Terms & Conditions

Trainees

Last updated: July 28, 2016

1. Key Terms

“Account” means a personal user Services account.

“Application” means a technology platform that enables users of Flex’s mobile application or website provided as part of the Services.

“Charges” means any and all charges to Users for the services or goods received from a Third Party Provider as a result of the use of the Services.

“Flex” means Flex Fit Tek Ltd., a private limited liability company established in Canada, having its offices at 53 Dolomite Court, registered at Industry Canada under number 969379-3.

“Flex Platform” refers collectively to the Flex website, mobile application, and Services.

“Promo Codes” refers to promotional codes that may be redeemed by the Users for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Flex establishes on a per promotional code basis.

“Repair or Cleaning” refers to the cost of repair for damage to, or necessary cleaning of, Third Party Provider property resulting from use of the Services under any User Account in excess of normal “wear and tear” damages and necessary cleaning.

“Services” means any applications, websites, content, products, and services made available by Flex.

“Terms” refers to these terms of use.

“Third Party Service Provider” refers to any trainer or fitness instructor including a personal trainer, yoga instructor, kickboxing instructor or boxing instructor.

“Trainee” refers to any User that has registered as a person who would like to receive training through the Flex Platform from one of the Third Party Service Providers.

“Training” refers to the fitness services provided by the Third Party Service Providers. These services relate to personal training, yoga, boxing or kickboxing workouts.

“User” refers to any person who has downloaded the Flex mobile application, or has registered with the Flex Platform for the use or potential use of the Services. This term refers to Third Party Service Providers.

“User Content” refers to textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions.

2. Contractual Relationship

These Terms of Use (“Terms”) govern the access or use by you, an individual, from within any country in the world (excluding the United States and its territories and possessions and Mainland China) of applications, websites, content, products, and services (the “Services”) made available by Flex Fit Tek Ltd., a private limited liability company established in Canada, having its offices at 53 Dolomite Court, registered at Industry Canada under number 969379-3 (“Flex”).

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Flex. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Flex may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

You should also read the Privacy Policy, which is incorporated by reference into this Agreement and available in the Service. If you do not accept and agree to be bound by all of the terms of this Agreement, including the Privacy Policy, do not use the Service.

Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

Flex may amend the Terms related to the Services from time to time. Amendments will be effective upon Flex’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Our collection and use of personal information in connection with the Services is as provided in Flex’s Privacy Policy, incorporated by reference, herein, and located at http://flexfitapp.com/privacy.html.

3. The Services

The Services constitute a technology platform that enables users of Flex’s mobile application or website provided as part of the Services (each, an “Application”) to arrange and schedule fitness (personal training, yoga, kickboxing and boxing) services with independent third party providers of such services. Unless otherwise agreed by Flex in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT FLEX DOES NOT PROVIDE FITNESS SERVICES OR FUNCTION AS A FITNESS OR PERSONAL TRAINING COMPANY AND THAT ALL SUCH FITNESS OR PERSONAL TRAINING SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY SERVICE PROVIDERS WHO ARE NOT EMPLOYED BY FLEX OR ANY OF ITS AFFILIATES.

YOU UNDERSTAND AND ACKNOWLEDGE THAT (1) FLEX DOES NOT PROVIDE ACTUAL FITNESS OR PERSONAL TRAINING SERVICES, (2) FLEX IS NOT A FITNESS OR PERSONAL TRAINING COMPANY. IT IS UP TO THE THIRD PARTY SERVICE PROVIDER TO DECIDE WHETHER OR NOT TO ACCEPT A SESSION FROM YOU CONTACTED THROUGH THE SERVICE, AND IT IS UP TO YOU TO DECIDE WHETHER OR NOT TO REQUEST A SESSION FROM ANY THIRD PARTY SERVICE PROVIDER CONTACTED THROUGH THE SERVICE. ANY DECISION BY THE THIRD PARTY SERVICE PROVIDER TO ACCEPT A SESSION ONCE REQUESTED BY THE USER THROUGH THE SERVICE IS A DECISION MADE IN SUCH IS AT THE SOLE DISCRETION OF THE THIRD PARTY SERVICE PROVIDER. FLEX OFFERS INFORMATION AND A METHOD TO CONNECT USERS AND THIRD PARTY SERVICE PROVIDERS WITH EACH OTHER, BUT DOES NOT PROVIDE AND DOES NOT INTEND TO PROVIDE FITNESS OR PERSONAL TRAINING SERVICES OR ACT IN ANY MANNER AS A FITNESS OR PERSONAL TRAINING COMPANY, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY FITNESS OR PERSONAL TRAINING SERVICES OBTAINED BY ANY USER OR PROVIDED BY ANY THIRD PARTY SERVICE PROVIDER USING THE SERVICES.

YOU UNDERSTAND AND AGREE THAT FLEX IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN TRAINEES AND THIRD PARTY SERVICE PROVIDERS. FLEX HAS NO CONTROL OVER THE CONDUCT OF THIRD PARTY SERVICE PROVIDERS, TRAINEES AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY TRAINING SESSIONS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

4. License

Subject to your compliance with these Terms, Flex grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Flex and Flex’s licensors.

5. Restrictions

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Flex; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

6. Provision of the Services.

You acknowledge that portions of the Services may be made available under Flex’s various brands or request options associated with fitness or personal training, including the brands currently referred to as “Flex,” “Flex Toronto,” “Flex Fit Toronto,” “Flex Fitness,” “Flex Fitness Toronto,” “Flex Fit App,” “Flex Fitness App,” “Flex Pro,” and “Flex Professional”. You also acknowledge that the Services may be made available under such brands or request options by or in connection with: independent Third Party Providers, including personal trainers, yoga instructors, kickboxing & boxing instructors, and other instructors.

7. Third Party Services and Content.

The Services may be made available or accessed in connection with third party services and content (including advertising) that Flex does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Flex does not endorse such third party services and content and in no event shall Flex be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

8. Ownership.

The Services and all rights therein are and shall remain Flex’s property or the property of Flex’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Flex’s company names, logos, product and service names, trademarks or services marks or those of Flex’s licensors.

9. Your Use of the Services

User Accounts.

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Flex certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Flex’s termination of these Terms with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Flex in writing, you may only possess one Account.

You hereby acknowledge and agree that you are medically sound to undertake a normal course of exercise, you use the Services at your sole risk and responsibility and you are aware that exercise is physically demanding and participation in some activities may pose a risk to your health. You hereby absolve Flex of any liability relating to or resulting from any injury or harm brought about from an existing or pre-existing medical condition related to a session facilitated by the Services.

