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TERMS OF SERVICE

  1. Definitions and Interpretation

Unless otherwise defined herein, or the context otherwise dictates, capitalized terms used in the Terms of Service shall have the indicated meanings set forth in Exhibit “A” attached hereto.

  1. Acceptance
    1. By directly or indirectly accessing or making use of the Happy Trainers. (the “Vendor”), and/or by clicking the acceptance button, you: (i) signify your agreement to be bound by the terms and conditions set out in this terms of service (including its Exhibit) and the Vendor’s privacy policy found at https://happytrainers.com incorporated herein by reference (collectively, the “Terms of Service”); and (ii) represent and warrant that you are older than 18 years of age and that you have, and at all times shall have, the necessary power, capacity, and authority to enter into, abide by, comply with and perform your obligations under the Terms of Service.
    2. The Vendor reserves the right to, at its sole discretion, amend the Terms of Service at any time and without notice, the most current version of which shall always be available at https://happytrainers.com . You acknowledge and agree that the continued use of the Services by you or your Agents, following any amendment of the Terms of Service, shall signify your assent to, and acceptance of, such amended terms and conditions.
    3. Subject to the Terms of Service, if you do not agree to the Terms of Service, or any subsequently amended term or condition thereof, you and your Agents cannot use the Services, and any Terms of Service previously entered into must forthwith be terminated by you pursuant to Section 12(a).
  1. Special Consents and Acknowledgements
    1. YOU ACKNOWLEDGE AND AGREE THAT:
      1. IF YOU HAVE AN EMERGENCY, HAVE AN URGENT HEALTH CONCERN OR NEED TO OBTAIN MEDICAL ADVICE, YOU SHOULD REFRAIN FROM USING THE SERVICES AND THE CONTENT AND SHOULD IMMEDIATELY CONTACT YOUR PHYSICIAN OR GO TO THE NEAREST HOSPITAL;
      2. THE INFORMATION CONTAINED WITHIN THE SERVICES AND THE CONTENT IS INTENDED TO BE GENERAL IN NATURE, NOTHING CONTAINED WITHIN THE SERVICES OR THE CONTENT CONSTITUTES MEDICAL ADVICE AND YOU SHOULD NOT RELY ON ANYTHING CONTAINED WITHIN THE SERVICES OR THE CONTENT AS A SUBSTITUTE FOR APPROPRIATE AND TIMELY CONTACT WITH YOUR PHYSICIAN;
      3. THE VENDOR DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO: (1) CONTENT FORMING PART OF OR PROVIDED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION WORK-OUT PLANS, EXERCISE VIDEOS, AND OTHER SIMILAR CONTENT, WHETHER OR NOT PROVIDED BY OR ON BEHALF OF THE VENDOR AND (2) TRAINERS, INCLUDING WITHOUT LIMITATION THE QUALITY OR CERTIFICATION LEVELS THEREOF, AND THAT INTERACTIONS WITH TRAINERS THROUGH THE SERVICES OR OTHERWISE IS AT YOUR SOLE DISCRETION AND RISK;
      4. YOU SHOULD NEVER CHANGE OR STOP ANY COURSE OF MEDICAL TREATMENT WITHOUT FIRST CONSULTING YOUR PHYSICIAN; AND
      5. PARTICIPATING IN AN EXERCISE PROGRAM OR DIET CAN CAUSE INJURY, AND YOU ELECT TO DO SO ENTIRELY AT YOUR OWN RISK.
  1. License to Use Services
    • Subject to your compliance with the terms and conditions of the Terms of Service, the Vendor hereby grants to you a revocable, personal, non-exclusive, non-sublicensable, non-assignable and non-transferable license to use the Services procured and/or purchased by you, or for you, exclusively in the manner set out in the Terms of Service.
    • All right, title, interest, ownership rights, and intellectual property rights in and to the Services and the trademarks of the Vendor, are and shall remain the property of the Vendor and its licensors, as applicable.
    • The Vendor reserves all rights to the Services not expressly granted to you herein, and without limiting the generality of the foregoing, nothing in the Terms of Service grants to you, by implication, estoppel, or otherwise, any license or right to use the Services, any Content other than Your Content and/or the Vendor’s name, domain names, trademarks, logos, or other distinctive brand features, other than as expressly set out in the Terms of Service.
    • Notwithstanding any other term of the Terms of Service, including without limitation Section 4(a), no TSR Customer, Trainer or Trainee shall be allowed or permitted to access or make use of the Services, until such TSR Customer, Trainer or Trainee has entered into the most current version of the Terms of Service.
  2. Information and access IDs
