Partner Agreement


ALFIE FITNESS CONCIERGE LLC
SOFTWARE LICENSE AND ONLINE SERVICES AGREEMENT


Last update: 24 August 2016

This Software License and Online Services Agreement (“Agreement”) constitutes a legal agreement between [you, an individual] (“you”) and ALFIE TECH SERVICES INC., a Corporation duly incorporated pursuant to the Canada Business Corporations Act (“Company”).

The company, (“Alfie”), provides lead generation to independent providers of fitness, group class and lifestyle services on a peer‐to­peer (collectively, “P2P”) basis using the Alfie Services (as defined below). The Alfie Services enable an authorized supervised­fitness provider to seek, receive and fulfill requests for supervised­ fitness services from an authorized user of Alfie’s mobile applications. You desire to enter into this Agreement for the purpose of accessing and using the Alfie Services.

You acknowledge and agree that Company is a technology services provider that does not provide supervised fitness services.

In order to use the Alfie Services, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and Company shall be bound by the terms and conditions set forth herein.

IMPORTANT: PLEASE NOTE THAT TO USE THE ALFIE SERVICES, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. BY VIRTUE OF YOUR [ELECTRONIC] EXECUTION OF THIS AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION.

1. Definitions

1.1 “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.

1.2 “Company Data” means all data related to the access and use of the Alfie Services hereunder, including all data related to Users (including User Information), all data related to the provision of Fitness Services via the Alfie Services and the Trainer App, and the Trainer ID.

1.3 “Device” means Your Device.

1.4 “Trainer App” means the mobile application provided by Company that enables supervised fitness providers to access the Alfie Services for the purpose of seeking, receiving and fulfilling on­demand requests for supervised fitness services by Users, as may be updated or modified from time to time.

1.5 “Trainer ID” means the identification and password key assigned by Company to you that enables you to use and access the Trainer App.

1.6 “Fee” has the meaning set forth in Section 4.1.

1.7 “Service Fee” has the meaning set forth in Section 4.4.

1.8 “Territory” means the city or metro areas in Canada in which you are enabled by the Trainer App to provide Fitness Services.

1.9 “Fitness Services” means your provision of P2P supervised fitness services to Users via the Alfie Services in the Territory using your own or third­party equipment at a Venue.

1.10 “Alfie Services” mean Alfie’s on­demand lead generation and related services licensed by Alfie to Company that enable providers of supervised fitness services to seek, receive and fulfill on­demand requests for supervised fitness services by Users seeking supervised fitness services, which services include Alfie’s software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified from time to time.

1.11 “User” means an end user authorized by Alfie to use the Alfie mobile application for the purpose of obtaining Fitness Services offered by Fitness Services providers registered on the Alfie platform to customers.

1.12 “User Information” means information about a User made available to you in connection with such User’s request for and use of Fitness Services, which may include the User’s name, desired location, required Fitness Service, contact information and photo.

1.13 “Venue” means a venue that you use to provide Fitness Services that: (a) you have legal access to; (b) meets the then‐current Company requirements for a venue on the Alfie Services; and (b) Company authorizes for your use for the purpose of providing Fitness Services (c) At the client place

1.14 “Your Device” means a mobile device owned or controlled by you: (a) that meets the then­current industry standards; and (b) on which the Trainer App has been installed as authorized by Company solely for the purpose of providing Fitness Services.

2. Use of the Alfie Services

2.1 Trainer IDss. Alfie will issue you a Trainer ID to enable you to access and use the Trainer App on a Device in accordance with this Agreement. You acknowledge and agree that you are required to fulfill a request for Fitness Services using the Trainer App every three months to maintain an active Trainer profile, and Company reserves the right to potentially deactivate your Trainer ID if you have not fulfilled a request for Fitness Services using the Trainer App [at least once a month]. You agree that you will maintain your Trainer ID in confidence and not share your Trainer ID with any third party. You will immediately notify Company of any actual or suspected breach or improper use or disclosure of your Trainer ID or the Trainer App.

2.2 Provision of Fitness Services. When the Trainer App is active, User requests for Fitness Services may appear to you via the Trainer App if you are available and in the vicinity of the User. If you accept a User’s request for Fitness Services, the Alfie Services will provide you with certain User Information via the Trainer App, including the User’s first name, time and location desired. It is recommended that you wait at least ten (10 to 15) minutes for a User to show up at the agreed Venue where the Fitness Services will be rendered. You will obtain the request from the User through the Trainer App. You acknowledge and agree that once you have accepted a User’s request for Fitness Services, Alfie’s mobile application may provide certain information about you to the User, including your first name, contact information, photo and the Venue. You shall not contact any Users for any reason except for the purposes of fulfilling Fitness Services. As between Company and you, you acknowledge and agree that: (a) you shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Fitness Services; and (b) except for the Alfie Services or any company devices (if applicable), you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform the Fitness Services.