User Requirements and Conduct.

You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Service Providers or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

Users agree not to contact any other User for any purpose other than asking a question relating to a booked and confirmed Service. Users agree not to recruit or otherwise solicit any other User to join third-party services, applications or website without Flex’s prior written approval. Users shall not use the Flex Platform to find another User and then complete a booking of a Service independent from the Flex Platform in order to circumvent the obligation to pay any Service Fees that Flex may charge.

Flex has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, Flex may take a range of actions against you, including but not limited to deactivating or canceling your Account, for a violation of this Section or these Terms.

Text Messaging.

By creating an Account, you agree that the Services may send you informational text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from Flex at any time by sending an e-mail to contact@flexfitapp.com indicating that you no longer wish to receive such messages, along with the phone number of the mobile device receiving the messages. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.

Promotional Codes.

Flex may, in Flex’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Flex establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Flex; (iii) may be disabled by Flex at any time for any reason without liability to Flex; (iv) may only be used pursuant to the specific terms that Flex establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Flex reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Flex determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

User Provided Content.

Flex may, in Flex’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Flex through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Flex, you grant Flex a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Flex’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

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

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

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

Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Flex does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

10. Payment

You understand that use of the Services may result in charges to you for the services or goods you receive from a Third Party Provider (“Charges”). Flex reserves the right to charge a 20% fee on each payment that a User makes to a Third Party Service provider. After you have received services or goods obtained through your use of the Service, Flex will facilitate your payment of the applicable Charges on behalf of the Third Party Provider as such Third Party Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Flex.

All Charges are due immediately and payment will be facilitated by Flex using the preferred payment method designated in your Account, after which Flex will send you a receipt by e-mail. All payments shall only be made through the Flex Platform. Cash payments are strictly prohibited. Neither Users nor Third Party Service Providers shall accept payments in cash under any circumstances. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Flex may, as the Third Party Provider’s limited payment collection agent, use a secondary payment method in your Account, if available. All payment shall be facilitated through Stripe Inc, Flex’s third-party payment processing service.

As between you and Flex, Flex reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Flex’s sole discretion. Flex will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Flex may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Third Party Provider at any time prior to such Third Party Provider’s arrival, in which case you may be charged a cancellation fee.

Cancellation fees can be up to 100% of the session cost and is to be paid upon insufficient notice of cancellation or no-show. Sufficient cancellation notice is considered more than three hours prior to a session.

This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. Flex does not designate any portion of your payment as a tip or gratuity to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.

11. Repair or Cleaning Fees.

Users shall be responsible for the cost of repair for damage to, or necessary cleaning of, Third Party Provider property resulting from use of the Services under your Account in excess of normal “wear and tear” damages and necessary cleaning (“Repair or Cleaning”). In the event that a Third Party Provider reports the need for Repair or Cleaning, and such Repair or Cleaning request is verified by Flex in Flex’s reasonable discretion, Flex reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning on behalf of the Third Party Provider using your payment method designated in your Account. Such amounts will be transferred by Flex to the applicable Third Party Provider and are non-refundable.

12. Disclaimers; Limitation of Liability; Indemnity.

DISCLAIMER.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FLEX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, FLEX MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. FLEX DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

YOU UNDERSTAND AND ACKNOWLEDGE THAT FLEX DOES NOT PROVIDE ACTUAL FITNESS OR PERSONAL TRAINING SERVICES TO TRAINEES. IT IS UP TO THE THIRD PARTY SERVICE PROVIDER TO DECIDE WHETHER OR NOT TO ACCEPT A SESSION TO A TRAINEE CONTACTED THROUGH THE SERVICE, AND IT IS UP TO THE TRAINEE TO DECIDE TO REQUEST A SESSION FROM ANY THIRD PARTY SERVICE PROVIDER CONTACTED THROUGH THE SERVICE. ANY DECISION BY A USER TO REQUEST A TRAINING SESSION ONCE SUCH USER IS CONNECTED THROUGH THE SERVICE IS A DECISION MADE IN SUCH USER’S SOLE DISCRETION. FLEX OFFERS INFORMATION AND A METHOD TO CONNECT THIRD PARTY SERVICE PROVIDERS AND TRAINEES WITH EACH OTHER, BUT DOES NOT PROVIDE AND DOES NOT INTEND TO PROVIDE FITNESS OR PERSONAL TRAINING SERVICES OR ACTIN ANY MANNER AS A FITNESS COMPANY, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY FITNESS SERVICES OBTAINED BY ANY TRAINEE OR PROVIDED BY ANY THIRD PARTY SERVICE PROVER USING THE SERVICES.

LIMITATION OF LIABILITY.

FLEX, ITS AFFILIATES, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, OFFICERS OR DIRECTORS, SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF FLEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FLEX SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF FLEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FLEX SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND FLEX’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY SERVICE PROVIDERS PROVIDING FITNESS OR PERSONAL TRAINING SERVICES REQUESTED MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL FLEX’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE HUNDRED CANADIAN DOLLARS ($100 CAD).

FLEX’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE PERSONAL TRAINING AND FITNESS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT FLEX HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY PERSONAL TRAINING OR FITNESS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

FLEX MAY, BUT HAS NO OBLIGATION, TO SCREEN USERS USING THE SERVICES IN ANY WAY. AS A RESULT, FLEX EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL AND/OR CONSEQUENTIAL, ARISING OUT OF THE USE OF THE FLEX PLATFORM OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, TO DAMAGES ARISING OUT OF COMMUNICATING AND/OR MEETING WITH OTHER PARTICIPANTS OF THE FLEX PLATFORM OR THE SERVICES, OR OTHER PARTICIPANTS INTRODUCED TO YOU VIA THE FLEX PLATFORM OR THE SERVICES. SUCH DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGE TO OR LOSS OF PROPERTY, BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT.

FLEX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SESSION YOU REQUEST OR PROVIDE THROUGH THE FLEX PLATFORM, NOR DOES FLEX WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PROPERTY DAMAGE, INCLUDING TO YOUR VEHICLE, PERSONAL INJURY, UP TO AND INCLUDING DEATH, THAT OCCURS AS A RESULT OF THE SESSION OR A USER’S USE OF THE SERVICE.

