant that, for every gym, studio, facility or location you add to your account, list on your profile, name in a document, or train a client at, you currently hold that facility's permission or authorization to train clients there in the capacity you claim, and that your description of your relationship with it — employed by it, self-employed and renting space from it, freelance and permitted, or otherwise — is truthful and current.
2. Only gyms where you are authorized. You will list only facilities where you are genuinely authorized, and you will remove a facility from your account within five (5) business days of losing authorization, of your employment or rental arrangement ending, or of being asked by the facility to stop.
3. Their rules are yours to follow. You are solely responsible for complying with each facility's rules, policies, membership requirements, insurance requirements, scheduling rules, guest rules, equipment rules, photography and filming rules, and any exclusivity or non-solicitation obligation you owe it. You will not use the Trainer Service to solicit, poach, recruit or train in breach of any agreement you have with a facility or an employer.
4. Their money is yours to pay. Any rent, commission, revenue share, licensing fee, membership fee, day-pass fee or other amount you owe a facility is yours alone. HeyFitt does not collect, calculate, withhold, remit, guarantee or have any responsibility for it.
5. No relationship, no access. HeyFitt has no affiliation, partnership, sponsorship or agreement with any facility unless expressly stated in writing, and nothing in the Trainer Service grants, evidences or implies permission to enter or work at any facility. Gym listings are compiled from publicly available sources for informational purposes; we do not warrant their accuracy, completeness or currency. Member counts, floor activity and similar figures are estimates drawn from the Service and are not a representation about any facility.
6. Removal on objection. If a facility asks us to remove you, disputes your authorization, or objects to your listing, we may remove the facility from your account, hide or remove your profile, or suspend your account, at our sole discretion, without investigation and without liability to you.
7. Disputes are yours. Any dispute between you and a facility — over authorization, access, rent, commission, employment, non-competition, non-solicitation, injury, property, or anything else — is between you and that facility. The HeyFitt Parties are not responsible for it, are not a party to it, will not mediate it, and you release them from it under Section 25.

9. Your Clients: Safety, Supervision and Scope of Practice

YOU, AND NOT HEYFITT, ARE SOLELY AND ENTIRELY RESPONSIBLE FOR THE HEALTH, SAFETY AND WELL-BEING OF EVERY CLIENT AND PROSPECTIVE CLIENT DURING EVERY SESSION, ASSESSMENT, CONSULTATION, TRIAL, WARM-UP, COOL-DOWN AND ACTIVITY YOU CONDUCT, SUPERVISE, PROGRAM, PRESCRIBE, RECOMMEND OR ARRANGE, WHEREVER AND HOWEVER IT TAKES PLACE, WHETHER OR NOT IT WAS BOOKED, LOGGED, PROGRAMMED OR PAID FOR THROUGH THE TRAINER SERVICE.

You agree that:

1. Screening. You will conduct appropriate pre-participation health screening before a client's first session and will require medical clearance where any recognized screening standard, the client's history, or ordinary professional judgment indicates it. You will re-screen when a client's condition changes.
2. Supervision. You will provide competent instruction, cueing, spotting, load selection, progression and supervision appropriate to each client's ability, condition, age and experience, will inspect equipment and the training environment before use, and will stop a session when continuing would be unsafe.
3. Emergency readiness. You will hold and maintain current CPR and AED certification and appropriate first-aid training, will know and follow the emergency action plan of every facility where you train, and will respond to any incident as a competent professional would.
4. Scope of practice. You will not diagnose, treat, cure, prevent or manage any injury, illness, disease or condition; will not provide physical therapy, rehabilitation, chiropractic, psychological, psychiatric or medical services; will not prescribe, recommend, supply or administer any medication, drug, hormone, controlled substance or supplement; and will not provide individualized nutrition or dietetic counselling unless you separately hold every license that requires. You will refer a client to a qualified professional when their needs fall outside your scope.
5. No minors, no proxies. You will not use the Trainer Service to manage, program for, bill or communicate with any person under 18 years of age, or with any person for whom you know a guardian, conservator or other substitute decision-maker is required. HeyFitt is an adults-only service.
6. Your own conduct. You will treat every client, prospective client, gym member, Coach and facility employee with professionalism and respect. You will not harass, threaten, intimidate, stalk, defame, discriminate against, exploit or abuse anyone; will not make romantic or sexual advances toward a client, prospective client or gym member; and will not use the Trainer Service or anything you learn through it for any dating, romantic, sexual or otherwise non-professional purpose.
7. Notice of claims. You will notify us at our legal inbox within five (5) business days of any claim, demand, complaint, investigation or proceeding arising from your training of a client that names, mentions or could reasonably be expected to involve HeyFitt, and you will cooperate with us regarding it. Giving or not giving that notice creates no duty on our part, and we may act on it or not at our sole discretion.
8. Never our responsibility. You agree that no injury, illness, aggravation, disability, death, property damage, emotional harm or other loss suffered by any client, prospective client, gym member or other person in connection with your services is the responsibility of any HeyFitt Party (defined in Section 24), under any theory, including any theory that we should have screened you, verified you, warned someone, monitored something, designed the Trainer Service differently, or removed you sooner.

10. Your Agreements With Your Clients; Templates and Documents

1. The agreement is yours. Every agreement with a client — the scope of work, the rate, the package, the schedule, the notice period, the late-cancellation and no-show rules, expiry of unused sessions, the liability release, the informed consent, the intake and health history, the cancellation and refund policy, and anything else — is an agreement between you and that client. HeyFitt is not a party to it, does not draft it, does not approve it, does not enforce it, and makes no representation that it is valid, complete, enforceable or lawful anywhere.
2. Templates are a starting point, not legal advice. Any document template, generated agreement, sample clause, checklist or wording we make available is provided for convenience only, is not legal advice, and may not be suitable for your practice, your state or your client. You must have a qualified local professional review any document before you use it. You are responsible for the final content of anything you send, including any part we generated, and for keeping it current with the law.
3. Documents you upload. We do not read, review, check, approve or verify what your documents say. You represent that you have all rights necessary to use and send every document you upload, and that it does not infringe or violate any third party's rights or any law.
4. Signing. Electronic signature, tick-box and acknowledgment features are provided as a convenience. We do not warrant that any signature, acknowledgment or record captured through the Trainer Service satisfies any particular legal requirement, is admissible, or will be found enforceable, and we are not responsible for the loss, corruption, unavailability or repudiation of any signed record. You must keep your own independent copies of every executed document.
5. Your paperwork is your defense. You acknowledge that the adequacy of your waivers, consents, screening forms and agreements is your professional responsibility, that no feature of the Trainer Service is a substitute for it, and that any shortcoming in it is never a HeyFitt Party's responsibility.

