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Trainer Terms and Conditions

These GroupFit Technologies, Inc.– Terms and Conditions – Canada (“GroupFit Terms”) govern the access or use by you, an individual, from within any country in the world of any platform, applications, websites, content, products, and services (the “GroupFit Services”) made available by GroupFit Technologies, Inc.

Scope of these GroupFit Terms:

GroupFit Services may be provided by GroupFit or, if specified in these GroupFit Terms or any supplemental terms, affiliates of GroupFit. However, the GroupFit Services provided by GroupFit under these GroupFit Terms do not include any transportation services.

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

You may accept these terms by clicking a box or by using an GroupFit branded application or website or by otherwise affirmatively indicating your acceptance and subsequently, by continuing to access and use the GroupFit Services, you agree to be bound by these GroupFit Terms, as may be amended from time to time, which establishes a contractual relationship between you and GroupFit. If you do not agree to these GroupFit Terms, at any time, you agree not to access or use the GroupFit Services. These GroupFit Terms expressly supersede prior agreements or arrangements with you and GroupFit and/or any affiliates of GroupFit regarding the provision of GroupFit Services. GroupFit may immediately terminate these GroupFit Terms or any GroupFit 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.

Amendments

GroupFit may amend the GroupFit Terms, any supplemental terms or policies (including the Community Guidelines) related to the GroupFit Services from time to time. GroupFit will provide you with notice in the event of a material change to any GroupFit Terms, policies or supplemental terms that detrimentally affects your rights under these GroupFit Terms, by sending an email, providing notice through the GroupFit Services or updating the date at the top of these GroupFit Terms. Unless GroupFit indicates otherwise in its notice (if applicable), the amendments will be effective immediately upon posting of such updated GroupFit Terms at this location or the amended supplemental terms or policies on the applicable GroupFit Service or at this location (as the case may be). Your continued access or use of the GroupFit Services after GroupFit provides such notice, if applicable, or after GroupFit posts such updated terms, constitutes your acceptance of the changes and consent to be bound by the GroupFit Terms, policies and supplemental terms, as amended. If you do not agree to the amended GroupFit Terms, policies or supplemental terms, you agree not to access and/or use the Services.

This agreement is established by and between:
You:
The user of the Group Fit Trainer app (the “App”), who provides sport or physical activity instruction and coaching services as an independent contractor
Hereinafter referred to as the “Contractor”
AND

GROUPFIT TECHNOLOGIESINC.:

A Company incorporated under the laws of the Province of Ontario Hereinafter referred to as the “Company”

WHEREAS, the Company provides access to the App, subject to the terms and conditions outlined herein.

AND WHEREAS the Contractor acknowledges the substantial investment made by the Company in the development of its products, services, and business, recognizing the potential benefit derived by the Contractor from the Company's investment, including its name, goodwill, contacts, and Company reputation.

AND WHEREAS the Contractor may become privy to information regarding customers, potential customers, activities, techniques, business lists, contacts, products, services, and financial information of the Company, along with other confidential matters and trade secrets.

AND WHEREAS the Contractor acknowledges that, to fulfil the Contractor's obligations herein, the Company may entrust the Contractor with confidential matters and trade secrets, to be used solely for the benefit of the Company.

NOW, THEREFORE, the Parties agree as follows:
TERM OF AGREEMENT: This Agreement shall be effective as long as the Contractor is using the GroupFit mobile application ("App").
CONTRACTOR'S BINDING AGREEMENT: The Contractor acknowledges and agrees that by using the GroupFit App, they are bound by the terms and conditions set forth in this Contractor Agreement.
THE PARTIES ACKNOWLEDGE AND AGREE that the recitals set out above are true and correct and are hereby incorporated into and form part of this Contractor Agreement.
THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties agree as follows:

1. General

Term of Agreement

The Contractor's provision of services to the Company under this agreement will begin upon the Contractor's sign-up on the GroupFit platform and will extend indefinitely or until the termination of this Agreement in accordance with the provisions herein.