    • In order to use the Services, you must provide certain information through the Services, including without limitation your full legal name, physical address, email address, and phone number. You may furthermore be asked to disclose your credit card details, payment processor account information and certain other information with respect to the payment of Fees and Charges (in each case as defined below) and other financial transactions facilitated by the Services. You represent and warrant that all information you provide to the Vendor through the Services, and otherwise, shall be true, accurate, current and complete, and you shall update such information as necessary to maintain its truth and accuracy. You furthermore represent and warrant that at no point shall you impersonate any person or entity or misrepresent any affiliation of a person or entity.
    • You acknowledge and agree that you shall: (i) maintain the security and confidentiality of your Access IDs; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services (iii) notify the Vendor promptly of any unauthorized access to, or use of the Services; (iv) not share your Access IDs with any other person unless agreed to in writing by the Vendor; (v) if you are a TSR Customer, ensure that only the Trainers and Trainees who have been authorized to do so obtain Access IDs from the Vendor, subject to, and in compliance with, the Usage Plan you subscribe to at such time; and (vi) if you are a TSR Customer, ensure that the Access IDs are not shared between any Trainers, Trainees and/or third parties, unless agreed to in writing by the Vendor. You acknowledge and agree that you shall: (i) maintain the security and confidentiality of your Access IDs; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services (iii) notify the Vendor promptly of any unauthorized access to, or use of the Services; (iv) not share your Access IDs with any other person unless agreed to in writing by the Vendor; (v) if you are a TSR Customer, ensure that only the Trainers and Trainees who have been authorized to do so obtain Access IDs from the Vendor, subject to, and in compliance with, the Usage Plan you subscribe to at such time; and (vi) if you are a TSR Customer, ensure that the Access IDs are not shared between any Trainers, Trainees and/or third parties, unless agreed to in writing by the Vendor.
  3. Payment Processing
    • Payment processing services for the Services are provided by Stripe Payments Canada Ltd., and their respective affiliates or other payment processing services providers as the Vendor may choose from time to time (collectively referred to herein as the Payment Processing Services Provider). You hereby authorize the Vendor to share with the Payment Processing Services Provider the financial information, banking details, transaction information and account information provided by you and/or related to your use of the Services as is reasonably required for the provision of the payment processing features contemplated by the Services (including payment of Fees and Charges (each as defined below)). You also agree that the Vendor is not responsible or liable for the use or misuse of such financial information, banking details, transaction information, and account information by the Payment Processing Services Provider or any third party.
  4. Payment of Fees to Vendor
    • If you are a TSR Customer, then you acknowledge and agree that:
      • UNTIL THE TERMS OF SERVICE IS TERMINATED BY YOU OR THE VENDOR IN ACCORDANCE WITH SECTION 12, YOU SHALL PAY TO THE VENDOR MONTHLY OR ANNUAL FEES IN ADVANCE BASED ON THE USAGE PLAN SUBSCRIBED TO BY YOU DURING THE APPLICABLE PERIOD AND ALL IN-APPLICATION PURCHASES MADE BY YOU AND YOUR AGENTS DURING SUCH PERIOD, CALCULATED IN ACCORDANCE WITH THE FEE SCHEDULE (collectively, the “Fees”);
      • THE FEES SHALL BE PAID BY CREDIT CARD OR IN ANOTHER FORM OF IMMEDIATELY AVAILABLE FUNDS ACCEPTABLE TO THE VENDOR, ACTING REASONABLY, AND IF YOU PROVIDE YOUR CREDIT CARD DETAILS THROUGH THE SERVICES OR OTHERWISE, YOU AGREE TO THE VENDOR AND ITS PAYMENT PROCESSING PROVIDER CHARGING THE FEES TO YOUR CREDIT CARD WITHOUT REQUIRING ANY FURTHER NOTICE TO, OR CONSENT FROM, YOU, AND YOU FURTHERMORE REPRESENT AND WARRANT THAT SUCH FEE PAYMENTS SHALL BE MADE WHEN DUE;
      • if you fail to pay Fees when due, the Vendor shall be entitled to take any action set out in Section 12(b), including without limitation changing your Usage Plan to a Trial Usage Plan, and all overdue Fees shall accrue interest at the rate of 10% per annum, or at the highest legal interest rate, if less, and you shall reimburse the Vendor for all expenses (including reasonable attorneys’ fees) incurred by the Vendor to collect any amount that is not paid when due;