11. Payments Between You and Your Clients; Stripe; Fees Stripe Charges You

READ THIS SECTION CAREFULLY. IT DESCRIBES WHO OWNS THE MONEY AND WHO CARRIES THE RISK.

1. You own the billing relationship, entirely. Your clients are your customers. You are the seller of record and the merchant of record for everything you sell them. You alone set prices, issue invoices, take payment, grant credit, give refunds, handle cancellations, and collect what you are owed. HeyFitt is not a party to any transaction between you and a client and has no responsibility for it in any way.
2. Stripe is yours, not ours. Client payments run through a Stripe account that you own and control, opened by you directly with Stripe under Stripe's own agreements. Your customers, invoices, subscriptions, payment methods, balances and payouts live on your Stripe account. Your relationship with Stripe is governed by the Stripe Services Agreement and Stripe's Connected Account Agreement between you and Stripe, not by these Terms. You must read, accept and comply with them and with all card-network and bank rules. If Stripe's terms and these Terms conflict as to your Stripe account, Stripe's terms govern that account.
3. What HeyFitt provides is a technical integration. We provide software that, on your instruction and on your behalf, asks Stripe to create customers, invoices, subscriptions, payment links and similar objects on your account, and that reads back the status Stripe reports. That is the whole of our role. HeyFitt is not a payment processor, payment facilitator, money transmitter, money services business, bank, escrow agent, trustee, collection agency, factor, guarantor, insurer or merchant of record. No client money is ever held, received, routed, controlled or owed by HeyFitt.
4. Stripe's fees are yours, and are separate from what you pay HeyFitt. Stripe charges you its own fees, which may include payment-processing fees, per-transaction fees, connected-account fees, subscription and invoicing fees, currency-conversion fees, instant-payout fees, payout fees, dispute and chargeback fees, refund handling, account fees, and any other amount Stripe or a card network imposes (collectively, "Stripe Fees"). Stripe Fees are set by Stripe, charged by Stripe to your Stripe account, and are entirely separate from and additional to every amount you pay HeyFitt under Section 12. HeyFitt does not set, collect, receive, share in, control, discount, waive, reimburse, offset or have any visibility into or responsibility for Stripe Fees. Stripe Fees do not reduce, offset, credit or excuse any HeyFitt subscription fee or other HeyFitt fee, and no HeyFitt fee is refundable or adjustable because of them.
5. No cut today is not a promise forever. As of the effective date of these Terms, HeyFitt does not take an application fee, commission or percentage out of a client payment. That is a current commercial choice, not a commitment. We may introduce an application fee, transaction fee, per-payment fee or other charge in the future on notice as provided in Section 12.7, and your continued use after it takes effect is your agreement to it.
6. Everything that can go wrong with a client payment is yours. You are solely responsible, at your own cost, for: the accuracy of every invoice, amount, rate, session count and description; delivering what a client paid for; all refunds, credits, price adjustments, cancellations and pro-rations; all chargebacks, disputes, reversals, retrievals and card-network claims, including the fees they carry; fraudulent, unauthorized, failed, duplicated, delayed or reversed payments; any negative balance on your Stripe account; your payout schedule, payout destination and bank details; Stripe's identity, KYC, underwriting, risk, hold, reserve, freeze, suspension and termination decisions; and all taxes on your client revenue, including sales, use, service, VAT, GST, income and self-employment tax, together with all registrations, collection, invoicing, remittance, reporting and information returns.
7. Cancelling a client's payment is not something we can do. A subscription or charge on your Stripe account can be stopped by you, or by the client through Stripe's own billing page where you have configured one. HeyFitt cannot cancel, refund, reverse, pause, reduce or stop any charge on your Stripe account, and will not attempt to. If a client asks us to stop a charge, we will tell them to contact you and Stripe. You are responsible for honoring your own cancellation and refund terms promptly, and for any consequence of not doing so.
8. Accuracy of what we show you. Invoice status, payout figures, revenue reporting, fee and net amounts, and similar information in the Trainer Service are derived from what Stripe reports to us and may be delayed, incomplete, out of date, or wrong. They are for convenience only and are not an accounting record, a statement of account, tax advice, or a representation that any payment has been made, received, cleared or will clear. Stripe's own records govern. You must reconcile against Stripe and your bank, and you may not rely on the Trainer Service for any financial, tax or legal purpose.
9. Disputes with clients are yours. Any dispute with a client about money — price, scope, quality, refunds, expiry, no-shows, chargebacks, collection, anything — is between you and the client. The HeyFitt Parties will not mediate, arbitrate, decide, reverse, fund or make good any of it, and you release them from all of it under Section 25.
10. If we are drawn in, you pay. If any HeyFitt Party incurs any loss, fee, fine, penalty, assessment, reserve, chargeback, refund, tax, claim or expense (including attorneys' fees) in connection with a payment between you and a client, your Stripe account, or your compliance with Stripe, card-network, tax or money-transmission rules, you will reimburse and indemnify it in full under Section 26, and we may set that amount off against anything we owe you.

