GYMYG Independent Trainer Agreement

Last updated:

July 1, 2023

These terms constitute a legally binding agreement between you and GYMYG Fitness Ventures Inc, a Delaware corporation, and its subsidiaries, representatives, affiliates, officers and directors (collectively, "GYMYG") governing your use of the GYMYG platform and any related content or services, including the GYMYG Trainer App.

By accessing or using GYMYG, you confirm your agreement to be bound by these terms. If you do not agree to these terms, do not access or use GYMYG.

IMPORTANT: PLEASE BE ADVISED THAT THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS AGAINST GYMYG AND HOW ANY SUCH CLAIMS ARE RESOLVED. REVIEW THE ARBITRATION AGREEMENT IN SECTION 2 CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH GYMYG ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH BINDING ARBITRATION WITH NO RIGHT TO SEEK RELIEF IN A COURT OF LAW OR TO HAVE A JURY TRIAL. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THESE TERMS AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Relationship, Termination, Modification

Arbitration Agreement

Trainer Conduct & Requirements

Informed Consent & Assumption of Risk

Disclaimers & Limitation of Liability

Other Provisions

Relationship, Termination, Modification

Independent Contractor Relationship

GYMYG is contracting with you to provide group/class/virtual physical fitness training services to GYMYG clients on its platform. These services will be provided on a non-exclusive, short-term, ad hoc basis. You are under no obligation to work any particular hours or to provide any quantum of services. Similarly, GYMYG is under no obligation to provide training sessions or clients and makes no promises or guarantees that you will be used or that any minimum compensation will be earned.

Service Commitment

If you affirmatively commit to a particular workout, however, you agree to provide training services for that specified workout, at the specified time, and for the specified compensation (including any applicable surge or bonus payments) which will be paid no later than 7 days after rendering services. You agree to use your best efforts in providing services under the terms of this agreement.

Independent Contractor Status

You are being hired as an independent contractor and not as an employee of GYMYG for any purpose. You are not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by GYMYG to its employees. You are responsible for all social security, self-employment, and income taxes, disability insurance, workers' compensation insurance, any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of your services hereunder.

Professional Judgment

Although GYMYG will provide a daily workout that clients expect to follow, you will use your professional judgment and training expertise to lead a safe, engaging, welcoming, and healthy workout session. Because GYMYG is contracting with you for your personal services within your area of professional expertise, you shall not delegate or subcontract any portion of the services to be performed hereunder. You are responsible for furnishing, at your expense, all equipment and supplies necessary for the provision of the services and your use of GYMYG.

Termination

This agreement may be terminated by either party at any time. GYMYG, in its sole discretion, may immediately terminate these terms, its contractual relationship with you, or any services with respect to you, or generally cease offering or deny access to GYMYG or any portion thereof, at any time for any reason.

Modification

GYMYG reserves the right to modify these terms or its policies at any time, effective upon posting of any updated version of these terms on the GYMYG website and/or through a notice in the GYMYG Trainer App. You should regularly review these terms, as your continued use of GYMYG after any such changes constitutes your acceptance.

Informed Consent & Assumption of Risk

Physical Condition

You certify that you are of adequate physical condition to lead and participate in physical exercise. You will disclose to GYMYG should you lose your training certification or become unable for any reason to lead training classes or provide virtual training services.

Risk Assumption

You assume the risk of physical injury. You will not hold GYMYG liable for any physical injury, whether minor, severe, or otherwise, that results from the services you provide to GYMYG and its members.

Disclaimers & Limitation of Liability

Algorithm Disclaimer

GYMYG's use of algorithms in an attempt to provide services or improve the experience of users (both members and trainers) and the security and safety of the services does not constitute a guarantee or warranty of any kind, express or implied.

Liability Limitation

GYMYG shall not be liable for any damages, liability or losses arising out of your use of, reliance on, or inability to use any part of GYMYG, its platform, or its services. GYMYG shall not be liable for delay or failure in performance resulting from causes beyond GYMYG's reasonable control.

Consequential Damages

GYMYG 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 GYMYG, regardless of the negligence of GYMYG, even if it has been advised of the possibility of such damages.

Indemnification

You agree to indemnify and hold GYMYG harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorneys' fees), arising out of or in connection with (i) your use of GYMYG or services or goods obtained through your use of GYMYG, (ii) your breach or violation of any of these Terms or GYMYG policies, (iii) GYMYG's use of information provided by you, (iv) your violation of the rights of any third party, (v) your violation of law, or (vi) your failure to competently provide the contracted-for training services.

Other Provisions

Entire Agreement

This document reflects the entire agreement between the parties and supersedes all prior written and oral representations. The contract may not be amended, altered, or supplemented, except in writing, signed by both GYMYG and the trainer.

Governing Law

These terms shall be construed in accordance with the laws of the state of California, without regard to the choice of conflict of law principles of any jurisdiction. This choice of law applies only to the interpretation of this agreement, and does not extend any state or national law to you if your dispute does not arise in that state or nation. Any dispute, claim or controversy arising out of incidents or accidents resulting in personal injury that you allege occurred in connection with your use of GYMYG shall be governed by the laws of the forum in which the incident or accident occurred.

Notices

GYMYG may give notice to you by means of a general notice on the GYMYG Trainer App, electronic mail to the email address associated with your account, telephone or text message to any phone number provided with your account, or by written communication sent by first class mail to the address associated with your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or at the time of sending (if by email, telephone, or in the GYMYG Trainer App). You may give notice to GYMYG by first class mail to our registered agent for service of process, The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801.

Severability

If any provision of this contract shall be held to be invalid, or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the court finds there any provision of this contract is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Waiver

The failure of either party to enforce any provision of this contract shall not be construed as a waiver or a limitation of that parties right to subsequently enforce and compel strict compliance with every provision of this contract.