2. Services and Obligations

Scope of Services: The Contractor agrees to provide sport or physical activity instruction and coaching services (the "Services") through the GroupFit mobile application (the"App"). The Services may include personal training, coaching, or instructing individuals or groups.

3. Time for Services

The Contractor shall devote such of his/her time and attention to the business of the Company as may be agreed to by the Contractor and the Company. The time of service to be provided hereunder by the Contractor shall be as agreed from time-to-time by the Company and the Contractor. Nothing in this Agreement shall be construed so as to prevent or limit the Contractor from continuing to provide services to its other clients provided there is no conflict of interest with the services provided to the Company by the Contractor and that the products and services produced by the Contractor’s other clients do not compete directly or indirectly with products or services in the markets in which the Company sells or services or attempts to sell or services its products and services. If the Company elects to enter into a market where a conflict may arise between the Company and the Contractor, the Contractor will notify the Company and will seek a reasonable resolution in favour of the Company.

4. Compensation

Payment Terms: As of this agreement, the Contractor shall receive 60% of the fee set by the Company for each training session or coaching provided through the App. However, the Company reserves the right to change the compensation percentage at its discretion. Any changes to the compensation percentage will be communicated to the Contractor through a revised agreement, and the revised percentage shall be applicable thereafter.

Payment Schedule: The Company shall make payments to the Contractor on a bi-monthly basis. Payments will be made within 15 days following the end of each bi-monthly period. All payments by clients will be processed through the App by a payment processor to the Company. The Company will make a payment to the Contractor as per the agreed upon commission rate.

Payment Method: Payments shall be made to the Contractor through the preferred payment method specified by the Contractor. The Contractor shall provide accurate and up-to-date payment details to facilitate timely payments.

Disputed Payments: In the event of a payment dispute, the Contractor shall promptly notify the Company in writing within 30 days of the disputed payment, providing detailed information regarding the dispute. The Parties shall work together in good faith to resolve the dispute amicably and without delay.

5. Cancellation Policy

Request for Session Cancellation: The contractor may only request the cancellation of a booked session by creating a support ticket through the GroupFit Helpdesk. This request should be made as soon as the need for cancellation arises, and the contractor must provide a valid reason for the cancellation.

Cancellation Fee with GroupFit's Approval: In the event that GroupFit approves the contractor's request for session cancellation, a cancellation fee of 5% of the session fee will be charged to the contractor. This fee is intended to cover administrative and processing costs associated with the cancellation.

Repeated Cancellations Consequences: In the event of repeated cancellations by the contractor, GroupFit reserves the right to take appropriate action, which may include but is not limited to:

  1. Issuing warnings or notices to the contractor regarding their cancellation behaviour.
  2. Temporarily suspending the contractor's ability to offer services on the GroupFit platform.
  3. Permanently revoking the contractor's access to offer services on the GroupFit platform.

Discretion of GroupFit: The discretion of whether to allow a contractor to remain on the GroupFit platform, following repeated cancellations or other violations of platform policies, is the sole decision of GroupFit. GroupFit will consider the circumstances surrounding the cancellations and other relevant factors in making this determination.

Cancellation Period: Clients are allowed to cancel a booked training session without incurring any charges if the cancellation is made at least 2 hours before the scheduled start time of the session.

Refund for Timely Cancellations: If a client cancels a booked session 2 hours before the scheduled time, the entire fee for the session will be refunded to the client. In this case, the contractor will not be entitled to any compensation for the cancelled session.

Late Cancellation Charges: If a client cancels a booked session within 2 hours of the scheduled start time, the following conditions will apply:

  1. The client will be charged a cancellation fee equal to 15% of the session fee.
  2. The contractor will be compensated at the same rate of compensation as mentioned in Clause No. 4 of the agreement between the Contractor and GroupFit.