12. Payments From You to HeyFitt: Plans, Trial, Fees and Taxes

1. Subscription. Access to the Trainer Service requires a paid plan. Plans, their prices, and the client and location limits they carry are shown in the Trainer Service and in your account, and are part of these Terms. Fees are stated in U.S. dollars and are billed monthly or annually in advance, as you select, and renew automatically for successive periods at the then-current rate until cancelled as provided in Section 20.
2. Free trial. Where we offer a free trial, you must provide a valid payment card at sign-up. Unless you cancel before the trial ends, we charge the card for your selected plan on the day the trial ends and on each renewal thereafter. One trial per trainer and per practice. We may change, shorten, withdraw or refuse a trial at any time, for any reason, without liability.
3. Authorization to charge. You authorize HeyFitt and its payment processor to charge your card or other payment method on file for all amounts due, without further notice or consent, and to update card details through automatic card-updater services. You will keep a valid payment method on file at all times and will promptly update it on expiry or replacement. Card data is captured and held by our payment processor; HeyFitt stores only non-sensitive details such as the brand and last four digits.
4. Plan limits and additional fees. Plans carry limits on the number of clients and locations. Exceeding a limit requires an upgrade, and we may refuse the action, prompt you to upgrade, or bill the applicable overage. Where a plan states a per-client or other usage charge beyond an included allowance, that charge is additional to the plan price and is billed in arrears. Any add-on, overage, usage, integration, support, setup, reactivation or other fee we state is additional to your plan fee, and all of them are separate from and additional to the Stripe Fees described in Section 11.4.
5. No refunds. All amounts you pay HeyFitt are non-refundable, in whole and in part, and are not creditable or transferable, including for unused time, unused allowances, downgrades, suspensions, terminations, dissatisfaction, a period in which you did not use the Trainer Service, or a client who did not pay you. This does not limit any refund right that cannot be excluded under applicable law.
6. Late payment, failed payment, suspension. If a charge fails or an amount is overdue, we may retry the charge, and after the grace period shown in the Trainer Service we may restrict your account to read-only, suspend it, downgrade it, or terminate it, in each case without liability. Overdue amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid, and you will reimburse our costs of collection, including reasonable attorneys' fees and agency fees. We may also set off any amount you owe us against any amount we owe you.
7. Price changes, and charging for what is free today. We may change plan prices, limits, allowances, fee structures and the composition of plans, and we may begin charging for any feature that is included at no additional cost today, whether by moving it into a higher plan, making it an add-on, or pricing it separately. Nothing obliges us to keep any feature free, included, or available at all. For a change that increases the recurring amount you pay, we will give at least thirty (30) days' notice by email or in the Trainer Service, and the change takes effect at your next renewal. Your continued use after the change takes effect is your acceptance of it. If you do not agree, your sole and exclusive remedy is to cancel before the change takes effect.
8. Taxes. All fees are exclusive of taxes. You are responsible for all sales, use, excise, value-added, goods-and-services, withholding and similar taxes, duties and levies imposed on your purchase of the Trainer Service, other than taxes on HeyFitt's net income. If we are required to collect such a tax, we will add it to your invoice. If you are required to withhold any amount, you will gross up so that we receive the full amount due.
9. Billing disputes. You must notify us in writing of any disputed charge within sixty (60) days of the charge, or you waive the dispute. Disputing a charge does not relieve you of the obligation to pay undisputed amounts. Initiating a chargeback against HeyFitt instead of following this process is a material breach, and we may suspend or terminate your account and recover the chargeback amount and associated fees from you.
10. Coaches. The practice owner is responsible for all fees for the practice, including for every Coach on it. Coaches have no separate plan, card or Stripe account under the owner's practice.

13. Client Data, Health Information and Privacy

1. You control your client data. Client records you create or upload — contact details, intake and health history responses, injuries and conditions, body metrics, session logs, notes, documents and signed forms ("Client Data") — are your practice's records. As between you and HeyFitt, you are the controller and owner of Client Data and are solely responsible for it: for its accuracy, for the lawfulness of collecting it, for giving whatever notices are required, for obtaining and documenting every consent and authorization required, for honoring your clients' rights and requests, for retention and deletion, and for its security outside the Trainer Service.
2. HeyFitt's role. We process Client Data as a service provider and processor, solely to provide, secure, support, maintain and improve the Trainer Service, to comply with law, and as described in our Trainer Privacy Policy, whose Section 5 is the data processing agreement between us and governs Client Data. We may also create and use de-identified and aggregated data derived from use of the Trainer Service for any lawful purpose, including analytics, benchmarking, security, and developing and improving our products, features and models; such data is not Client Data and is owned by HeyFitt.
3. Your representations. You represent and warrant that you have, and will maintain, all rights, consents, authorizations and lawful bases required to collect Client Data, to enter it into the Trainer Service, to have us process it, and to send communications to every address you enter. You represent that every person whose contact details you enter is at least 18 and has agreed to be contacted by you.
4. HIPAA and regulated data. The Trainer Service is not designed for, and must not be used to create, receive, transmit or store, protected health information subject to HIPAA. HeyFitt is not a business associate and will not enter into a business associate agreement. You will not upload or enter: information subject to HIPAA as PHI; Social Security or other government identification numbers; payment card numbers or bank account numbers; biometric identifiers; information about anyone under 18; or any special-category, sensitive or regulated data beyond what a field in the Trainer Service expressly requests. If you do, you do so in breach of these Terms and at your sole risk, and you indemnify us for it.
5. Security. We maintain reasonable technical and organizational measures appropriate to a service of this kind. We do not warrant that the Trainer Service is secure, or that Client Data cannot be accessed, altered, disclosed, lost or destroyed, and Section 23 applies. You are responsible for your own devices, accounts, sign-in security, Coach access decisions, and for exporting and backing up anything you need to keep.
6. Compliance is yours. You are responsible for your own compliance with every privacy, health-information, consumer-protection, record-keeping and data-protection law that applies to your practice. Where such a law requires a written agreement between us that we have not signed, you must not use the Trainer Service for data subject to it.

14. Member Information, the Gym Floor, and Confidentiality

1. Limited purpose. The Trainer Service may show you information about gym members at the facilities you are attached to, including public journal entries on the gym floor, enquiries, leads, messages, and names and profile details. That information is shown to you only so that you may provide training services through the Trainer Service, only while you remain attached to the relevant facility, and only to the extent the member has chosen to share it.
2. What you may not do with it. You will not, and will not permit anyone to: export, copy, scrape, harvest, index, store outside the Trainer Service, sell, rent, share, publish or otherwise disclose member information; add a member to any mailing list, CRM, advertising audience or database outside the Trainer Service without that member's separate, informed, documented consent; contact a member outside the Trainer Service other than as the member has agreed; use member information for any purpose other than the training relationship; or use any data or content from the Trainer Service to develop or train any machine-learning, artificial-intelligence or similar system.
3. Confidentiality. You will treat member information, Client Data belonging to another practice, non-public features, pricing not generally published, and any other non-public information you learn through the Trainer Service as confidential, will protect it with at least reasonable care, and will disclose it only to personnel with a need to know who are bound to equivalent obligations. This obligation survives termination.
4. On the way out. When your access to a facility's floor ends, when a client relationship ends, or when your account ends, you will stop using the information you obtained through it except as you are independently entitled to as part of your own client records, and you will delete it on our written request.
5. Client records you keep. Nothing in this Section prevents you from keeping and using the records of your own clients that you independently created, subject to Section 13.