NO WARRANTY OR GUARANTEE PROVIDED AS TO THIRD PARTY SERVICE PROVIDER SAFETY. Flex has no responsibility whatsoever for the actions or conduct of Third Party Service Providers or Trainees. Flex has no obligation to intervene in or be involved in any way in disputes that may arise between Third Party Service Providers, Trainees, or third parties. Responsibility for the decisions you make regarding providing fitness sessions rest solely with you. It is up to you to take reasonable precautions in all actions and interactions with any party you may interact with through use of the services. Flex may but has no responsibility to screen or otherwise evaluate potential Third Party Service Providers or Trainees. You understand and accept that Flex has no control over the identity or actions of the Trainees and Third Party Service providers, and Flex requests that you exercise caution and good judgment when using the services. You hereby agree that your use of the Services is at your sole risk.

By using the Services you agree that Flex, is not responsible for your safety, comfort, or successful training arrangements, or for any other liability with regard to your use of the Flex Platform. Flex, at its own discretion, may take steps to check its Third Party Service Providers’ backgrounds, training history, proof of personal training insurance, or personal training certifications. However, Flex makes no representation or warranty, either express or implied, that any such check has been carried out or that any information provided to it is true or correct or not misleading, and makes no assurance or guarantee as to the safety of a session, the reliability of a Third Party Service Provider or for anything else, and Flex expressly disclaims all warranties as to any Third Party Service Providers and Users. Responsibility for the decisions You make regarding accepting Services rest solely with You. It is each User’s responsibility to take reasonable precautions in all actions and interactions with any party they may interact with through use of the Flex Platform and Services. Flex requests that Users exercise caution and good judgment when using the Services. USERS AND THIRD PARTY SERVICE PROVIDERS USE THE SERVICES AT THEIR OWN RISK.

Flex is not responsible for any damages (including personal injury, death, property damage, lost time or wages, and the like) resulting from or related to a session facilitated by the Services, or for resolving any disputes between You and another user. You hereby agree that your use of the Services is at your sole risk.

FLEX AND ITS AFFILIATES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY SERVICES OFFERED BY PERSONAL TRAINERS, PAYMENT SERVICES, RECOMMENDED, ADVERTISED, OR OFFERED ON OR THROUGH THE SITE OR SERVICES OR ANY LINKED WEBSITE.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS (INCLUDING BOTH CLIENTS AND PERSONAL TRAINERS). TO THE MAXIMUM EXTENT PERMITTED BY LAW IN NO EVENT SHALL THE FLEX PARTIES BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (1) THIS AGREEMENT, (2) ANY USE OF THE FLEX SERVICES BY THE USER, (3) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE FLEX BOOKING PORTAL) OR (4) A THIRD PARTY SERVICE PROVIDER’S ACTS OR OMISSIONS AT A MEMBER’S RESIDENCE OR OTHER LOCATION WHETHER RELATED TO THE THIRD PARTY SERVICE PROVIDER’S PROVISION OF FITNESS SERVICES TO A TRAINEE OR OTHERWISE.

FLEX EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, OR INDEMNITIES, EXPRESS OR IMPLIED IN RESPECT OF THE MEMBER SERVICES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO THE INFORMATION PROVIDED ABOUT THIRD PARTY SERVICE PROVIDERS AND THE ACTS OR OMISSIONS OF THIRD PARTY SERVICE PROVIDERS.

THE QUALITY OF THE THIRD PARTY SERVICE PROVIDER SERVICES IS ENTIRELY THE RESPONSIBILITY OF THE THIRD PARTY SERVICE PROVIDER WHO PROVIDES SUCH FITNESS SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE SERVICES OF A THIRD PARTY SERVICE PROVIDER, YOU MAY BE EXPOSED TO FITNESS SERVICES THAT ARE POTENTIALLY DANGEROUS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOUR USE OF THE MEMBER SERVICES AND BOOKING OF A THIRD PARTY SERVICE PROVIDER IS AT YOUR OWN RISK.

YOU ACKNOWLEDGE THAT YOUR RELIANCE ON ANY INFORMATION PROVIDED BY FLEX OR BY ANY THIRD PARTY SERVICE PROVIDER TO YOU IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH, AS ALLOWABLE TO THE EXTENT OF THE LAW.

ALTHOUGH FLEX PROVIDES INFORMATION ABOUT THIRD PARTY SERVICE PROVIDERS, FLEX DOES NOT PROVIDE THE SERVICES RENDERED BY THIRD PARTY SERVICE PROVIDERS. FLEX REQUESTS BACKGROUND INFORMATION OF ITS THIRD PARTY SERVICE PROVIDERS, BUT FLEX DOES NOT AND CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION-GATHERING OR THAT A PARTICULAR THIRD PARTY SERVICE PROVIDER IS ADEQUATELY QUALIFIED TO PERFORM ANY GIVEN SERVICE.

YOU UNDERSTAND THAT FLEX USE ITS BEST EFFORTS TO CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON OR ANY OTHER SCREENING OF CLIENTS OR PERSONAL TRAINERS. FLEX ALSO MAY NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ALL CLIENTS OR PERSONAL TRAINERS OR ATTEMPT TO VERIFY THE STATEMENTS OF CLIENTS OR PERSONAL TRAINERS. FLEX MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF CLIENTS OR PERSONAL TRAINERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE CLIENTS OR PERSONAL TRAINERS. FLEX RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.

THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

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

Indemnity.

You agree to defend, indemnify and hold harmless Flex and its affiliates, and their respective shareholders, employees, independent contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right (including Third Party Providers), including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User content or any that is submitted via your account; (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code; or (vii) any and all claims or damages (alleged or actual) that arise as a result of a session that You partake in as a user.

Release

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

No Liability for Online Content

Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by Flex, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Flex does not guarantee the accuracy, completeness, or usefulness of any information on the Services and Flex does not adopt nor endorse and is not responsible for the accuracy or reliability of any opinion, advice, or statement made by parties other than those made by Flex. Flex reserves the right, but Flex has no obligation, to monitor the materials posted in the public areas of the Services.

No Agency

By agreeing to use our Service, you agree you are not an employee or independent contractor of Flex, and no agency, partnership, joint venture, or franchisor-franchisee relationship is intended or created by this Agreement. ALL USERS AGREE THAT THIRD PARTY SERVICE PROVIDERS ARE NOT FLEX EMPLOYEES OR INDEPENDENT CONTRACTORS. THIRD PARTY SERVICE PROVIDERS VOLUNTARILY USE OUR MOBILE PLATFORM TO BE MATCHED WITH USERS AND OBTAIN PAYMENT CASHLESSLY THROUGH THE FLEX PLATFORM. IT IS UP TO THE THIRD PARTY SERVICE PROVIDER TO DECIDE WHEN HE OR SHE WISHES TO TRAIN USING THE FLEX APP, WHETHER OR NOT TO OFFER A SESSION TO A USER CONTACTED THROUGH THE FLEX PLATFORM, AND THE LOCATION THEY WILL CHOOSE. A USER DECIDES WHETHER OR NOT TO ACCEPT A SESSION FROM ANY THIRD PARTY SERVICE PROVIDER CONTACTED THROUGH THE FLEX PLATFORM. ANY DECISION BY A USER TO OFFER OR ACCEPT TRAINING ONCE SUCH USER IS MATCHED THROUGH THE FLEX PLATFORM IS A DECISION MADE IN SUCH USER’S SOLE DISCRETION.