2.3 Your Relationship with Users. You acknowledge and agree that your provision of Fitness Services to Users creates a direct business relationship between you and the User. Company is not responsible or liable for the actions or inactions of a User in relation to your activities or your Venue. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Fitness Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. You acknowledge and agree that Company may release your contact and/or insurance information to a User upon such User’s reasonable request. You acknowledge and agree that, unless specifically consented to by a User, you may not provide Fitness Services other than a User and any individuals authorized by such User, during the performance of Fitness Services for such User. You acknowledge and agree that all Users should be provided with the Fitness Services at the agreed Venue, as directed by the applicable User, without unauthorized interruption.

2.4 Your Relationship with Company. You acknowledge and agree that Company’s provision to you of the Trainer App and the Alfie Services creates a direct business relationship between Company and you. Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Fitness Services, your acts or omissions, or your operation and maintenance of the Venue or the relationship with any third­party Venue provider. You retain the sole right to determine when and for how long you will utilize the Trainer App or the Alfie Services. You retain the option, via the Trainer App, to attempt to accept or to decline or ignore a User’s request for Fitness Services via the Alfie Services, or to cancel an accepted request for Fitness Services via the Trainer App, subject to Company’s then ­current cancellation policies.  You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand that you retain the complete right to; (i) use other software application services in addition to the Alfie Services; and (ii) engage in any other occupation or business. Company retains the right to, at any time at Company’s sole discretion, deactivate or otherwise restrict you from accessing or using the Trainer App or the Alfie Services in the event of a violation of this Agreement, your disparagement of Company or any of its Affiliates, your act or omission that causes harm to Company’s or its Affiliates’ brand, reputation or business as determined by Company in its sole discretion, or for any other reason at the reasonable discretion of Company.

2.5 Ratings.

2.5.1 You acknowledge and agree that: (a) after receiving Fitness Services, a User will be

2.5.2 You acknowledge that Company desires that Users have access to the highest quality prompted by Alfie’s mobile or Web application to provide a rating of you and such Fitness Services and, optionally, to provide comments or feedback about you and such Fitness Services; and (b) after providing Fitness Services, you will be prompted by the Trainer App to provide a rating of the User and, optionally, to provide comments or feedback about the User. You shall provide your ratings and feedback in good faith. services via Alfie’s mobile application. In order to continue to receive access to the Trainer App and the Alfie Services, you must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Company for your Territory, as may be updated from time to time by Company in its sole discretion (“Minimum Average Rating”). In the event your average rating falls below the Minimum Average Rating, Company will notify you and may provide you, in Company’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), Company reserves the right to deactivate your access to the Trainer App and the Alfie Services. Additionally, you acknowledge that your repeated failure to accept User requests for Fitness Services while your account is active in the Trainer App or to your regular cancellation of booked Fitness Services sessions creates a negative experience for Users of Alfie’s mobile application. If you do not wish to accept User requests for Fitness Services for a period of time, you should request the deactivation of your account on the Trainer App.

2.5.3 Company and its Affiliates reserve the right to use, share and display your and User ratings and comments in any manner in connection with the business of Company and its Affiliates without attribution to you or your approval. You acknowledge and agree that Company and its Affiliates are distributors (without any obligation to verify) and not publishers of your and User ratings and comments, provided that Company and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or Company’s or its Affiliates’ content policies.

2.6 Location Based Services. You acknowledge and agree that your geolocation information must be provided to the Alfie Services via a Device in order to provide Fitness Services. You acknowledge and agree that: (a) your geolocation information will be monitored and tracked by the Alfie Services when you are logged into the Trainer App and available to receive requests for Fitness Services or when you are providing Fitness Services; and (b) the exact location of the Venue may be displayed to the User before and/or during the provision of Fitness Services to such User. In addition, the Company and its Affiliates may monitor, track and share your geolocation information obtained by the Trainer App and Device for their technical, marketing and commercial purposes, including to provide and improve their products and services.