Refund Disbursement: Any refund of session fees, as outlined in this Cancellation Policy, will be disbursed to the contractor through their selected disbursement method. The disbursement method must be specified and agreed upon between the contractor and GroupFit. The contractor is responsible for maintaining accurate and up-to-date disbursement information on the GroupFit platform to ensure the timely and accurate processing of any refunds owed to them.

6. Expenses

Travel Expenses: The Contractor acknowledges and agrees that any expenses related to travel to a client's location, including but not limited to transportation, accommodation, meals, and other associated costs, shall be the sole responsibility of the Contractor. The Company shall not be liable for, reimburse, or otherwise cover any travel expenses incurred by the Contractor while performing the Services under this Agreement.

Other Expenses: The Contractor further acknowledges and agrees that any other expenses incurred in connection with the performance of the Services, such as equipment, supplies, licences, insurance, or other incidental costs, shall also be the sole responsibility of the Contractor. The Company shall not be obligated to reimburse or cover any such expenses.

Expense Tracking: The Contractor shall maintain accurate records of any expenses incurred while performing the Services and shall not seek reimbursement or compensation from the Company for such expenses.

Prior Approval: In the event that the Company expressly agrees to reimburse or cover certain expenses in writing, such approval shall be obtained prior to incurring the expenses, and the Contractor shall adhere to any guidelines or conditions set forth by the Company.

7. Licences and Permits

Licence: Contractor grants the Company a non-exclusive, royalty-free licence to use, reproduce, and modify any intellectual property necessary to promote the Services through the App.

8. Rules and Regulations

The Contractor shall comply with all the rules and regulations of the Company from time to time in force which are brought to his/her notice or of which he should reasonably be aware.

9. Insurance

The Contractor shall pay for and maintain for the benefit of the Contractor and the Company, with insurers or through the appropriate government department and in an amount and in a form acceptable to the Company, appropriate insurance concerning the operations and liabilities of the Contractor relevant to this Agreement including, without limiting the generality of the foregoing, workers’ compensation and unemployment insurance in conformity with applicable statutory requirements in respect of any remuneration payable by the Contractor to any employees of the Contractor and public liability and property damage insurance.

10. Indemnity

Contractor's Indemnity: The Contractor agrees to indemnify, defend, and hold harmless GroupFit Technologies Inc. (the "Company"), its officers, directors, employees, agents, and affiliates, from and against any and all claims, demands, liabilities, damages, losses, expenses, and costs (including reasonable attorney's fees) arising out of or related to any actions, omissions, or negligence of the Contractor in connection with the performance of the Services under this Agreement, specifically including, but not limited to, actions taken, incidents, or any liabilities arising from the Contractor's interactions, instructions, or engagement with clients or groups of clients during the provision of services at their respective locations.

Scope of Indemnity: The indemnity provided by the Contractor under this clause includes, but is not limited to, claims or disputes arising from any bodily injury, property damage, intellectual property infringement, breach of confidentiality, violation of laws or regulations, or any other misconduct, act, or omission by the Contractor when performing services at a client's or a group of clients' locations.

Notice and Defense: In the event that a claim or demand is made against the Company that falls within the scope of the Contractor's indemnity obligations, the Contractor shall promptly provide written notice to the Company and shall assume the defence of such claim, using counsel reasonably acceptable to the Company. The Company may, at its option, participate in the defence of any claim at its own expense.

Settlement: The Contractor shall not settle any claim that may give rise to indemnity under this clause without the prior written consent of the Company, which shall not be unreasonably withheld.

11. Service Delivery, Availability, and Company Requirements:

Professional Conduct and Timeliness: The Contractor agrees to provide the Services in a respectful, professional, and courteous manner when delivering services at clients' locations. The Contractor shall arrive promptly and be prepared to deliver the Services at the scheduled times. The Contractor acknowledges the importance of maintaining a positive and respectful relationship with clients during the course of the Services.

Adherence to Availability Schedule: The Contractor shall accurately and promptly update their availability schedule on the GroupFit mobile application (the "App") to reflect their true availability for providing the Services. The Contractor acknowledges that clients rely on accurate availability information to book sessions.