Insurance

Flex is not responsible for personal belongings left, lost, or stolen at any session location, and loss of these items may not be covered under the Third Party Service Provider’s insurance policy. It is the responsibility of the User to ensure they have all of their belongings at all times.

Zero Tolerance Policy

User agrees to report to Flex promptly any Third Party Service Provider reasonably suspected to be in violation of this zero-tolerance policy by e-mailing Flex Customer Support at contact@flexfitapp.com. Third Party Service Providers may be deactivated from using the Flex Platform while an investigation takes place.

Anti-Discrimination

FLEX HAS AN ANTI-DISCRIMINATION POLICY. USERS ARE PROHIBITED FROM MAKING ANY NEGATIVE RATING, CONDUCT OR SPEECH ON THE BASIS OF OR INFLUENCED BY GENDER, RACE, ETHNICITY, ABILITY, DISABILITY, SEXUAL ORIENTATION, AGE, OR OTHER PROTECTED GROUND UNDER APPLICABLE LAW. Users agree to report to Flex promptly any discrimination related complaint by e-mailing us at contact@flexfitapp.com. Users may be deactivated from using the Flex Platform while an investigation takes place.

13. Termination

This Agreement is effective upon use of the Flex Platform or the Services for new Users and upon the posting dates of any subsequent amendments to this Agreement for all current Users. You may terminate your participation in the Services at any time, for any reason upon receipt by us of your written notice of termination. Either party hereto may terminate your participation in the Flex Platform by removing your Information at any time, for any or no reason, without explanation, effective upon sending written notice to the other party. Upon such termination, we will remove all of your information from our servers, though we may retain an archived copy of your Information as required by law or for legitimate business purposes. We maintain sole discretion to prohibit your use of the Services in the future, for any or no reason. Even after your participation in the Flex Platform is terminated, this Agreement will remain in effect.

14. Governing Law, Disputes, Arbitration.

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You agree to submit to the exclusive jurisdiction of the courts of Ontario, except for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below. If you use the Service from outside of Canada, you are responsible for complying with the laws and regulations of the territory from which you access or use the Service.

Flex has no responsibility whatsoever for the actions or conduct of Users or Third Party Service Providers. Flex has no obligation to intervene in or be involved in any way in disputes that may arise between Third Party Service Providers, Users, or third parties. Responsibility for the decisions you make regarding providing or accepting fitness services rest solely with You.

For any dispute with Flex, you agree to first e-mail us at Flex’s Customer Service e-mail at contact@flexfitapp.com and attempt to resolve the dispute with us informally. If the matter is not resolved, any disputes or claims in connection with or arising out of this Agreement, its negotiation, breach, existence, validity or termination will be referred to and finally determined by arbitration, from which there will be no appeal, before a single arbitrator in Toronto in accordance with the provisions of the Arbitration Act (Ontario). For greater certainty, the application of article 34 is expressly excluded. Liability for costs will be decided through the arbitration process. The award rendered by the arbitrator shall include costs of arbitration, reasonable legal fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, intellectual property rights, or other proprietary rights. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND FLEX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

15. Other Provisions

Claims of Copyright Infringement.

Claims of copyright infringement should be sent to Flex’s designated agent. Any claims should be sent to 53 Dolomite Court.

Notice

Flex may give notice by means of a general notice on the Services, electronic mail to your e-mail address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Flex by written communication to Flex’s e-mail address at contact@flexfitapp.com.

Assignment

You may not assign or transfer these Terms in whole or in part without Flex’s prior written approval. You give your approval to Flex for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Flex’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Flex or any Third Party Provider as a result of the contract between you and Flex or use of the Services.

Entire Agreement/Severability

If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to.”

This Agreement, together with the Privacy Policy and any amendments and any documents incorporated by reference herein and any additional agreements you may enter into with Flex in connection with the Services, shall constitute the entire agreement between you and Flex concerning the Services.

Certain Obligations

If the Users fail to comply with any of the Terms, Flex reserves the right to keep information relating to the breach, to publish or disclose this information on the User’s online profile and to suspend or withdraw the User’s access to the Flex Platform.



Trainers

Last updated: July 28, 2016

1. Key Terms

“Account” means a personal user Services account.

“Application” means a technology platform that enables users of Flex’s mobile application or website provided as part of the Services.

“Charges” means any and all charges to Users for the services or goods received from a Third Party Provider as a result of the use of the Services.

“Flex” means Flex Fit Tek Ltd., a private limited liability company established in Canada, having its offices at 53 Dolomite Court, registered at Industry Canada under number 969379-3.

“Flex Platform” refers collectively to the Flex website, mobile application, and Services.

“Promo Codes” refers to promotional codes that may be redeemed by the Users for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Flex establishes on a per promotional code basis.

“Repair or Cleaning” refers to the cost of repair for damage to, or necessary cleaning of, Third Party Provider property resulting from use of the Services under any User Account in excess of normal “wear and tear” damages and necessary cleaning.

“Services” means any applications, websites, content, products, and services made available by Flex.

“Terms” refers to these terms of use.

“Third Party Service Provider” refers to any trainer or fitness instructor including a personal trainer, yoga instructor, kickboxing instructor or boxing instructor.

“Trainee” refers to any User that has registered as a person who would like to receive training through the Flex Platform from one of the Third Party Service Providers.

“Training” refers to the fitness services provided by the Third Party Service Providers. These services relate to personal training, yoga, boxing or kickboxing workouts.

“User” refers to any person who has downloaded the Flex mobile application, or has registered with the Flex Platform for the use or potential use of the Services. This term refers to Third Party Service Providers.

“User Content” refers to textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions.

“we” or “us” refers to Flex.

“you” or “your” refers to any Third Party Service Provider.

2. Contractual Relationship

These Terms of Use (“Terms”) govern the access or use by you, an individual, from within Canada of applications, websites, content, products, and services (the “Services”) made available by Flex Fit Tek Ltd., a private limited liability company established in Canada, having its offices at 53 Dolomite Court, registered at Industry Canada under number 969379-3 (“Flex”).