15. Messaging, Email and Outbound Communications

1. You are the sender. Messages, invitations, documents, reminders, receipts, enquiry replies and other communications you send through the Trainer Service are your communications and your responsibility, even though they are delivered from HeyFitt's sending infrastructure and may carry HeyFitt branding.
2. Consent and law. You represent that you have the required consent or an applicable exemption for every recipient, and you will comply with all laws governing electronic and telephone communications, including the CAN-SPAM Act, the Telephone Consumer Protection Act, state mini-TCPA and telemarketing statutes, CASL, and their equivalents. You will honor opt-outs promptly.
3. No spam. You will not send unsolicited bulk messages, purchase or import lists, send to addresses you did not collect yourself in the course of your practice, misrepresent who you are, or use the Trainer Service for advertising, recruitment, multi-level marketing, affiliate marketing, or the promotion of supplements, drugs, devices or any other product or service unrelated to the training you provide.
4. Limits and controls. Sending is subject to daily limits and other controls, which we may set, change, throttle or enforce at any time. We may delay, block, refuse, or stop any message, and may suspend your sending or your account, at our sole discretion, without notice and without liability. Closed accounts send nothing.
5. Consequences of abuse. You are responsible for all complaints, blocklistings, deliverability harm, regulatory action, fines and damages arising from your sending, including harm to HeyFitt's own sending reputation, and you indemnify the HeyFitt Parties for them under Section 26.

16. Your Content; License to HeyFitt; Feedback

1. What it covers. "Trainer Content" means everything you submit to the Trainer Service, including your profile, biography, photographs, rates, packages, programs, routines, custom exercises, templates and documents, notes, session logs, messages and Client Data you enter.
2. You keep it. You retain ownership of your Trainer Content.
3. License to us. You grant HeyFitt a worldwide, non-exclusive, royalty-free, fully paid, sublicensable (to our service providers) and transferable license to host, store, cache, reproduce, adapt for technical display, transmit, publish, display and distribute your Trainer Content for the purposes of operating, providing, securing, supporting, moderating, improving and promoting the Trainer Service and HeyFitt, including displaying your public profile, your credentials as you stated them, and your packages to gym members, clients and search engines. This license continues after your account ends to the extent necessary for backup, security, moderation, enforcement, dispute resolution and legal compliance, and indefinitely for de-identified and aggregated data. To the fullest extent permitted by law, you irrevocably waive any moral rights, rights of attribution or integrity and similar rights in your Trainer Content with respect to uses permitted by this license.
4. Your representations. You represent and warrant that you own or have all rights necessary to submit your Trainer Content and to grant this license; that it is accurate and not misleading; that you have the consent of every identifiable person appearing in any photograph or video you upload; and that it does not infringe or violate any third party's rights or any law.
5. Publicity. You grant us the right to use your name, business name, profile photograph and public profile content to identify you as a trainer who uses HeyFitt, in the Service and in our marketing. You may withdraw this permission for future marketing uses by writing to our legal inbox.
6. No obligation to keep it. We may remove, restrict, hide or refuse any Trainer Content at our sole discretion, and we are not responsible for the loss, deletion or unavailability of any Trainer Content. Keep your own copies.
7. Feedback. If you send us ideas, suggestions, feature requests or feedback, you assign to us all rights in it and agree we may use it without restriction, attribution or compensation.

17. HeyFitt's Intellectual Property; Your License to Use the Trainer Service; Templates

1. Ours stays ours. The Trainer Service, including its software, design, user interface, text, graphics, logos, trademarks, documentation, exercise library content we supply, document templates we supply, and all related intellectual property (excluding Trainer Content and third-party content), is owned by HeyFitt or its licensors and is protected by intellectual-property law. All rights not expressly granted are reserved.
2. Your license. Subject to these Terms and to payment of all fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Trainer Service for the internal business purposes of your own personal training practice for the term of your subscription.
3. Template license. Document templates we supply are licensed to you solely to adapt and send to your own clients in the ordinary course of your practice. You may not resell, redistribute, sublicense, publish, share outside your practice, or offer them as part of any product or service, and you may not remove any notice we include. This license ends when your account ends.
4. Restrictions. You will not, and will not permit anyone to: copy, modify, translate or create derivative works of the Trainer Service; reverse engineer, decompile or disassemble it or attempt to derive its source code or underlying ideas; access it to build, train or benchmark a competing or similar product or service; rent, lease, lend, resell, time-share or provide it as a service bureau; remove or obscure any proprietary notice; use any robot, spider, scraper, crawler or automated means to access or extract from it; circumvent or test any security, rate limit, access control or plan limit; introduce malicious code; or perform any load, penetration or vulnerability testing without our prior written consent.

18. Prohibited Conduct

In addition to everything else in these Terms, you will not, and will not attempt to, or permit anyone to:

1. Make any false, misleading or unsubstantiated statement about your credentials, qualifications, licensure, insurance, experience, employment, gym authorization, results, clients or affiliations;
2. Represent that HeyFitt employs, engages, endorses, certifies, verifies, screens, supervises, insures, guarantees, backs or is otherwise responsible for you, your practice or your services;
3. Use the Trainer Service in violation of any gym's rules or of any agreement you have with a gym, employer or third party;
4. Harass, threaten, intimidate, stalk, defame, discriminate against or harm any person, or encourage anyone to do so;
5. Make romantic or sexual advances toward, or solicit dates, hookups or commercial sexual services from, any client, prospective client or gym member;
6. Provide any service outside your scope of practice or licensure, or supply, recommend or administer any medication, drug, hormone, controlled substance or prohibited performance-enhancing substance;
7. Post or send content that is unlawful, obscene, pornographic, hateful, discriminatory, violent, deceptive, or that infringes any intellectual-property, privacy or publicity right;
8. Solicit passwords, financial information or payment outside the arrangement described in Section 11, or engage in fraud, deceptive practices or unfair competition;
9. Use the Trainer Service to provide services to, or as a front for, another person who is not authorized to use it, including anyone we have previously removed;
10. Create multiple accounts, use another person's account, share your account, or register after a suspension or termination;
11. Interfere with, disrupt, overburden or degrade the Trainer Service, or bypass any limit, filter, throttle or access control;
12. Use the Trainer Service in violation of any applicable law, regulation, professional standard or these Terms.

This list is illustrative, not exhaustive.

19. Moderation, Reporting, Investigation and Enforcement

We may, but are under no obligation to, monitor, review, screen, investigate or moderate the Trainer Service, Trainer Content, Client Data, communications, credentials, documents or conduct. We may investigate any report or concern, take or decline to take any action, and suspend, restrict, downgrade, hide, delist, unpublish or terminate any account, profile, listing, document or content, at our sole discretion, with or without notice or explanation, and without liability to you or anyone else. We may retain records relating to reports, investigations, enforcement actions and terminated accounts, including information sufficient to prevent removed trainers from re-registering, and may disclose information to law enforcement, regulators, gyms, insurers, clients, members or others where we believe in good faith that it is appropriate or required. By using the Trainer Service you expressly consent to HeyFitt accessing, storing, monitoring and reviewing your account, Trainer Content and communications for the purposes described in these Terms and the Trainer Privacy Policy. Any action we take, and any action we decline to take, is at our sole discretion and creates no duty, standard, precedent or expectation.