      • you shall be responsible for any and all currency conversion charges as well as sales, service, value-added, use, excise, consumption and any other taxes, duties and charges of any kind, if any, imposed by any federal, provincial or local governmental entity on any Fees other than any taxes imposed on, or with respect to, the Vendor’s income;
      • notwithstanding termination of the Terms of Service, you shall not be entitled to a refund from the Vendor for any Fees or any pro-rata portion of any Fees paid or payable to the Vendor pursuant to the Terms of Service: (A) in respect of any monthly billing cycle that had already commenced at the date of such termination, if you are subscribed to a monthly Usage Plan; and (B) in respect of any annual billing cycle that had already commenced at the date of such termination, if you are subscribed to an annual Usage Plan (by way of example, if you subscribe for an annual Usage Plan on July 5, 2015, and terminate the Terms of Service on July 10, 2016, then you shall be liable to pay the annual Fee for July 5, 2015, to July 4, 2016, and the annual Fee for July 5, 2016, to July 4, 2017, and you shall not be entitled to a refund from the Vendor in relation to any such Fees);
      • NOTWITHSTANDING ANY OTHER TERM OF THE TERMS OF SERVICE, THE VENDOR SHALL BE ENTITLED TO AMEND THE FEE SCHEDULE FROM TIME TO TIME, BY GIVING YOU THIRTY (30) DAYS WRITTEN NOTICE OF SUCH AMENDMENT, WHICH NOTICE SHALL AMEND THE FEE SCHEDULE ACCORDINGLY, AND SHALL BE BINDING ON YOU, AS OF YOUR NEXT MONTHLY OR ANNUAL BILLING CYCLE, AS APPLICABLE (the “Amended Fee Schedule”).
      • IF YOU AGREE TO THE TERMS OF SERVICE AS AMENDED FROM TIME TO TIME BUT DO NOT AGREE TO A SPECIFIC AMENDED FEE SCHEDULE, YOU AND ALL TRAINERS AND TRAINEES WHO HAVE BEEN AUTHORISED TO ACCESS AND USE THE SERVICES PROCURED BY YOU CANNOT USE THE SERVICES AFTER THE END OF YOUR CURRENT MONTHLY OR ANNUAL BILLING CYCLE, AS APPLICABLE, AND THE TERMS OF SERVICE MUST BE TERMINATED BY YOU PURSUANT TO SECTION 12(a) ON OR BEFORE THE LAST DAY OF YOUR CURRENT MONTHLY OR ANNUAL BILLING CYCLE, AS APPLICABLE; and
      • you acknowledge and agree that the Vendor may, from time to time in its sole discretion, offer Trial Usage Plans, and that: (i) you shall comply with any and all additional terms, restrictions and/or limitations imposed by the Vendor on any such Trial Usage Plan; and (ii) the Vendor may at any time and for any reason, without liability to you or any other person alter, amend, modify or cancel any aspect of such Trial Usage Plans, including without limitation, the term, access rights, Fees, nature, scope, features, functionality, operation, and Content associated therewith; and
  5. Happy Trainers Pay and Payment Facilitation
    • If you are a Trainee:
      • You understand that use of the Services may result in charges to you for the services or goods you receive from a TSR Customer and/or Trainer. After you have received services or goods obtained through your use of the Services, if you utilize the Services in such manner, the Vendor will, through its Payment Processing Service Provider, facilitate your payment of the applicable Charges to the applicable TSR Customer and/or Trainer. Payment of the Charges in such manner shall be considered the same as a payment made directly by you to the Service Provider. You hereby acknowledge and agree that the Vendor is not responsible or liable for any failure or error made by the Payment Processing Service Provider in connection with the Services.
      • Charges paid by you are final and non-refundable unless otherwise determined by the Vendor. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Services, any disruption to the Services, or any other reason whatsoever.
      • The Vendor will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Access ID or account regardless of your awareness of such Charges or the amounts thereof. The Vendor may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you.
    • If you are a Service Provider:
      • If you utilize the Services in such manner, you will receive payment through the Payment Processing Services Provider for any Charges actually paid by a Trainee related to services or goods provided by you through the Services, less any commissions, transaction fees or other deductions charged by the Payment Processing Services Provider. You hereby authorize the Vendor to process all payments due to you through its Payment Processing Services Provider.