Minimization of Session Cancellations: The Contractor agrees to make reasonable efforts to minimise the cancellation of booked sessions. The Contractor understands that client satisfaction and commitment to scheduled sessions are essential for the success of the Services and the Company.

Adherence to Company Requirements: The Contractor agrees to comply with any reasonable requirements, guidelines, or instructions set forth by the Company in relation to the provision of the Services. The Company may, from time to time, provide additional instructions, protocols, or expectations to enhance the quality and consistency of the Services. The Contractor acknowledges that failure to adhere to such requirements may result in a breach of this Agreement.

Future Requirements: The Contractor acknowledges that the Company reserves the right to introduce and communicate additional requirements, procedures, or standards related to the provision of the Services in the future. The Contractor agrees to promptly incorporate and adhere to any such future requirements as communicated by the Company.

Open Communication: The Contractor agrees to maintain open lines of communication with the Company and to promptly notify the Company of any challenges, delays, or issues that may affect the timely and respectful provision of the Services.

12. Contractor Not an Employee

The Contractor is not an employee of the Company and shall not be entitled to receive from the Company any benefits whatsoever and the Company shall not be required to make contributions for unemployment insurance, Canada Pension, workers’ compensation and other similar levies in respect of the fee for services to be paid to the Contractor pursuant to Article 4 of this Agreement.

13. Contractor Shall Not Contract on Behalf of Company

The Contractor shall not, without the prior written consent of the Company, enter into any contract or commitment in the name of or on behalf of the Company or bind the Company in any respect whatsoever.

14. Termination

The Contractor’s obligations towards the Company will be deemed terminated if the Contractor deactivates their account on the App. As long as the Contractor has an account on the App they are bound by this Agreement.

a) Termination by Company on Notice

The Company may terminate this Agreement upon the giving of ten (10) days’ written notice (delivered electronically) to the Contractor.

15. Covenants of the Contractor

The Contractor acknowledges that in his/her role as a Contractor, the Contractor occupies a position of trust and confidence. The Contractor fully understands that by entering into the non-competition and non-solicitation covenants (collectively, the Restrictive Covenants) described in this Agreement, the Contractor’s ability to earn a living in a business which, directly or indirectly, competes with the Company’s business may be limited. The Contractor agrees that he/she has received and will receive sufficient consideration and other benefits as provided under this Agreement to justify restrictions which, in any event given the Contractor’s education, skills and ability, the Contractor does not believe would prevent the Contractor from earning a living.

The Contractor recognizes and acknowledges that Sections 15(a), 15(b), and 15(c) of this Agreement grant to the Company only such reasonable protection as is necessary to preserve the legitimate interests of the Company, and the Contractor equally recognizes that the description of the Company’s business is reasonable.

a)Confidential InformationThe Contractor acknowledges that the Company has a legitimate and continuing proprietary interest in the protection of its Confidential Information. Consequently, the Contractor agrees not to make any unauthorized use, publication, or disclosure, during or subsequent to the termination of this Agreement, of any Confidential Information, generated or acquired by the Contractor during the course of providing service under this Agreement to the Company, except to the extent that the disclosure of such Confidential Information is necessary to fulfill the Contractor’s responsibilities as a Contractor to the Company. The Contractor’s obligations in respect of the Company’s Confidential Information shall survive the termination of this Agreement.

“Confidential Information” means all information owned, possessed or controlled by the Company and/or its affiliates including, without limitation, all information related to developments, inventions, enhancements, financial, scientific, technical, manufacturing, process know-how and marketing information and all names of or lists of customers or potential customers and suppliers howsoever received by the Contractor from, through or relating to the Company and/or its affiliates and in whatever form (whether oral, written, machine readable or otherwise), which pertains to the Company and/or its affiliates; provided, however, that the phrase “Confidential Information” shall not include information which:

  1. Was in the public domain prior to the date of receipt by the Contractor;
  2. Is properly within the Contractor’s legitimate possession prior to its disclosure hereunder, and without any obligation of confidence attaching thereto;
  3. Becomes part of the public domain by publication or otherwise, not due to any unauthorized act or omission on the Contractors’ part;
  4. After disclosure, is lawfully received by the Contractor from another Entity who is lawfully in possession of such Confidential Information and such other Entity was not restricted from disclosing this information to the Contractor;
  5. Is approved, in writing, by the Company for disclosure prior to its actual disclosure; or
  6. The Contractor is required by law to disclose, provided that, unless prohibited by law, the Contractor first notifies the Company at the first reasonable opportunity that the Contractor is required to disclose such Confidential Information.

The Contractor agrees that all memoranda, notes, lists, records, engineering drawings, technical specifications and related documents and other documents or papers (and all copies thereof) relating to the Company, including such items stored in computer memories, computer disks, microfiche or by any other means, made or compiled by or on behalf of the Contractor during the Contractors’ term of service to the Company, or made available to the Contractor relating to the Company or any affiliate of the Company, shall be the property of the Company, and shall be delivered, along with any copies thereof, to the Company promptly upon the termination of this Agreement for any reason whatsoever or at any other time upon request and the Contractor confirms that it shall not keep any reproductions thereof.

b) Non-Solicitation

Both during the term the Contractor provides services under this Agreement to the Company and for twelve (12) months thereafter, no matter how this Agreement may be terminated, the Contractor will not, without the written consent of the Company:

  • Directly or indirectly induce or attempt to induce, solicit or attempt to solicit any Customer or Prospective Customer of the Company, to cease doing business in whole or in part with the Company or any of its affiliates, for a purpose which is competitive with the Company’s business; or

  • Directly or indirectly solicit or attempt to solicit any employee of the Company to leave the employee’s employment.

“Customer” means any person or Company who, in the twelve (12) months preceding the date of the termination of the Contractor services to the Company hereunder for any reason, has received services provided through the app provided by the Company or its affiliates of which the Contractor was aware.

“Prospective Customer” shall mean:

  1. Any person solicited by the Contractor on behalf of the Company or its affiliates for any purpose relating to the Company’s business at any time during the twelve (12) month period immediately preceding the date of the termination of this Agreement, for any reason; and

  2. Any person solicited by the Company or its affiliates, with the Contractor’s knowledge, for any purpose relating to the Company’s business at any time during the twelve (12) month period immediately preceding the date of the termination of this Agreement.

The Contractor agrees to delete any existing or prospective customers of the Companyfrom Facebook, LinkedIn, Twitter or any other social or professional networking site (“Networking Site”) on or before the date this Agreement is terminated. The Contractor agrees that the Contractor is aware that updating a profile on a Networking Site may equate to solicitation of a customer/client that remains connected to the Company. The Contractor further agrees that, following deletion of connections with the Company’s customers, clients and suppliers on or before the termination date of this Agreement that the Contractor shall not reconnect with any such person, firm or company or, directly or indirectly, contact any such person, firm or company through a Networking Site for the period of the restrictions preventing solicitation of customers and/or clients as provided for in this Agreement.

The Contractor recognizes and expressly acknowledges that the Company would be subject to irreparable harm should any of the provisions of Section 1 (a), 14(b), and 14(c) be infringed, or should any of the Contractor’s obligations thereunder be breached by the Contractor, and that damages alone will be an inadequate remedy for any breach or violation thereof and that the Contractor, in addition to all other remedies, shall be entitled as a matter of right to equitable relief, including temporary or permanent injunction to restrain such breach.

c)Conflict of Interest

The Contractor represents and warrants to the Company that there exists no agreement or contract and that the Contractor is not subject to any obligation, which restricts the Contractor from (i) providing consulting services to the Company (ii) from performing the duties assigned to the Contractor pursuant to this Agreement; or (iii) from soliciting the clients or customers of a third party; or (iv) from using information within the Contractor’s knowledge or control which may be useful in the performance of the Contractor’s duties to the Company.

d) Ownership Rights

All rights, titles and interests in or to the Developments shall vest and are owned exclusively by the Company immediately on its creation and regardless of the stage of its completion. The Contractor irrevocably grants, transfers and assigns to the Company all rights, title and interest, if any, in any and all Developments, including rights to translation and reproductions in all forms or formats and all intellectual property rights thereto, if any, and the Contractor agrees that the Company may copyright said materials in the Contractor’s name and secure renewal, reissues and extensions of such copyrights for such periods of time as the law may permit.