20. Term; Cancellation; Suspension; Termination; What Happens to Your Data

1. Term. These Terms apply from the moment you create a trainer account or accept an invitation, and continue until your account is closed.
2. Your cancellation. You may cancel your plan or close your account at any time from Settings. Cancellation takes effect at the end of the period you have already paid for; you keep access until then, and no fees are refunded. Cancelling during a free trial before it ends means the card on file is not charged and is deleted unused.
3. Read-only on non-payment. If payment fails or an amount is overdue, we may place your account in a read-only state in which your records remain visible but nothing can be created, changed, sent or charged, and we may keep it there until payment is made.
4. Our suspension and termination. We may suspend, restrict or terminate your account or any part of your access at any time, at our sole discretion, for any reason or no reason, with or without notice or explanation, and without liability to you or any third party, including for any breach or suspected breach of these Terms. For a material breach — including any breach of Sections 7, 8, 9, 11, 13, 14, 15 or 18 — termination may be immediate.
5. Effect of termination. Your license to use the Trainer Service ends immediately. Any Stripe account, client agreement, client obligation, tax obligation or gym obligation of yours is unaffected and remains entirely yours. Any prepaid fees are forfeited, and any amount you owe becomes immediately due.
6. Your data after closure. Export anything you need before closing your account. After an account closes, programs, private notes and credential documents are retained for thirty (30) days and then deleted; client, group and invoice records are retained as records of what happened; and client rows no longer point to a trainer. We may delete any data at any time after that, and we have no obligation to retain, restore, export or produce anything once deleted. Backups and legally required records may persist for longer.
7. Survival. Sections 1 through 19 and 21 through 32, together with this Section 20 and every other provision that by its nature should survive, survive termination.

Discontinuation: notice, export, and refunds. Where we discontinue the Trainer Service or a part of it generally, we will give notice we consider reasonable in the circumstances, and we may act with immediate effect and without notice where we consider it necessary, including to address a security, safety, legal, regulatory, fraud or abuse risk, to respond to a third party we depend on, or where notice is not practicable. Before access ends we will make a reasonable effort to offer you a way to export your practice data — your clients, sessions, notes, programmes and documents — in a commonly used, machine-readable format, except where we cannot practicably do so or where disclosure would compromise a third party. Section 12.5 continues to apply: amounts paid to HeyFitt are non-refundable. Where we discontinue a paid feature mid-term and you have paid in advance for a period we do not supply, we may at our discretion credit or refund the unsupplied part; any such credit or refund is limited to the amount you actually paid and is our entire liability for the discontinuation.

21. Changes to the Trainer Service; Betas; Availability

We may modify, add, remove, suspend or discontinue the Trainer Service or any feature, plan, limit, template, integration or availability, in whole or in part, temporarily or permanently, at any time, with immediate effect, with or without notice, and we will have no liability to you or any third party for doing so. Features identified as beta, preview, trial, early access or experimental are provided as-is for evaluation, may be changed or withdrawn at any time, may be unstable or unsupported, and carry no warranty, service level or support commitment whatsoever. We do not promise any level of availability, uptime, performance, response time, data durability or support, and we are not liable for downtime, maintenance, degradation, data loss, delay, or any failure of a third-party service.

22. Third-Party Services

The Trainer Service integrates with and links to third-party services, including Stripe, email delivery providers, authentication providers, calendar services, mapping and gym-data sources, and analytics and error-reporting providers. We do not control and are not responsible for any third-party service, its content, its terms, its pricing, its availability, its security or its acts and omissions, and a link or integration is not an endorsement. Your use of a third-party service is at your own risk and is governed by that provider's own terms, which you are responsible for reading and complying with. A failure, outage, change, error, suspension, security incident or decision by a third-party provider — Stripe above all — is not a breach by HeyFitt and creates no liability for any HeyFitt Party.

23. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TRAINER SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THE HEYFITT PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, THE HEYFITT PARTIES MAKE NO WARRANTY AND ASSUME NO RESPONSIBILITY REGARDING: (A) THE CONDUCT, IDENTITY, STATEMENTS, CREDENTIALS, SOLVENCY, HEALTH, BACKGROUND, INTENTIONS OR SUITABILITY OF ANY CLIENT, PROSPECTIVE CLIENT, GYM MEMBER, COACH, GYM OR THIRD PARTY; (B) THE ACCURACY, COMPLETENESS OR LEGAL SUFFICIENCY OF ANY TEMPLATE, GENERATED DOCUMENT, SIGNATURE RECORD, GYM LISTING, INVOICE FIGURE, PAYOUT FIGURE, REVENUE REPORT OR OTHER CONTENT; (C) WHETHER THE TRAINER SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT DATA WILL NOT BE LOST OR CORRUPTED; (D) ANY LEAD, ENQUIRY, CLIENT, BOOKING, PAYMENT, REVENUE OR BUSINESS RESULT; OR (E) THE ACTS, OMISSIONS, FEES, DECISIONS OR AVAILABILITY OF STRIPE OR ANY OTHER THIRD-PARTY PROVIDER. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED FROM HEYFITT CREATES ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

24. Limitation of Liability

For purposes of these Terms, the "HeyFitt Parties" means Supercomplicated LLC and its owner(s), officers, directors, members, managers, employees, contractors, agents, affiliates, licensors, service providers, successors and assigns.

TO THE FULLEST EXTENT PERMITTED BY LAW:

1. NO INDIRECT DAMAGES. IN NO EVENT WILL THE HEYFITT PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST CLIENTS, LOST LEADS, LOST BUSINESS, LOST GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THE TRAINER SERVICE OR THESE TERMS, UNDER ANY THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. NO LIABILITY FOR THIRD PARTIES OR FOR YOUR PRACTICE. IN NO EVENT WILL THE HEYFITT PARTIES BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO: THE CONDUCT, ACTS OR OMISSIONS OF ANY CLIENT, PROSPECTIVE CLIENT, GYM MEMBER, COACH, GYM, EMPLOYER, INSURER, REGULATOR, STRIPE OR OTHER THIRD PARTY; ANY INJURY, ILLNESS, DISABILITY OR DEATH SUFFERED BY ANY PERSON IN CONNECTION WITH TRAINING, EXERCISE OR PHYSICAL ACTIVITY; ANY PAYMENT, NON-PAYMENT, REFUND, CHARGEBACK, FEE, HOLD, RESERVE, PAYOUT, TAX OR ACCOUNT DECISION INVOLVING YOUR STRIPE ACCOUNT; ANY DOCUMENT, WAIVER, CONSENT, AGREEMENT OR SIGNATURE RECORD; ANY LOSS OF ACCESS TO A GYM OR TO ANY FACILITY; OR ANY SUSPENSION, TERMINATION, REMOVAL, DELISTING OR MODIFICATION WE MAKE UNDER THESE TERMS.
3. CAP. THE AGGREGATE LIABILITY OF THE HEYFITT PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE TRAINER SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU ACTUALLY PAID HEYFITT IN SUBSCRIPTION FEES IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US $100). FOR THE AVOIDANCE OF DOUBT, AMOUNTS PAID BY YOU OR YOUR CLIENTS TO STRIPE, AND AMOUNTS PAID BY YOUR CLIENTS TO YOU, ARE NOT AMOUNTS PAID TO HEYFITT AND DO NOT INCREASE THIS CAP.

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH THE TRAINER SERVICE IS TO STOP USING IT AND CLOSE YOUR ACCOUNT. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU WAIVE ANY RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF THAT WOULD ENJOIN, RESTRAIN OR INTERFERE WITH THE OPERATION OF THE TRAINER SERVICE, AND YOU AGREE THAT YOUR CLAIMS ARE LIMITED TO CLAIMS FOR MONEY DAMAGES, SUBJECT TO THE LIMITS IN THIS SECTION.

THE LIMITATIONS IN THIS SECTION ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN YOU AND HEYFITT, APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND APPLY IN THE AGGREGATE ACROSS ALL CLAIMS AND ALL HEYFITT PARTIES RATHER THAN PER CLAIM OR PER PARTY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU; IN THOSE JURISDICTIONS, THE HEYFITT PARTIES' LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW.

25. Release of Claims

To the fullest extent permitted by applicable law, you hereby release, waive and forever discharge the HeyFitt Parties from and against any and all claims, demands, damages (actual, consequential or otherwise), losses, liabilities, costs and causes of action of every kind and nature, known and unknown, suspected and unsuspected, arising out of or in any way connected with: (a) any dispute between you and a client, prospective client, gym member, Coach, employee, contractor, gym, facility, employer, insurer or other third party; (b) the acts or omissions of any such person, whether occurring on or off the Trainer Service; (c) any session, training, assessment or physical activity, and any injury, illness, disability or death arising from it; (d) any payment, non-payment, refund, chargeback, dispute, fee, hold, reserve, payout, tax or account decision involving your Stripe account or any client transaction; (e) any loss of, denial of, or dispute about access to any gym or facility; and (f) any document, waiver, consent, agreement or signature record used in your practice. To the fullest extent permitted by applicable law, this release extends to claims premised on the alleged negligence of any HeyFitt Party, including alleged negligent screening, negligent verification, negligent monitoring or moderation, negligent misrepresentation, negligent design or operation of the Trainer Service, failure to verify any statement, failure to warn, and failure to suspend or remove anyone.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." If you reside in another jurisdiction with a comparable statute, you waive its protections to the extent permitted by law.

Nothing in this Section releases the HeyFitt Parties from liability that cannot be released under applicable law.

26. Indemnification

You agree to indemnify, defend and hold harmless the HeyFitt Parties from and against any and all claims, demands, actions, investigations, proceedings, damages, judgments, awards, settlements, fines, penalties, assessments, losses, liabilities, costs and expenses (including reasonable attorneys' fees and the cost of responding to subpoenas and regulatory inquiries) arising out of or relating to:

1. Your services, your practice, your business, your personnel and your Coaches;
2. Any injury, illness, aggravation, disability, death, property damage or emotional harm suffered by any client, prospective client, gym member or other person in connection with training, exercise or physical activity you conducted, supervised, programmed, prescribed, recommended or arranged;
3. Any statement you made or document you supplied about your credentials, qualifications, licensure, insurance, experience, employment or gym authorization, and any failure to hold or maintain any of them;
4. Any dispute with, claim by, or obligation to any gym, facility, employer, landlord or franchisor, including access, rent, commission, non-competition and non-solicitation claims;
5. Any payment matter involving your clients or your Stripe account, including refunds, chargebacks, reversals, fees, fines, penalties, reserves, negative balances, taxes, collection, card-network or bank claims, and any claim that HeyFitt was a party to, processor of, or responsible for a client payment;
6. Your agreements, waivers, consents, intake forms, policies and documents, and any claim that they were absent, inadequate, unlawful or unenforceable;
7. Client Data and member information, including any privacy, health-information, consent, notice, retention, security or data-protection claim, and any claim arising from data you were not permitted to enter under Section 13.4;
8. Any communication you sent or caused to be sent, including any CAN-SPAM, TCPA, telemarketing, anti-spam or deliverability claim;
9. Your Trainer Content, and any claim that it infringes or violates any third party's rights;
10. Any claim by you, a Coach, or any of your personnel, or by any government agency, that any of you is or was an employee, joint employee or statutory worker of any HeyFitt Party;
11. Your breach of these Terms or of any representation or warranty in them, your violation of any law, professional standard or third-party right, and your use or misuse of the Trainer Service.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate fully with our defense. You may not settle any such matter, or make any admission, without our prior written consent. Your indemnity obligations are not limited by Section 24 and are not capped. This Section survives termination.

27. Dispute Resolution — Arbitration Agreement and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION, AND LIMITS THE RELIEF AVAILABLE TO YOU. THIS IS A COMMERCIAL AGREEMENT BETWEEN BUSINESSES, AND THERE IS NO OPT-OUT.