      • You hereby acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that the Vendor is required to withhold by law. You hereby acknowledge and agree that the Vendor is not responsible or liable for any failure or error made by the Payment Processing Service Provider in connection with the Services, or for any failure by a Trainee to make payment to you in connection with the Services.
      • You hereby acknowledge and agree that you shall be responsible for all currency conversion charges and responsible and liable for the collection and remittance to the relevant government and taxing authorities of all sales, service, value-added, use, excise, consumption and any other taxes, duties and charges of any kind, if any, imposed by any federal, provincial, state or local governmental entity on any Charges. You hereby agree to defend, indemnify and hold harmless the Vendor and its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorney’s fees) arising from any failure by you to collect and remit such charges and amounts.
  1. General Use of the Services – Permissions and Restrictions
    • You shall not use the Services to violate, infringe or appropriate any person’s privacy rights, publicity rights, defamation rights, copyrights, trademark rights, contractual rights or any other legal right.
    • You shall not copy, modify, alter, change, translate, decrypt, obtain or extract the source code of, create derivative works from, reverse engineer, reverse assemble, decompile, disassemble or reverse compile any part of the Services.
    • You shall not use or launch any automated system, including without limitation any “robot” or “spider” that accesses the Services. You shall not collect or harvest any information in an automatic, bulk or systematic way, including any personally identifiable information, from the Services or Content.
    • You shall not interfere with, or attempt to interfere with, the Services or the networks or services connected to the Services, whether through the use of viruses, bots, worms, or any other computer code, file or program that interrupts, destroys or limits the functionality of any computer software or hardware, or otherwise permit such activity.
    • You shall use the Services in accordance with the Terms of Service and any and all applicable laws and regulations. The Vendor reserves the right to investigate and take appropriate action against anyone who, in the Vendor’s sole discretion, violates this provision, including without limitation, taking legal action or any action set out in Section 12(b).
  2. Content
    • Unless otherwise expressly set out in the Terms of Service, all right, title, interest, ownership rights and intellectual property rights in and to Your Content, and your trademarks, are and shall remain your property, your Agents’ property and/or the property of its or their respective licensors, as applicable. Notwithstanding the foregoing, you hereby acknowledge and agree that some or all of Your Content may be inaccessible on or through the Services, including without limitation, due to an event set out in Sections 12 and 18(a)(iv).
    • You hereby acknowledge and agree that Your Content may be disclosed to others in accordance with the selected privacy settings, utilized features and general functionality of the Services, and as such may be accessible to others including without limitation to (i) your Agents; (ii) other users of the Services; (iii) the Vendor and the Vendor’s Agents; (iv) third-party service providers and their Agents; and (v) any other person to whom any of the foregoing persons have granted access to Your Content. The Vendor shall take commercially reasonable steps to ensure that Content identified as private within the functionality of the Services is not shared between TSR Customers (unless you select otherwise), but you acknowledge and agree that the Vendor cannot and does not guarantee any confidentiality with respect to Your Content whatsoever.
    • You represent and warrant that you own or have all of the necessary licenses, rights, consents, and permissions to use and authorize the Vendor to use all patent, trademark, trade secret, copyright and other proprietary rights in and to any and all of Your Content, to permit inclusion and use of Your Content in the manner contemplated by the Services and the Terms of Service without violating, infringing or appropriating any person’s privacy rights, publicity rights, copyrights, trademark rights, contractual rights or any other legal right. You hereby grant the Vendor an irrevocable, perpetual, worldwide, royalty-free, sublicensable and transferable license to use, host, reproduce, distribute, license, display, perform, modify and create derivative works of Your Content, exclusively for the purpose of providing the Services.