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Flex. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Flex may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

You should also read the Trainer Privacy Policy, which is incorporated by reference into this Agreement and available in the Service. If you do not accept and agree to be bound by all of the terms of this Agreement, including the Trainer Privacy Policy, do not use the Service.

Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

Flex may amend the Terms related to the Services from time to time. Amendments will be effective upon Flex’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Our collection and use of personal information in connection with the Services is as provided in Flex’s Trainer Privacy Policy, incorporated by reference, herein, and located at http://flexfitapp.com/privacy.html.

3. The Services

The Services constitute a technology platform that enables users of Flex’s mobile application or website provided as part of the Services (each, an “Application”) to arrange and schedule fitness (personal training, yoga, kickboxing and boxing) services with independent third party providers of such services (“Third Party Providers”). Unless otherwise agreed by Flex in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT FLEX DOES NOT PROVIDE FITNESS SERVICES OR FUNCTION AS A FITNESS OR PERSONAL TRAINING COMPANY AND THAT ALL SUCH FITNESS OR PERSONAL TRAINING SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY FLEX OR ANY OF ITS AFFILIATES.

YOU UNDERSTAND AND ACKNOWLEDGE THAT (1) FLEX DOES NOT PROVIDE ACTUAL FITNESS OR PERSONAL TRAINING SERVICES, (2) FLEX IS NOT A FITNESS OR PERSONAL TRAINING COMPANY. IT IS UP TO THE THIRD PARTY SERVICE PROVIDER TO DECIDE WHETHER OR NOT TO ACCEPT A SESSION FROM YOU CONTACTED THROUGH THE SERVICE, AND IT IS UP TO YOU TO DECIDE WHETHER OR NOT TO REQUEST A SESSION FROM ANY THIRD PARTY SERVICE PROVIDER CONTACTED THROUGH THE SERVICE. ANY DECISION BY THE THIRD PARTY SERVICE PROVIDER TO ACCEPT A SESSION ONCE REQUESTED BY THE USER THROUGH THE SERVICE IS A DECISION MADE IN SUCH IS AT THE SOLE DISCRETION OF THE THIRD PARTY SERVICE PROVIDER. FLEX OFFERS INFORMATION AND A METHOD TO CONNECT USERS AND THIRD PARTY SERVICE PROVIDERS WITH EACH OTHER, BUT DOES NOT PROVIDE AND DOES NOT INTEND TO PROVIDE FITNESS OR PERSONAL TRAINING SERVICES OR ACT IN ANY MANNER AS A FITNESS OR PERSONAL TRAINING COMPANY, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY FITNESS OR PERSONAL TRAINING SERVICES OBTAINED BY ANY USER OR PROVIDED BY ANY THIRD PARTY SERVICE PROVIDER USING THE SERVICES.

YOU UNDERSTAND AND AGREE THAT FLEX IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN TRAINEES AND THIRD PARTY SERVICE PROVIDERS. FLEX HAS NO CONTROL OVER THE CONDUCT OF THIRD PARTY SERVICE PROVIDERS, TRAINEES AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY TRAINING SESSIONS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

4. License

Subject to your compliance with these Terms, Flex grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Flex and Flex’s licensors.

5. Restrictions

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Flex; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

6. Provision of the Services.

You acknowledge that portions of the Services may be made available under Flex’s various brands or request options associated with fitness or personal training, including the brands currently referred to as “Flex,” “Flex Toronto,” “Flex Fit Toronto,” “Flex Fitness,” “Flex Fitness Toronto,” “Flex Fit App,” “Flex Fitness App,” “Flex Pro,” and “Flex Professional”. You also acknowledge that the Services may be made available under such brands or request options by or in connection with: independent Third Party Providers, including personal trainers, yoga instructors, kickboxing & boxing instructors, and other instructors.

7. Third Party Services and Content.

The Services may be made available or accessed in connection with third party services and content (including advertising) that Flex does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Flex does not endorse such third party services and content and in no event shall Flex be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

8. Ownership.

The Services and all rights therein are and shall remain Flex’s property or the property of Flex’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Flex’s company names, logos, product and service names, trademarks or services marks or those of Flex’s licensors.

9. Your Use of the Services

User Accounts.

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Flex certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Flex’s termination of these Terms with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Flex in writing, you may only possess one Account.

A Third Party Service Provider hereby authorizes Flex to perform a background check on the Third Party Service provider, and further agrees to provide any necessary authorization to facilitate Flex’s access to the Third Party Service Provider personal training record, references and credit information during the term of the Agreement. Further, you authorize Flex to obtain proof of insurance and fitness-related certifications in order to join the platform.

User Requirements and Conduct. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

Users agree not to contact any other User for any purpose other than asking a question relating to a booked and confirmed Service. Users agree not to recruit or otherwise solicit any other User to join third-party services, applications or website without Flex’s prior written approval. Users shall not use the Flex Platform to find another User and then complete a booking of a Service independent from the Flex Platform in order to circumvent the obligation to pay any Service Fees that Flex may charge.

You here by agree that you will not at any time during your term with Flex, either directly or indirectly, by any means or in any capacity, approach, solicit or contact in the course of being engaged in a business competitive with the Services or any other business carried on by the Flex.

Specifically, as a Third Party Service Provider you agree that you will not solicit Trainees other than for the purposes of providing Trainees with Services through the Flex Platform.

Flex may use, in its sole discretion, all such material bearing your name, likeness, voice, photograph and/or biographical information, including all television, radio, print, online and other such material, for any marketing and promotional purposes.

Flex has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, Flex may take a range of actions against you, including but not limited to deactivating or canceling your Account, for a violation of this Section or these Terms.

Third Party Service Providers warrants and agrees that:

1. Such Third Party Service Provider is at least 18 years of age;

2. Such Trainer possesses a valid training certification (i.e. personal training, yoga, etc.) in the Service that the Third Party Service Provider is providing through the Flex Platform;

3. Such Third Party Service Provider has obtained insurance to cover the Services it intends to provide through the Flex Platform. The insurance should be portable with coverage everywhere (i.e. clients’ homes, outdoors, offices, etc.) and should have at least $1 million in protection;

4. Such Third Party Service Provider has a valid policy of liability insurance in Ontario and all provinces or states that the Third Party Service Provider intends to provide Services through the Flex Platform to cover any anticipated losses;

5. Such Third Party Service Provider will be solely responsible for any and all liability which results from or is alleged as a result of training sessions provided by such Third Party Service Provider, including, but not limited to personal or health related injuries, death and property damages;

6. Such Third Party Service Provider will obey all local laws related to the matters set forth herein, and will be solely responsible for any violations of such local laws;

7. Such Third Party Service Provider will not make any misrepresentation regarding Flex;

8. Such Third Party Service Provider has never been convicted of a felony, including but not limited to fraud, sexual offenses, crimes involving property damage, and/or theft, acts of violence, or acts of terror.