1. What counts as a Dispute. A "Dispute" is any disagreement, controversy or claim arising out of or relating in any way to the Trainer Service, these Terms or any prior version of them, our Trainer Privacy Policy, any communication you receive from or through HeyFitt, or your relationship with HeyFitt — including claims relating to your clients, your Coaches, your gyms, your credentials, your content and your payments. A Dispute includes a claim that was not known or asserted when you first became subject to these Terms, a claim arising out of facts that occurred before these Terms or any prior version of them existed, and a claim that arises after your account or these Terms have terminated.
2. Informal resolution is a condition precedent. Before commencing arbitration or filing in small claims court, you and HeyFitt each agree to attempt in good faith to resolve the Dispute informally for at least sixty (60) days. To start that period, the initiating party must send the other a written, individualized notice of the Dispute (to us: our legal inbox, or by mail to Supercomplicated LLC, Attn: Legal, PO Box 43, Winchester, MA 01890) stating the claimant's name, mailing address, email address and telephone number; the name and contact details of counsel, if any; a description of the Dispute; and the specific relief sought. The notice must be signed personally by the claimant — by you, or by an authorized officer of HeyFitt. Either party may then require a telephone or video conference, and if one is required, both parties must personally participate; counsel may attend as well. That conference is individualized: a separate conference is held each time a Dispute is initiated, even where the same counsel, law firm, group of law firms or organization represents or assists multiple claimants, and claimants may not be combined into one conference unless every party agrees. Any applicable statute of limitations and filing deadline is tolled while this period runs. Completing this process is a precondition to arbitration, and an arbitration demand filed without it may be dismissed or stayed on either party's request.
3. Agreement to arbitrate. Except as Section 27.4 provides, you and HeyFitt agree that every Dispute will be resolved exclusively by final and binding arbitration on an individual basis, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, as supplemented where applicable by the AAA's rules or supplementary procedures for multiple or mass filings, and as modified by this Section. These Terms evidence a transaction in interstate commerce, and the Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this arbitration agreement notwithstanding Section 28. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator is bound by these Terms and applicable law and may not award any relief inconsistent with these Terms, including Section 24. If the AAA is unavailable or declines to administer the arbitration in accordance with this Section, the parties will agree on an alternative administrator, and failing agreement a court may appoint one.
4. Exceptions. Either party may (a) bring an individual claim in small claims court if the claim qualifies and remains there, and (b) seek injunctive or other equitable relief in court for infringement or misuse of intellectual-property rights, breach of confidentiality, or unauthorized access to the Trainer Service.
5. Jury waiver. YOU AND HEYFITT EACH WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BEFORE A JUDGE OR JURY. There is no judge or jury in arbitration, and court review of an arbitration award is very limited.
6. Waiver of class and other non-individualized relief. YOU AND HEYFITT MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT ON A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking it and only to the extent necessary to provide relief warranted by that party's own claim, and may not consolidate or preside over any representative proceeding. Nothing in this Section 27.6 limits Section 27.9. Only a court, not the arbitrator, may decide whether this Section 27.6 is enforceable. If a final decision not subject to further appeal holds this Section 27.6 invalid or unenforceable as to a particular claim or request for relief, that claim or request for relief (and only that one) is severed from the arbitration and may be brought in the courts named in Section 28; a claim severed this way may not proceed in litigation and is stayed until every Dispute between the parties that remains in arbitration is finally resolved. All other Disputes remain in arbitration or small claims court.
7. The Demand, and counsel's certification. A party commencing arbitration must serve a written demand stating: the claimant's name, mailing address, email address and telephone number, and the email address on the account; the legal claims asserted and the facts they rest on; the relief sought, with an accurate, good-faith calculation of the amount in controversy in U.S. dollars; a statement certifying that the informal-resolution process in Section 27.2 was completed; and a statement certifying that the claimant will pay any filing fee required of it. Where the claimant is represented, counsel must also sign the demand, and by signing certifies — to the best of counsel's knowledge, information and belief, formed after an inquiry reasonable under the circumstances, and to the standards of Federal Rule of Civil Procedure 11(b) — that the demand is not presented for any improper purpose, that the legal contentions are warranted, and that the factual and damages contentions have evidentiary support ("Counsel's Certification").
8. The arbitrator. The arbitrator will be a retired judge or an attorney licensed to practice in the Commonwealth of Massachusetts, selected by agreement of the parties from the administrator's roster. If the parties have not agreed within thirty-five (35) days of the demand, the administrator appoints the arbitrator under its rules — and where Section 27.9 applies, the administrator appoints an arbitrator for each batch without soliciting input from any party, subject to a party's right to object to that appointment.
9. Batch arbitration. If twenty-five (25) or more demands of a substantially similar nature are filed against HeyFitt by or with the assistance of the same counsel, law firm, group of law firms or organization within a reasonably proximate period — for example, ninety (90) days — the parties agree that the administrator will (a) administer the demands in batches of up to one hundred (100) (or, where between 25 and 99 demands are filed, in a single batch, with any remainder after batching forming a final batch); (b) appoint one arbitrator per batch; and (c) resolve each batch on a consolidated basis with one set of filing and administrative fees, one procedural calendar, one hearing if any, and one final award granting each individual claimant whatever relief the arbitrator determines that claimant is entitled to. Batches are administered concurrently so far as possible. Demands are of a "substantially similar nature" where they arise out of the same event or factual scenario, raise the same or similar legal issues, and seek the same or similar relief. If the parties disagree about whether this Section applies, the administrator will appoint a procedural or emergency arbitrator to decide that question on an expedited basis, and HeyFitt will pay that arbitrator's fees. This Section does not authorize or create a class, collective or representative arbitration of any kind, and nothing in it prevents any party from participating in an arbitration administered under it, or in a class-wide or mass settlement.
10. Fees, sanctions and offers. Filing, administration and arbitrator fees are governed by the administrator's fee schedules for commercial disputes, and each party bears its own attorneys' fees except where a statute, the administrator's rules or these Terms provide otherwise. If a party files in court a claim subject to arbitration and the other party successfully compels arbitration, the party that filed in court will reimburse the other's reasonable costs and attorneys' fees incurred in compelling arbitration, to the extent permitted by law. Where an arbitrator determines, after a reasonable opportunity to respond, that a claim, counterclaim, defense or course of conduct was frivolous, was brought for an improper purpose, or was not brought consistently with Counsel's Certification and the standards of Federal Rule of Civil Procedure 11(b), the arbitrator shall impose sanctions as part of the award, including ordering the party that commenced the arbitration to reimburse the responding party for all filing, administrative and arbitrator fees it incurred. In addition, at least fourteen (14) days before a scheduled hearing either party may serve a written offer to allow an award on specified terms; if the offer is not accepted and the offeree fails to obtain a more favorable award, the offeree recovers no post-offer costs and must pay the offering party's costs from the time of the offer.
11. Procedure and confidentiality. The arbitration is conducted in English. Unless the parties agree otherwise or a batch requires otherwise, any in-person hearing is held in Middlesex County, Massachusetts, and hearings may be held by videoconference. The arbitrator may direct a limited and reasonable exchange of information consistent with the expedited nature of arbitration, may grant motions dispositive of all or part of a Dispute, and will issue a written, reasoned award stating the essential findings and conclusions, including the calculation of any damages. The proceedings, all materials and documents exchanged in them, and the award are confidential, and may be shared only with the parties' attorneys, accountants and professional advisers, who must agree to keep them confidential, or as needed to enforce or challenge the award or as required by law.
12. Who decides what. The arbitrator has exclusive authority to resolve any Dispute, including any dispute about the interpretation, applicability, enforceability, scope, revocability or validity of this Section 27 or any part of it, except that every dispute about Section 27.6 or Section 27.9, including any claim that all or part of either is unenforceable, illegal, void or voidable, is decided by a court of competent jurisdiction and not by the arbitrator — the second because Section 27.15 makes that question determine whether this arbitration agreement stands at all.
13. No opt-out. This is a commercial agreement between businesses. There is no right to opt out of this Section. If we ever offer one, an opt-out will be effective only where you send it yourself, individually; an opt-out purportedly sent on your behalf by a third party, or sent on behalf of multiple trainers, will have no effect.
14. Modification. We may modify this Section 27 in the future, and will notify you of any material change by email or in-product notice. Your continued use of the Trainer Service after a change takes effect is your acceptance of it. A change to this Section does not reopen any earlier agreement to arbitrate.
15. If batching fails, arbitration fails. If Section 27.9 is held invalid or unenforceable, then this entire Section 27 is void, and every Dispute between the parties will instead be heard exclusively in the courts named in Section 28. The parties agree that the batch mechanism in Section 27.9 is a material and non-severable part of their agreement to arbitrate, and that neither party would have agreed to arbitrate without it.
16. Severability; limitation; survival. Except as Sections 27.6 and 27.15 provide, if any part of this Section 27 is held invalid or unenforceable, that part is severed and the remainder is enforced. Any Dispute must be commenced within the limitation period stated in Section 28 or it is forever barred, and every applicable statute of limitations applies in arbitration exactly as it would in court. This Section survives termination of your account and these Terms.