    • The Vendor reserves the right to, with or without notice, remove Your Content for any reason whatsoever, including without limitation any of Your Content that: (i) allegedly infringes on another’s intellectual property rights; (ii) is patently offensive, exploitative, criminal, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (iii) is considered adult or pornographic; (iv) harasses or advocates harassment of another person, or promotes illicit or criminal activity; (v) solicits personal information from anyone under 18; (vi) constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (vii) involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, or “spamming”; or (viii) interferes or attempts to interfere with the proper working of the Services, disrupts or attempts to disrupt the normal flow of dialogue with an excessive number of messages (flooding attack) to the Services, prevents or attempts to prevent others from using the Services or otherwise negatively affects other persons’ ability to use the Services.
    • You acknowledge and agree that the Vendor typically does not, and has no obligation to, review, censor or edit Your Content or any other Content, or the contents of any third-party site or application, but may at the Vendor’s sole discretion do so at any time. The Vendor does not make any guarantees about the accuracy, currency, reliability, suitability, effectiveness, quality or correct use of Your Content (including without limitation any fitness or health tracking data, nutritional data or other data or information that you may make available to the Services from a third-party site, application or product and any information you upload or otherwise make available through any document management features of the Services). You acknowledge and agree that the Vendor does not endorse Your Content or any other Content, the contents of any third-party site or application or any opinion, recommendation, or advice expressed therein, and the Vendor expressly disclaims any and all liability in connection therewith. You acknowledge and agree that the Vendor assumes no responsibility for the content, privacy policies, or practices of any third-party, including without limitation, any third-party service provider which may host Content.
    • The Vendor contracts a third party to store Content, including Your Content, and, while these Terms of Service are in effect and you have an active account for access to the Services, will use commercially reasonable efforts to store and back up such Content at reasonable intervals as may be determined by the Vendor in its sole discretion. However, you should make your own interim back-ups of all of Your Content, including without limitation any and all content you upload or otherwise make available through the document management features of the Services. Following any cancellation of your account, the Vendor is under no obligation to store Your Content and may delete your account and Your Content immediately upon such cancellation. Notwithstanding anything to the contrary set forth in these Terms of Service, the Vendor shall have no liability or responsibility for any loss or damage, however, caused, arising from any loss of Your Content.
  3. Feedback
    • You acknowledge and agree that any ideas, suggestions, concepts, processes, techniques, enhancement requests, recommendations, test results, data, information and other output or feedback which you and your Agents provide to the Vendor related to the Services, the Vendor or the Vendor’s business, including without limitation in any user forums made available by the Vendor, and any and all metadata, anonymized data, raw data and other information reflecting the access or use of the Services by you and your Agents (“Feedback”), shall become the Vendor’s property without any compensation or other consideration payable to you or your Agents, and you do so of your own free will and volition. The Vendor may or may not, in its sole discretion, use the Feedback, commercialize the Feedback and/or incorporate the Feedback in whatever form or derivative into the Services, its other products, and services, or any future versions or derivatives of the foregoing. You shall and do hereby assign, and shall cause the assignment of, all rights on a worldwide basis in perpetuity to the Vendor in any and all Feedback and, as applicable, shall and do hereby waive, and shall cause the waiver of, all moral rights therein and thereto.