3. You and Your Venue

3.1 Your Requirements. You acknowledge and agree that at all times, you shall: (a) hold and maintain (i) valid Trainer’s certification with the appropriate level of certification to provide the Fitness Services provided to a User, and (ii) all licenses, permits, approvals and authority applicable to you that are necessary to provide supervised fitness services to third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Fitness Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. You acknowledge and agree that you may be subject to certain background and criminal record checks from time to time in order to qualify to provide, and remain eligible to provide, Fitness Services. You acknowledge and agree that Company reserves the right, at any time in Company’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Trainer App or the Alfie Services if you fail to meet the requirements set forth in this Agreement.

3.2 Venue Requirements. You acknowledge and agree that your Venue shall at all times be: (a) properly registered and licensed to operate as a supervised fitness venue in the Territory; (b) owned, leased by you, or otherwise licensed for you to use for such purposes; (c) suitable for performing the supervised fitness services contemplated by this Agreement; and (d) maintained in good operating condition, consistent with industry safety and maintenance standards for a Venue of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition.

3.3 Documentation. To ensure your compliance with all requirements in Sections 3.1 and 3.2 above, you must provide Company with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any Fitness Services. Thereafter, you must submit to Company written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Company shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement.

4. Financial Terms

4.1 Your Fee Calculation and Your Payment. You are entitled to charge a fee for each instance of completed Fitness Services provided to a User that are obtained via the Alfie Services (“Fee”), where such Fee is calculated based upon an agreed fee amount, minus any transaction expenses, the applicable Service Fee, commission to Alfie and any taxes, as may be agreed in writing between You and the Company from time to time for the applicable Territory (“Fee Calculation”). You are not entitled to charge User for any other taxes or fees incurred during the provision of Fitness Services. You: (i) appoint Company as your limited payment collection agent solely for the purpose of accepting the Fee, depending on the region and/or if requested by you, applicable taxes and fees from the User on your behalf via the payment processing functionality facilitated by the Alfie Services; and (ii) agree that payment made by User to Company shall be considered the same as payment made directly by User to you. Company agrees to remit to you on a bi-weekly basis : (a) the Fee less the applicable Service Fee; and (b) depending on the region, certain taxes and ancillary fees. If you and Alfie have separately agreed, Company may deduct other amounts from the Fee prior to remittance to you (e.g., equipment financing payments, lease payments, mobile device usage charges, etc.

4.2 Changes to Fee Calculation. Company reserves the right to change the Fee Calculation at any time in Company’s discretion based upon local market factors, and Company will provide you with notice in the event of such change that would result in a change in the Fee for each instance of completed Fitness Services. Continued use of the Alfie Services after any such change in the Fee Calculation shall constitute your consent to such change.

4.3 Fee Adjustment. Company reserves the right to: (i) adjust the Fee for a particular instance of Fitness Services (e.g., inefficient service rendering, you fail to properly end a particular instance of Fitness Services in the Trainer App, technical error in the Alfie Services, etc.); or (ii) cancel the Fee for a particular instance of Fitness Services (e.g., User is charged for Fitness Services that were not provided, in the event of a User complaint, fraud, etc.). Company’s decision to reduce or cancel the Fee in any such manner shall be exercised in a reasonable manner.

4.4 Service Fee. In consideration of Company’s provision of the Trainer App and the Alfie Services for your use and benefit hereunder, you agree to pay Company a service fee on a per Fitness Services transaction basis calculated as a percentage of the Fee, as provided or otherwise made available by Company from time to time for the applicable Territory (“Service Fee”). In the event regulations applicable to your Territory require taxes to be imputed in the Fee, Company shall calculate the Service Fee based on the Fee net of such taxes. Company reserves the right to change the Service Fee at any time in Company’s discretion based upon local market factors, and Company will provide you with notice in the event of such change. Continued use of the Alfie Services after any such change in the Service Fee calculation shall constitute your consent to such change.

4.5 Cancellation Charges. You acknowledge and agree that Users may elect to cancel requests for Fitness Services that have been accepted by you via the Trainer App up to 24 hours prior to your arrival for a no charge, for a 50% charge if 12 hours prior. In the event that a User cancels an accepted request for Fitness Services, Company may charge the User a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Fee for the cancelled Fitness Services for the purpose of remittance to you hereunder. The cancellation fee shall be agreed in writing between the Company and You at any time.