9. Such Third Party Service Provider authorizes Flex to run a criminal background check (using two (2) pieces of government issued identification, one of which must contain a photograph and signature. One must also include the Third Party Service Provider’s name and date of birth.

10. Such Third Party Service Provider understands that Flex may utilize an outside firm or firms to run the criminal background and driving record checks, and specifically authorizes such an investigation by information services and outside entities selected by Flex, in its sole discretion.

11. Such Third Party Service Provider will not discriminate or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation.

Text Messaging.

By creating an Account, you agree that the Services may send you informational text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from Flex at any time by sending an email to contact@flexfitapp.com indicating that you no longer wish to receive such messages, along with the phone number of the mobile device receiving the messages. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.

Promotional Codes.

Flex may, in Flex’s sole discretion, create promotional codes that may be redeemed by the Users for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Flex establishes on a per promotional code basis (“Promo Codes”).

User Provided Content.

Flex may, in Flex’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Flex through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Flex, you grant Flex a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Flex’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

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

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

Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Flex does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

10. Payment

You understand that use of the Services may result in charges to you for the services or goods you receive from a Third Party Provider (“Charges”). Flex reserves the right to charge a 20% fee on each payment that a User makes to a Third Party Service provider. After you have received services or goods obtained through your use of the Service, Flex will facilitate your payment of the applicable Charges on behalf of the Third Party Provider as such Third Party Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Flex.

All Charges are due immediately and payment will be facilitated by Flex using the preferred payment method designated in your Account, after which Flex will send you a receipt by email. All payments shall only be made through the Flex Platform. Cash payments are strictly prohibited. Neither Users nor Third Party Service Providers shall accept payments in cash under any circumstances. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Flex may, as the Third Party Provider’s limited payment collection agent, use a secondary payment method in your Account, if available. All payment shall be facilitated through Stripe Inc, Flex’s third-party payment processing service.

As between you and Flex, Flex reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Flex’s sole discretion. Flex will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Flex may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Third Party Provider at any time prior to such Third Party Provider’s arrival, in which case you may be charged a cancellation fee.

Cancellation fees can be up to 100% of the session cost and is to be paid upon insufficient notice of cancellation or no-show. Sufficient cancellation notice is considered more than three hours prior to a session.

This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. Flex does not designate any portion of your payment as a tip or gratuity to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.

11. Repair or Cleaning Fees.

Users shall be responsible for the cost of repair for damage to, or necessary cleaning of, Third Party Provider property resulting from use of the Services under your Account in excess of normal “wear and tear” damages and necessary cleaning (“Repair or Cleaning”). In the event that a Third Party Provider reports the need for Repair or Cleaning, and such Repair or Cleaning request is verified by Flex in Flex’s reasonable discretion, Flex reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning on behalf of the Third Party Provider using your payment method designated in your Account. Such amounts will be transferred by Flex to the applicable Third Party Provider and are non-refundable.

12. Disclaimers; Limitation of Liability; Indemnity.

DISCLAIMER.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FLEX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, FLEX MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. FLEX DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

THIRD PARTY SERVICE PROVIDERS UNDERSTAND AND ACKNOWLEDGE THAT FLEX DOES NOT PROVIDE ACTUAL FITNESS OR PERSONAL TRAINING SERVICES TO TRAINEES. IT IS UP TO THE THIRD PARTY SERVICE PROVIDER TO DECIDE WHETHER OR NOT TO OFFER A SESSION TO A TRAINEE CONTACTED THROUGH THE SERVICE, AND IT IS UP TO THE TRAINEE TO DECIDE WHETHER OR NOT TO ACCEPT A SESSION FROM ANY THIRD PARTY SERVICE PROVIDER CONTACTED THROUGH THE SERVICE. ANY DECISION BY A USER TO OFFER OR ACCEPT A TRAINING SESSION ONCE SUCH USER IS CONNECTED THROUGH THE SERVICE IS A DECISION MADE IN SUCH USER’S SOLE DISCRETION. FLEX OFFERS INFORMATION AND A METHOD TO CONNECT THIRD PARTY SERVICE PROVIDERS AND TRAINEES WITH EACH OTHER, BUT DOES NOT PROVIDE AND DOES NOT INTEND TO PROVIDE FITNESS OR PERSONAL TRAINING SERVICES OR ACTIN ANY MANNER AS A FITNESS COMPANY, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY FITNESS SERVICES OBTAINED BY ANY TRAINEE OR PROVIDED BY ANY THIRD PARTY SERVICE PROVER USING THE SERVICES.

LIMITATION OF LIABILITY.

FLEX, ITS AFFILIATES, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, OFFICERS OR DIRECTORS, SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF FLEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FLEX SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF FLEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FLEX SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND FLEX’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY SERVICE PROVIDERS PROVIDING FITNESS OR PERSONAL TRAINING SERVICES REQUESTED MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL FLEX’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE HUNDRED CANADIAN DOLLARS ($100 CAD).

FLEX’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE PERSONAL TRAINING AND FITNESS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT FLEX HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY PERSONAL TRAINING OR FITNESS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 12 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

FLEX MAY, BUT HAS NO OBLIGATION, TO SCREEN USERS USING THE SERVICES IN ANY WAY. AS A RESULT, FLEX EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL AND/OR CONSEQUENTIAL, ARISING OUT OF THE USE OF THE FLEX PLATFORM OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, TO DAMAGES ARISING OUT OF COMMUNICATING AND/OR MEETING WITH OTHER PARTICIPANTS OF THE FLEX PLATFORM OR THE SERVICES, OR OTHER PARTICIPANTS INTRODUCED TO YOU VIA THE FLEX PLATFORM OR THE SERVICES. SUCH DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGE TO OR LOSS OF PROPERTY, BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT.

FLEX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SESSION YOU REQUEST OR PROVIDE THROUGH THE FLEX PLATFORM, NOR DOES FLEX WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PROPERTY DAMAGE, INCLUDING TO YOUR VEHICLE, PERSONAL INJURY, UP TO AND INCLUDING DEATH, THAT OCCURS AS A RESULT OF THE SESSION OR A USER’S USE OF THE SERVICE.