  4. Termination, Modification, and Suspension
    • SUBJECT TO SECTION 7(a)(v), YOU MAY TERMINATE THE TERMS OF SERVICE AT ANY TIME AND FOR ANY REASON BY INITIATING AND COMPLETING THE ACCOUNT CANCELLATION PROCESS SET OUT AT http://happytrainers.com AND DISCONTINUING YOUR USE OF THE SERVICES.
    • THE VENDOR MAY AT ITS SOLE DISCRETION AT ANY TIME AND FOR ANY REASON, WITH OR WITHOUT NOTICE: (I) BAN ANY COMPUTER OR DEVICE FROM ACCESSING THE SERVICES; (II) PREVENT ANY PERSON FROM ACCESSING THE SERVICES; (III) TERMINATE, MODIFY, SUSPEND OR DISCONTINUE ANY USAGE PLAN, ACCESS ID, TERMS OF SERVICE OR SERVICES; (IV) REMOVE ANY OF YOUR CONTENT; AND/OR (V) CHANGE YOUR USAGE PLAN TO A TRIAL USAGE PLAN.
  5. Warranty Disclaimer
    • THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES AND ALL CONTENT FORMING PART OF OR RELATED TO THE SERVICES (INCLUDING WITHOUT LIMITATION ANY WORK-OUT PLANS, EXERCISE VIDEOS OR SIMILAR CONTENT PROVIDED BY OR ON BEHALF OF THE VENDOR), AND ANY AND ALL INTERACTIONS BETWEEN YOU AND TRAINERS THROUGH THE SERVICES OR OTHERWISE, SHALL IN ALL CASES BE AT YOUR SOLE DISCRETION AND RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE VENDOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED OR STATUTORY, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, HARDWARE COMPATIBILITY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED FROM THE VENDOR OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
    • THE VENDOR MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND ABOUT THE ACCURACY OR COMPLETENESS OF ANY SITES, APPLICATIONS, PAGES OR SERVICES LINKED TO OR THROUGH THE SERVICES. THE VENDOR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR, ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICE OR WEBSITE FEATURED IN ANY USER SUBMISSION, BANNER, SPONSOR MESSAGE OR OTHER ADVERTISING. THE VENDOR SHALL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY OTHER USER OF THE SERVICES OR ANY THIRD-PARTY PROVIDERS OF ANY PRODUCT OR SERVICE.
  6. Limitation of Liability
    • IN NO EVENT SHALL THE VENDOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS DIRECTLY OR INDIRECTLY, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUE, INCOME, PROFIT, REPUTATION, GOODWILL OR CUSTOMERS WHATSOEVER RESULTING FROM YOUR USE OF OR ACCESS TO THE SERVICES OR ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY WORK-OUT PLANS, EXERCISE VIDEOS OR SIMILAR CONTENT PROVIDED BY OR ON BEHALF OF THE VENDOR), INCLUDING WITHOUT LIMITATION RESULTING FROM ANY: (I) ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SERVICES; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT; (III) UNAUTHORIZED ACCESS TO OR USE OF THE VENDOR’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION OR OTHER INFORMATION STORED THEREIN OR THEREON; (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) TERMINATION OF ACCESS TO THE SERVICES OR REMOVAL OF ANY CONTENT BY THE VENDOR; (VI) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD-PARTY; OR (VII) ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT, WHETHER THE FOREGOING IS BASED ON WARRANTY, CONTRACT, TORT, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE AFFECTED PARTIES ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • THE TOTAL AGGREGATE LIABILITY OF THE VENDOR FOR ANY AND ALL CLAIMS RELATED TO THE TERMS OF SERVICE AND/OR USE OF, OR ACCESS TO, THE SERVICES SHALL BE LIMITED TO DIRECT DAMAGES SUFFERED BY YOU, NOT TO EXCEED THE LESSER OF CAD $100.00 AND THE AMOUNT ACTUALLY RECEIVED BY THE VENDOR FROM YOU PURSUANT TO THE TERMS OF SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. ANY ACTION COMMENCED AGAINST THE VENDOR FOR ANY AND ALL CLAIMS RELATED TO THE TERMS OF SERVICE, SHALL BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER SUCH CAUSE OF ACTION SHALL HAVE FIRST ARISEN.
    • THE VENDOR DOES NOT CONTROL CONTENT AND DOES NOT GUARANTEE THE ACCURACY OR INTEGRITY OF SUCH CONTENT. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE VENDOR SHALL NOT BE LIABLE IN ANY WAY FOR ANY CONTENT INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
    • YOU ACKNOWLEDGE AND AGREE THAT WITH RESPECT TO ANY DISPUTE RELATED TO THE TERMS OF SERVICE YOU HEREBY GIVE UP YOUR RIGHT TO (I) HAVE A TRIAL BY JURY; AND (II) PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY DISPUTE RELATED TO THE TERMS OF SERVICE.
    • ALL FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
  7. Indemnity by You