At all times hereafter, the Contractor agrees to promptly disclose to the Company all Developments, to execute separate written transfers or assignments to the Company at the Company’s request, and to assist the Company in obtaining any intellectual property rights in Canada, the United States and in any other countries, on any Developments granted, transferred or assigned to the Company that the Company in its sole direction, seeks to register.

In the performance of the Contractor’s duties for the Company, the Contractor shall not improperly bring to the Company or use any trade secrets, confidential information or other proprietary information of any third party and will not knowingly infringe the intellectual property rights of any third party.

16. License

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

17. Restrictions

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

18. Provisions which Operate Following Termination

Notwithstanding any termination of this Agreement for any reason whatsoever and with or without cause, the provisions of Articles 12, 13 and 15 and any other provisions of this Agreement necessary to give efficacy thereto shall continue in full force and effect following such termination. You also acknowledge that portions of the GroupFit Services may be made available under GroupFit’s various brands or request options associated with physical exercise and training services.

19. App Stores

You acknowledge and agree that the availability of the Applications may be dependent on the third party from which you received the Application’s licence, e.g., the Apple app stores or Android app stores (“App Store”). You acknowledge and agree that these GroupFit Terms are between you and GroupFit and not with the App Stores and that GroupFit is responsible for the provision of the GroupFit Services as described in these GroupFit Terms. However, you acknowledge and agree that if you access the GroupFit Services using Applications developed for Apple iOS and Android mobile devices, Apple Inc. (“Apple”), Google, Inc and/or their applicable international subsidiaries and affiliates, respectively, are third-party beneficiaries of these GroupFit Terms. Upon your acceptance of these GroupFit Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these GroupFit Terms against you as a third-party beneficiary thereof. These GroupFit Terms incorporate by reference any terms set forth in the applicable third party beneficiary’s terms of service, including in Apple’s case, Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and these GroupFit Terms, the terms of these GroupFit Terms will control.

20. Sections and Headings

The division of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

21. Ownership

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

22. GroupFit Active Area

The services that you may receive using the GroupFit Services are available in designated areas as communicated via the Application from time to time (“GroupFit Active Area”). GroupFit does not guarantee that you will be able to use the GroupFit Services to request any such goods and services in the GroupFit Active Area at all times.

23. Your Use Of The GroupFit Services

User Accounts

In order to use most aspects of the GroupFit Services, you must register for and maintain an active personal user GroupFit 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, unless a specific GroupFit Service permits otherwise. Account registration requires you to submit to GroupFit certain personal information, such as your name, address, mobile phone number, and age, as well as bank account information to receive payment disbursements. 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 banking information on file, may result in your inability to access or use the GroupFit Services. 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 GroupFit in writing, you may only possess one Account.

24. Commercial Electronic Messaging

By creating an Account, you agree that GroupFit or its affiliates may send you commercial electronic messages (including email, SMS or push notifications, where applicable) as part of the normal business operation of your use of the GroupFit Services and to send you marketing and promotional messages about any of GroupFit’s Applications, products or services. Where it may be impracticable (including for push notifications) to include an unsubscribe mechanism in certain commercial electronic messages, you may opt-out of receiving commercial electronic messages from GroupFit at any time by following the directions available. You also acknowledge that opting out of receiving electronic messages may impact your use of the GroupFit Services. You also acknowledge that opting out of receiving certain electronic messages may impact your use of the GroupFit Services.