4.6 Receipts. As part of the Alfie Services, Company provides you a system for the delivery of receipts to Users for Fitness Services rendered. Upon your completion of Fitness Services for a User, Company prepares an applicable receipt and issues such receipt to the User via email message on your behalf. Such receipts are also provided to you via email or online portal. Receipts include the breakdown of amounts charged to the User for Fitness Services and may include specific information about you, including your name, contact information and photo, as well as the Venue. Any corrections to a User’s receipt for Fitness Services must be submitted to Company in writing within three (3) business days after the completion of such Fitness Services. Absent such a notice, Company shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fee.

4.7 No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Company and its Affiliates may seek to attract new Users to Alfie and to increase existing Users’ use of Alfie’s mobile application. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.

4.8 Taxes. You acknowledge and agree that you are responsible for collecting and remitting all applicable gross receipts, sales and use, excise or any other transaction tax on the provision of Fitness Services.

5. Proprietary Rights; License

5.1 License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants you a non­exclusive, non­transferable, non­sublicensable, non­assignable license, during the term of this Agreement, to use the Alfie Services (including the Trainer App on a Device) solely for the purpose of providing Fitness Services to Users and tracking resulting Fees. All rights not expressly granted to you are reserved by Company, its Affiliates and their respective licensors.

5.2 Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Alfie Services, Trainer App or any Company Device in any way; (b) modify or make derivative works based upon the Alfie Services or Trainer App; (c) improperly use the Alfie Services or Trainer App, including creating Internet “links” to any part of the Alfie Services or Trainer App, “framing” or “mirroring” any part of the Alfie Services or Trainer App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Alfie Services or Trainer App; (d) reverse engineer, decompile, modify, or disassemble the Alfie Services or Trainer App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Alfie Services or Trainer App to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Alfie Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Alfie Services; or (iv) attempt to gain unauthorized access to the Alfie Services or its related systems or networks.

5.3 Ownership. The Alfie Services, Trainer App and Company Data, including all intellectual property rights therein, and the Company Devices are and shall remain (as between you and Company) the property of Company, its Affiliates or their respective licensors. Neither this Agreement nor your use of the Alfie Services, Trainer App or Company Data conveys or grants to you any rights: (a) in or related to the Alfie Services, Trainer App or Company Data, except for the limited license granted above; or (b) to use or reference in any manner Company’s, its Affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, services marks or other indicia of ownership.

6. Confidentiality

6.1 Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party (“Confidential Information“). Confidential Information includes Company Data, Trainer IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non­public information of each party that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.

6.2 Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non‐use no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal recordkeeping requirements).

6.3 Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

7. Privacy

7.1 Disclosure of Your Information. Subject to applicable law and regulation, Company and its Affiliates may, but shall not be required to, provide to you, a User, an insurance company and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about you through any background check) and any Company Data) about you or any Fitness Services provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between you and a User; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in Company’s or any Affiliate’s sole discretion, by applicable law or regulatory requirements (e.g., Company or its Affiliates receive a subpoena, warrant, or other legal process for information); or (d) it is necessary, in Company’s or any Affiliate’s sole discretion, to protect the safety, rights, property or security of Company or its Affiliates, the Alfie Services or any third party; to protect the safety of the public for any reason; to detect, prevent or otherwise address fraud, security or technical issues; and/or to prevent or stop activity Company or its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity).

7.2 Information provided by you and collected about you may be transferred or accessed by Company and its Affiliates around the world, including in jurisdictions that may have less protective privacy laws than your country. You expressly consent to Company’s and its Affiliates’ use of location­based services and you expressly waive and release Company and its Affiliates from any and all liability, claims, causes of action or damages arising from your use of the Alfie Services, or in any way relating to the use of the geo­location and other location­based services.

7.3 Company and its Affiliates may collect your personal data during the course of your application for, and use of, the Alfie Services, which information may be stored, processed, and accessed by Company and its Affiliates for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Company’s and its Affiliates’ legitimate business needs. You expressly consent to such use of personal data.

8. Insurance

8.1 You agree to maintain during the term of this Agreement on all Venues utilized by you under this Agreement insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy the minimum requirements to provide Fitness Services within the Territory. This coverage must also include any no­fault coverage required by law in the Territory that may not be waived by an insured party. You agree to provide the Company and its Affiliates a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this Section 8.1 upon request. Furthermore, you must provide Company with written notice of cancellation of any insurance policy required by Company. Company shall have no right to control your selection or maintenance of your policy. You must be a named insured, for which a premium is charged, on the insurance policy required in this Section 8.1 at all times.

8.2 You agree to maintain during the term of this Agreement workers’ compensation insurance as required by all applicable laws in the Territory. If permitted by applicable law, you may choose to insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, you may choose not to insure yourself against industrial injuries at all, but do so at your own risk.