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE VENDOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES) ARISING FROM (I) YOUR OR YOUR AGENTS’ USE OF OR ACCESS TO THE SERVICES; (II) ANY THIRD-PARTY USE OF, OR ACCESS TO, YOUR ACCESS ID; (III) YOUR OR YOUR AGENTS’ VIOLATION OF ANY TERM OF THE TERMS OF SERVICE; (IV) YOUR OR YOUR AGENTS’ VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT; OR (V) ANY CLAIM THAT YOUR CONTENT CAUSED DAMAGE TO A THIRD-PARTY. THIS DEFENCE AND INDEMNIFICATION OBLIGATION SHALL SURVIVE THE TERMS OF SERVICE AND YOUR AND YOUR AGENTS’ USE OF THE SERVICES.

  1. Assignment

The Terms of Service, and any rights and licenses granted hereunder, may not be transferred, assigned or sold by you, but may be transferred, assigned and sold by the Vendor without restriction.

  1. Data Usage and Charges

The Services may use information and data transmission networks operated by third parties to send data, information, and Content from a computer or device to the Vendor’s servers, and to serve data, information, and Content back to such a computer or device. Depending on your wired or wireless data or similar plan with such third-party operators, you may incur charges from such third-party operators for use of its information and data transmission networks. You are solely responsible for any and all costs, including without limitation wireless and cellular data costs, you may incur as a result of the usage of the Services and/or as a result of data, information, and Content submitted or received by your computer or device through the Services.