NO WARRANTY OR GUARANTEE PROVIDED AS TO THIRD PARTY SERVICE PROVIDER SAFETY. Flex has no responsibility whatsoever for the actions or conduct of Third Party Service Providers or Trainees. Flex has no obligation to intervene in or be involved in any way in disputes that may arise between Third Party Service Providers, Trainees, or third parties. Responsibility for the decisions you make regarding providing fitness sessions rest solely with you. It is up to you to take reasonable precautions in all actions and interactions with any party you may interact with through use of the services. Flex may but has no responsibility to screen or otherwise evaluate potential Third Party Service Providers or Trainees. You understand and accept that Flex has no control over the identity or actions of the Trainees and Third Party Service providers, and Flex requests that you exercise caution and good judgment when using the services. You hereby agree that your use of the Services is at your sole risk.

Please keep in mind that the Internet is like a big city with all kinds of people in it. Don’t train with someone you don’t trust. By using the Services you agree that Flex, is not responsible for your safety, comfort, or successful training arrangements, or for any other liability with regard to your use of the Flex Platform. Flex, at its own discretion, may take steps to check its Third Party Service Providers’ backgrounds, training history, proof of personal training insurance, or personal training certifications. However, Flex makes no representation or warranty, either express or implied, that any such check has been carried out or that any information provided to it is true or correct or not misleading, and makes no assurance or guarantee as to the safety of a session, the reliability of a Third Party Service Provider or for anything else, and Flex expressly disclaims all warranties as to any Third Party Service Providers and Users. Responsibility for the decisions You make regarding accepting Services rest solely with You. It is each User’s responsibility to take reasonable precautions in all actions and interactions with any party they may interact with through use of the Flex Platform and Services. Flex requests that Users exercise caution and good judgment when using the Services. USERS AND THIRD PARTY SERVICE PROVIDERS USE THE SERVICES AT THEIR OWN RISK.

Flex is not responsible for any damages (including personal injury, death, property damage, lost time or wages, and the like) resulting from or related to a session facilitated by the Services, or for resolving any disputes between You and another user. You hereby agree that your use of the Services is at your sole risk.

FLEX AND ITS AFFILIATES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY SERVICES OFFERED BY PERSONAL TRAINERS, PAYMENT SERVICES, RECOMMENDED, ADVERTISED, OR OFFERED ON OR THROUGH THE SITE OR SERVICES OR ANY LINKED WEBSITE.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS (INCLUDING BOTH CLIENTS AND PERSONAL TRAINERS). TO THE MAXIMUM EXTENT PERMITTED BY LAW IN NO EVENT SHALL THE FLEX PARTIES BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (1) THIS AGREEMENT, (2) ANY USE OF THE FLEX SERVICES BY THE USER, (3) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE FLEX BOOKING PORTAL) OR (4) A THIRD PARTY SERVICE PROVIDER’S ACTS OR OMISSIONS AT A MEMBER’S RESIDENCE OR OTHER LOCATION WHETHER RELATED TO THE THIRD PARTY SERVICE PROVIDER’S PROVISION OF FITNESS SERVICES TO A TRAINEE OR OTHERWISE.

FLEX EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, OR INDEMNITIES, EXPRESS OR IMPLIED IN RESPECT OF THE MEMBER SERVICES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO THE INFORMATION PROVIDED ABOUT THIRD PARTY SERVICE PROVIDERS AND THE ACTS OR OMISSIONS OF THIRD PARTY SERVICE PROVIDERS.

THE QUALITY OF THE THIRD PARTY SERVICE PROVIDER SERVICES IS ENTIRELY THE RESPONSIBILITY OF THE THIRD PARTY SERVICE PROVIDER WHO PROVIDES SUCH FITNESS SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE SERVICES OF A THIRD PARTY SERVICE PROVIDER, YOU MAY BE EXPOSED TO FITNESS SERVICES THAT ARE POTENTIALLY DANGEROUS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOUR USE OF THE MEMBER SERVICES AND BOOKING OF A THIRD PARTY SERVICE PROVIDER IS AT YOUR OWN RISK.

YOU ACKNOWLEDGE THAT YOUR RELIANCE ON ANY INFORMATION PROVIDED BY FLEX OR BY ANY THIRD PARTY SERVICE PROVIDER TO YOU IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH, AS ALLOWABLE TO THE EXTENT OF THE LAW.

ALTHOUGH FLEX PROVIDES INFORMATION ABOUT THIRD PARTY SERVICE PROVIDERS, FLEX DOES NOT PROVIDE THE SERVICES RENDERED BY THIRD PARTY SERVICE PROVIDERS. FLEX REQUESTS BACKGROUND INFORMATION OF ITS THIRD PARTY SERVICE PROVIDERS, BUT FLEX DOES NOT AND CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION-GATHERING OR THAT A PARTICULAR THIRD PARTY SERVICE PROVIDER IS ADEQUATELY QUALIFIED TO PERFORM ANY GIVEN SERVICE.

YOU UNDERSTAND THAT FLEX MAY CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON OR ANY OTHER SCREENING OF CLIENTS OR PERSONAL TRAINERS. FLEX ALSO MAY NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ALL CLIENTS OR PERSONAL TRAINERS OR ATTEMPT TO VERIFY THE STATEMENTS OF CLIENTS OR PERSONAL TRAINERS. FLEX MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF CLIENTS OR PERSONAL TRAINERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE CLIENTS OR PERSONAL TRAINERS. FLEX RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.

THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

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

Indemnity.

You agree to defend, indemnify and hold harmless Flex and its affiliates, and their respective shareholders, employees, independent contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right (including Third Party Providers), including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User content or any that is submitted via your account; (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code; or (vii) any and all claims or damages (alleged or actual) that arise as a result of a session that You provide as a Third Party Service Provider.

Release

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

No Liability for Online Content

Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by Flex, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Flex does not guarantee the accuracy, completeness, or usefulness of any information on the Services and Flex does not adopt nor endorse and is not responsible for the accuracy or reliability of any opinion, advice, or statement made by parties other than those made by Flex. Flex reserves the right, but Flex has no obligation, to monitor the materials posted in the public areas of the Services.