8.3 You understand and acknowledge that your insurance policy may not afford liability, comprehensive, medical payments, personal injury protection, or other coverage for the Fitness Services you provide pursuant to this Agreement. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not Company’s, to resolve them with your insurer(s).

8.4 Company may maintain during the term of this Agreement insurance related to your provision of Fitness Services as determined by Company in its reasonable discretion, provided that Company and its Affiliates are not required to provide you with any specific insurance coverage for any loss to you, the User or your Venue. You are required to promptly notify Company of any accidents that occur while providing Fitness Services and to cooperate and provide all necessary information related thereto.

9. Representations and Warranties; Disclaimers

9.1 By You. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) Fitness Services using the Venues pursuant to this Agreement, and (ii) supervised fitness services to third parties in the Territory generally.

9.2 Disclaimer of Warranties. COMPANY AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE ALFIE SERVICES, TRAINER APP AND THE COMPANY DEVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE ALFIE SERVICES, TRAINER APP OR THE COMPANY DEVICES: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR SUPERVISED FITNESS SERVICES. COMPANY AND ITS AFFILIATES FUNCTION AS AN ON‐DEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE USERS WHO MAY REQUEST OR RECEIVE SUPERVISED FITNESS SERVICES FROM YOU, AND COMPANY AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE USERS. BY USING THE ALFIE SERVICES AND TRAINER APP, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE ALFIE SERVICES OR TRAINER APP. NOTWITHSTANDING COMPANY’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM USERS ON YOUR BEHALF AS SET FORTH IN SECTION 4 ABOVE, COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USER OR OTHER THIRD PARTY.

9.3 No Service Guarantee. COMPANY AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE ALFIE SERVICES OR TRAINER APP. YOU ACKNOWLEDGE AND AGREE THAT THE ALFIE SERVICES OR TRAINER APP MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE ALFIE SERVICES OR TRAINER APP MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.

10. Indemnification. You shall indemnify, defend (at Company’s option) and hold harmless Company and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Fitness Services or use of the Alfie Services.

11. Limits of Liability. COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR COMPANY’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 4 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF COMPANY OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

12. Term and Termination

12.1 Term. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.

12.2 Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Company may terminate this Agreement or deactivate your Trainer ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Company and its Affiliates, to provide Fitness Services or to utilise the Venue, or as otherwise set forth in this Agreement.

12.3 Effect of Termination. Upon termination of the Agreement, you shall: (a) promptly return to Company all Company Devices; and (b) immediately delete and fully remove the Trainer App from any of Your Devices. Outstanding payment obligations and Sections 1, 2.3, 2.5.3, 4.7, 4.8, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14 and 15 shall survive the termination of this Agreement.

13. Relationship of the Parties

13.1 Except as otherwise expressly provided herein with respect to Company acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contractors. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Company and you; and (b) no joint venture, partnership, or agency relationship exists between Company and you.

13.2 You have no authority to bind Company or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of Company or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Company, you undertake and agree to indemnify, defend (at Company’s option) and hold Company and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.

14. Miscellaneous Terms

14.1 Modification. Company reserves the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the portal available to you on the Alfie Services. Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Alfie Services, or downloading, installing or using the Trainer App, you are bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fee Calculations. Continued use of the Alfie Services or Trainer App after any such changes shall constitute your consent to such changes.

14.2 Supplemental Terms. Supplemental terms may apply to your use of the Alfie Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

14.3 Severability. If any provision of this Agreement is or becomes invalid or non­binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non‐binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non­binding provision, given the contents and purpose of this Agreement.

14.4 Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of Company’s business, equity or assets.

14.5 Entire Agreement. This Agreement, including all Supplemental Terms, constitutes 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 this Agreement, the words “including” and “include” mean “including, but not limited to.”

14.6 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third­party beneficiary claims.

14.7 Notices. Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Alfie Services. Any notice delivered by you to Company under this Agreement will be delivered by contacting Company at partner@alfie.fit. Additional Territory ­specific notices may be required from time to time.

15. Governing Law; Dispute Resolution

15.1 The interpretation of this Agreement shall be governed by the laws of the Province of Quebec, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Alfie Services shall be subject to the exclusive jurisdiction of the provincial and federal courts located in Montreal. The failure of Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Alfie in writing.

By clicking “I accept”, you expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of the Agreement, and that you are legally competent to enter into this Agreement with Company.