28. Governing Law; Venue; Time Limit on Claims

These Terms and any dispute arising out of them or the Trainer Service are governed by the laws of the Commonwealth of Massachusetts and applicable U.S. federal law, without regard to conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods, except that the Federal Arbitration Act governs Section 27. For any claim not subject to arbitration — including any Dispute that reaches a court under Section 27.6 or Section 27.15 — you and HeyFitt expressly submit to the exclusive personal jurisdiction and venue of the state courts located in Middlesex County, Massachusetts, and the United States District Court for the District of Massachusetts, and waive any objection to that forum, including any objection based on inconvenient forum. A qualifying small claims action may instead be brought in the county where you reside. To the fullest extent permitted by applicable law, any claim arising out of or relating to the Trainer Service or these Terms must be filed within one (1) year after the claim accrued, or it is permanently barred.

29. Changes to These Terms

We may modify these Terms at any time. If we make material changes, we will provide notice (for example, by email, in-product notice, or by requiring re-acceptance) and update the effective date above. Changes take effect upon posting unless otherwise stated, and your continued use of the Trainer Service after changes take effect constitutes your acceptance of them. We keep a record of the version you accepted. If you do not agree to a modified version, your sole and exclusive remedy is to stop using the Trainer Service and close your account before the change takes effect.

30. Electronic Communications and Signatures

You consent to receive communications from us electronically, by email or through the Trainer Service, and you agree that all agreements, notices, disclosures, invoices and records we provide electronically satisfy any legal requirement that they be in writing. You agree that your electronic acceptance, click-through, tick-box or typed name constitutes your signature and has the same force and effect as a handwritten signature.

31. General Terms

These Terms, together with any additional terms we present for specific features, plans, integrations or promotions, are the entire agreement between you and HeyFitt regarding the Trainer Service and supersede all prior and contemporaneous agreements, proposals, representations and understandings, written or oral. Any additional or different terms in a purchase order, vendor form, invoice or other document you submit are rejected and have no effect. Our Trainer Privacy Policy describes our information practices and is provided as a notice; it does not create contractual rights or obligations, except for its Section 5, which is contractual and is incorporated into these Terms, and any dispute relating to it remains subject to Section 27. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force. Our failure to enforce any provision is not a waiver, and no waiver is effective unless in writing and signed by us. You may not assign or transfer these Terms or any right or obligation under them, by operation of law or otherwise, without our prior written consent, and any attempted assignment without consent is void; we may assign these Terms freely, including in connection with a merger, acquisition, reorganization or sale of assets. These Terms bind and benefit the parties' permitted successors and assigns. Nothing in these Terms creates any partnership, agency, employment, franchise or fiduciary relationship, or any relationship between HeyFitt and any gym, client or member. We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, labor disputes, utility or internet failures, third-party provider failures, and governmental action. We may provide notices to you by email to the address associated with your account or through the Trainer Service, and notices are deemed given when sent; notices to us must be sent to our legal inbox or to the mailing address below. Section headings are for convenience only; "including" means "including without limitation"; and these Terms will not be construed against either party as the drafter. The HeyFitt Parties are intended third-party beneficiaries of Sections 5, 6, 9, 11, 23, 24, 25, 26 and 27 and may enforce them directly. There are no other third-party beneficiaries of these Terms; in particular, no client, gym member, gym or other third party acquires any right under them.

32. Retention of Practice Data; Promotions and Offers

1. Retention. We retain your account, practice and usage information for as long as your account is active and afterwards for as long as is reasonably necessary for the purposes set out in the Trainer Privacy Policy, including operating and improving the Trainer Service, billing and tax records, safety, moderation and enforcement, fraud prevention, resolving disputes, enforcing these Terms, establishing or defending legal claims, and complying with legal obligations. Information that has been aggregated or de-identified so that it no longer identifies you, your practice or your clients may be retained and used indefinitely, including to develop and improve our products.

1. Client data is different, and Section 13 governs it. You are the controller of your clients' personal data and HeyFitt processes it for you. Nothing in this Section enlarges what we may do with client data, and nothing in it relieves you of your own obligations to your clients. Where you instruct deletion of client data, or where applicable law requires it, Section 13 and the Trainer Privacy Policy govern.

1. Promotions, offers, and advertising. We may show you promotions, offers, recommendations and advertising in the Trainer Service and in messages we send you, and we may select what you see using the information we hold about you and your use of the Trainer Service, including your plan, your activity, and the features you use. We may do this ourselves and through service providers acting for us. We do not use your clients' personal data to select advertising.

1. Your choices. You may opt out of marketing messages using the unsubscribe link in any marketing message; we will still send administrative, billing and safety messages. Where applicable law requires your consent before we use information to select advertising or offers, or requires that we offer an opt-out, we will obtain that consent or provide that choice.

33. Contact

Supercomplicated LLC (operator of HeyFitt)

PO Box 43, Winchester, MA 01890

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