No Agency

By agreeing to use our Service, you agree you are not an employee or independent contractor of Flex, and no agency, partnership, joint venture, or franchisor-franchisee relationship is intended or created by this Agreement. ALL USERS AGREE THAT THIRD PARTY SERVICE PROVIDERS ARE NOT FLEX EMPLOYEES OR INDEPENDENT CONTRACTORS. THIRD PARTY SERVICE PROVIDERS VOLUNTARILY USE OUR MOBILE PLATFORM TO BE MATCHED WITH USERS AND OBTAIN PAYMENT CASHLESSLY THROUGH THE FLEX PLATFORM. IT IS UP TO THE THIRD PARTY SERVICE PROVIDER TO DECIDE WHEN HE OR SHE WISHES TO TRAIN USING THE FLEX APP, WHETHER OR NOT TO OFFER A SESSION TO A USER CONTACTED THROUGH THE FLEX PLATFORM, AND THE LOCATION THEY WILL CHOOSE. A USER DECIDES WHETHER OR NOT TO ACCEPT A SESSION FROM ANY THIRD PARTY SERVICE PROVIDER CONTACTED THROUGH THE FLEX PLATFORM. ANY DECISION BY A USER TO OFFER OR ACCEPT TRAINING ONCE SUCH USER IS MATCHED THROUGH THE FLEX PLATFORM IS A DECISION MADE IN SUCH USER’S SOLE DISCRETION.

Insurance

Flex is not responsible for maintaining valid insurance of any kind for the Third Party Service Providers. The responsibility for obtaining and maintaining valid insurance falls solely with the Third Party Service Providers. Users use the platform at their own risk. The User shall not hold Flex liable for improper insurance coverage or lack thereof.

Flex is not responsible for personal belongings left, lost, or stolen at any session location, and loss of these items may not be covered under the Third Party Service Provider’s insurance policy. It is the responsibility of the User to ensure they have all of their belongings at all times. If you are a Third Party Service provider, you understand and agree that Flex does not act as an insurer and that Flex is not party to any agreement between you and a Trainee. If you are a Third Party Service Provider, Flex makes certain tools available to you to help you to make informed decisions about which Trainees you choose to train. You acknowledge and agree that, as a Third Party Service Provider, you are responsible for your own acts and omissions. Flex mandates that Third Party Service Providers obtain appropriate personal trainer insurance. Please review any insurance policy that you may have for your service carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy.

Zero Tolerance Policy

User agrees to report to Flex promptly any Third Party Service Provider reasonably suspected to be in violation of this zero-tolerance policy by emailing Flex Customer Support at contact@flexfitapp.com. Third Party Service Providers may be deactivated from using the Flex Platform while an investigation takes place.

Anti-Discrimination

FLEX HAS AN ANTI-DISCRIMINATION POLICY. USERS ARE PROHIBITED FROM MAKING ANY NEGATIVE RATING, CONDUCT OR SPEECH ON THE BASIS OF OR INFLUENCED BY GENDER, RACE, ETHNICITY, ABILITY, DISABILITY, SEXUAL ORIENTATION, AGE, OR OTHER PROTECTED GROUND UNDER APPLICABLE LAW. Users agree to report to Flex promptly any discrimination related complaint by emailing us at contact@flexfitapp.com. Users may be deactivated from using the Flex Platform while an investigation takes place.

13. Termination

This Agreement is effective upon use of the Flex Platform or the Services for new Users and upon the posting dates of any subsequent amendments to this Agreement for all current Users. You may terminate your participation in the Services at any time, for any reason upon receipt by us of your written notice of termination. Either party hereto may terminate your participation in the Flex Platform by removing your Information at any time, for any or no reason, without explanation, effective upon sending written notice to the other party. Upon such termination, we will remove all of your information from our servers, though we may retain an archived copy of your Information as required by law or for legitimate business purposes. We maintain sole discretion to prohibit your use of the Services in the future, for any or no reason. Even after your participation in the Flex Platform is terminated, this Agreement will remain in effect.

14. Governing Law, Disputes, Arbitration.

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You agree to submit to the exclusive jurisdiction of the courts of Ontario, except for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below. If you use the Service from outside of Canada, you are responsible for complying with the laws and regulations of the territory from which you access or use the Service.

You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, works of authorship, applications, links and other content or materials that you submit, post or display via the Services. Flex has no responsibility whatsoever for the actions or conduct of Users or Third Party Service Providers. Flex has no obligation to intervene in or be involved in any way in disputes that may arise between Third Party Service Providers, Users, or third parties. Responsibility for the decisions you make regarding providing or accepting fitness services rest solely with You.

For any dispute with Flex, you agree to first email us at Flex’s Customer Service email at contact@flexfitapp.com and attempt to resolve the dispute with us informally. If the matter is not resolved, any disputes or claims in connection with or arising out of this Agreement, its negotiation, breach, existence, validity or termination will be referred to and finally determined by arbitration, from which there will be no appeal, before a single arbitrator in Toronto in accordance with the provisions of the Arbitration Act (Ontario). For greater certainty, the application of article 34 is expressly excluded. Liability for costs will be decided through the arbitration process. The award rendered by the arbitrator shall include costs of arbitration, reasonable legal fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, intellectual property rights, or other proprietary rights. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND FLEX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

15. Other Provisions

Claims of Copyright Infringement.

Claims of copyright infringement should be sent to Flex’s designated agent. Any claims should be sent to 53 Dolomite Court.

Notice

Flex may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Flex by written communication to Flex’s email address at contact@flexfitapp.com.

Assignment

You may not assign or transfer these Terms in whole or in part without Flex’s prior written approval. You give your approval to Flex for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Flex’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Flex or any Third Party Provider as a result of the contract between you and Flex or use of the Services.

Entire Agreement/Severability

If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to.”

This Agreement, together with the Trainer Privacy Policy and any amendments and any documents incorporated by reference herein and any additional agreements you may enter into with Flex in connection with the Services, shall constitute the entire agreement between you and Flex concerning the Services.

Certain Obligations

If the Users fail to comply with any of these terms and conditions, Flex reserves the right to keep information relating to the breach, to publish or disclose this information on the User’s online profile and to suspend or withdraw the User’s access to the Flex Platform.

16. Taxes

You as a Third Party Service Provider understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Listings. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. Flex cannot and does not offer Tax-related advice to any Users.

You hereby acknowledge and agree that in performing the Services, You are not an employee of Flex but are performing the Services as an independent contractor. You acknowledge and agree that Flex shall not be required to make any deductions or contributions (including employment insurance, Canada Pension Plan, workers’ compensation, employer health tax or similar levies) in respect of this engagement. You shall be responsible to report to the proper authorities and pay all taxes, employment insurance contributions, Canada Pension Plan contributions, employer health tax, workers’ compensation premiums, goods and services tax, or any other levies or taxes for which you may be liable at law in respect of any payments to you from the Corporation