25. User Provided Content

GroupFit may, in GroupFit’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to GroupFit through the GroupFit Services textual, audio, and/or visual content and information, including commentary and feedback related to the GroupFit 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 GroupFit, you grant GroupFit and its affiliates a worldwide, perpetual, irrevocable, transferable, licence for no fee, 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 GroupFit Services and GroupFit’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, licences, consents and releases necessary to grant GroupFit and its affiliates the licence 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 GroupFit’s or its affiliate’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, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by GroupFit in its sole discretion, whether or not such material may be protected by law. GroupFit may, but is not obligated to, review, monitor, or remove User Content, at GroupFit’s sole discretion and at any time and for any reason, without notice to you.

26. Network Access and Devices

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

27. Disclaimer

THE GROUPFIT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. GROUPFIT AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE GROUPFIT TERMS (INCLUDING ANY SUPPLEMENTAL TERMS, WHERE APPLICABLE), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE GROUPFIT SERVICES OR ANY SERVICES OR GOODS REQUESTED BY YOU THROUGH THE USE OF THE GROUPFIT SERVICES, OR THAT THE GROUPFIT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. GROUPFIT AND ITS AFFILIATES DO 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 GROUPFIT SERVICES, AND ANY SERVICES OR GOODS REQUESTED BY YOU THROUGH THE USE OF THE GROUPFIT SERVICES, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. GROUPFIT DOES NOT CONTROL, MANAGE OR DIRECT ANY THIRD PARTY PROVIDERS. THIRD PARTY PROVIDERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF GROUPFIT. GROUPFIT DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE SERVICES. GROUPFIT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS

28. Number

In this Agreement words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organisations and Companies and vice versa.in

29. Benefit of Agreement

This Agreement shall ensure to the benefit of and be binding upon the heirs, executors, administrators and legal personal representatives of the Contractor and the successors and permitted assigns of the Company respectively.

30. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, forms, conditions, undertakings, or collateral agreements, express, implied or statutory between the parties other than as expressly set forth in this Agreement.

31. Amendments and Waivers

No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties hereto. No waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.

32. Assignability

Except as may be expressly provided in this Agreement, neither party hereto may assign its rights or obligations under this Agreement without the prior written consent of the other party hereto.

33. Severability

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

34. Notices

Any demand, notice, or other communication (hereinafter in this Section 6.8 referred to as a “Communication”) to be given in connection with this Agreement shall be given in writing and may be given by email to the recipient as follows:

To the Company:

GroupFit Technologies Inc.

Email: legal@groupfitapp.com

or such other email address or individual as may be designated by notice by either party to the other. Any Communication given by email shall be conclusively deemed to have been given on the day of transmission thereof. If the party giving any Communication knows or ought reasonably to know of any difficulties with the email system that might affect the delivery, any such Communication shall be given by an alternative method agreed upon by both parties.

35. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

36. Attornment

For the purpose of all legal proceedings this Agreement shall be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario shall have jurisdiction to entertain any action arising under this Agreement. The Company and the Contractor each hereby attorns to the jurisdiction of the courts of the Province of Ontario provided that nothing herein contained shall prevent the Company from proceeding at its election against the Contractor in the courts of any other province or country.

37. Contractor’s Acknowledgement

The Contractor acknowledges that they have read and understand the foregoing and that the Company has advised the Contractor that this Agreement substantially alters and supersedes the Contractor’s rights at common law. The Contractor specifically acknowledges that the Company has advised them independent legal advice prior to executing this Agreement.

38. No Right to Sue

The Contractor shall have no further right to sue the Company for damages or additional damages or benefits other than as set out herein.

38. Application Usage

This Agreement shall remain in force for the duration of the Contractor's active use of the GroupFit app and platform. In the event of any disputes or differences between the Contractor and the Company, the Contractor agrees to promptly cease using the GroupFit app, erase their profile from the platform and delete the application from their mobile device. Termination of app usage, erasure of the Contractor's profile and deletion of the application shall collectively constitute the Contractor's acknowledgment and acceptance of the cessation of obligations under this Agreement.

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