  1. Updates and Availability of Services
    • You acknowledge and agree that:
      • the Vendor may from time to time, at its sole discretion, make Updates available to you, but is under no obligation to do so;
      • Updates may alter, amend or modify the Services, including without limitation, its nature, scope, features, functionality, operation and Content, and you agree to such Updates being made to the Services from time to time, at the sole discretion of the Vendor;
      • Updates may require you to enter into new terms of service or, alternatively, shall be subject to all terms and conditions of the Terms of Service; and
      • there may be occasions when the Services may be interrupted, including without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
  1. General
    • Nothing in the Terms of Service shall be construed to constitute the Vendor and yourself as principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. You shall have no right or authority to assume or create any obligation of any kind, express or implied, on behalf of the Vendor or waive any right, interest or claim that the Vendor may have, other than as expressly set out herein, or with the prior written consent of the Vendor.
    • If there is any dispute between you and the Vendor about or involving the Services or the Terms of Service, you hereby acknowledge and agree that the dispute shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts in Brampton, Ontario with respect to any claim, proceeding or action relating to or otherwise arising out of the Terms of Service or your access to or use of the Services, howsoever arising, provided always that the Vendor may seek and obtain injunctive relief (or an equivalent type of urgent legal relief) in any jurisdiction.
    • The Terms of Service constitutes the whole legal agreement between you and the Vendor and governs your use of the Services (but excluding any services which the Vendor may provide to you under a separate written agreement), and completely replaces and supersedes any prior and contemporaneous agreements between you and the Vendor in relation to the Services. Notwithstanding the foregoing, you and the Vendor shall be entitled to enter into an additional superseding agreement which by its terms may expressly alter, amend or terminate the Terms of Service.
    • If any provision of the Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Service, which shall remain in full force and effect. No waiver of any term of the Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and the Vendor’s failure to assert any right or provision under the Terms of Service shall not constitute a waiver of such right or provision.
    • Sections 4(b), 4(c), 6, 7(a)(i), 7(a)(ii), 7(a)(iii), 7(a)(iv), 7(a)(v), 8, 9(a), 9(b), 9(c), 9(d), 10 through 16, 19 and such other provisions of the Terms of Service which by implication from its nature is intended to survive the termination or expiration of the Terms of Service, shall survive termination or expiration of the Terms of Service.
  2. Contact the Vendor

You may direct any questions, complaints or claims with respect to the general functionality and operation of the Services to the Vendor at http://happytrainers.com.

EXHIBIT “A”

DEFINITIONS AND INTERPRETATION

“Access IDs” means the unique identification names and corresponding passwords assigned to a TSR Customer and the Trainers and Trainees who have been authorized to access and use the Services procured by such TSR Customer, and allowing such persons to access and use the Services, and “Access ID” shall be construed accordingly.

“Agents” means, with respect to a Party, such Party’s agents, employees, consultants, contractors and/or other authorized representatives, and “Agent” shall be construed accordingly.

“Content” means any material posted on, submitted on, uploaded to, made available to and/or appearing on the Services, including without limitation, data, information, text, graphics, photos, videos, charts, or location information.

“Fee Schedule” means the Vendor’s fee schedule, as provided by the Vendor to certain users of the Services from time to time, setting out the cost of the respective Usage Plans, and/or the cost of the respective In-Application Purchases, as applicable.

“In-Application Purchases” means the supplementary products, services and/or functionality offered for sale by the Vendor, which is not otherwise included in the cost of the Usage Plan subscribed to by a TSR Customer.

“Parties” means the parties to the Terms of Service, and “Party” shall be construed accordingly.

“Services” means the services offered or made available by the Vendor, including without limitation the Rambody software as a service platform, and any website, application or widget associated therewith, as modified by the Vendor by way of Updates from time to time.

“Trainee” means a person directly or indirectly accessing or making use of the Services procured by a TSR Customer as a trainee, including without limitation, for the purpose of accessing, obtaining or otherwise acquiring fitness training services from the TSR Customer and/or a Trainer, and “Trainees” shall be construed accordingly.

“Trainer” means a person directly or indirectly accessing or making use of the Services procured by a TSR Customer as a trainer, including without limitation, for the purpose of offering, providing or otherwise furnishing fitness training services to one or more Trainees, and “Trainers” shall be construed accordingly.

“Trial Usage Plans” means the free or discounted Usage Plans, and the “Trial Usage Plan” shall be construed accordingly.

“TSR Customer” means a person who procures Services from the Vendor, including without limitation, by placing an order for a specific Usage Plan with the Vendor, thereby allowing access to, and use of, such Services by the TSR Customer and the related Trainers and Trainees, and “TSR Customers” shall be construed accordingly.

“Updates” means versions of the Services that contain functional enhancements, modifications, error corrections, and/or fixes relating to the Services, and “Update” shall be construed accordingly.

“Usage Plans” means the access plans to the Services offered for sale or, with respect to certain Trial Usage Plans, on a no-charge basis, by the Vendor to TSR Customers, each such plan allowing the TSR Customer and a certain set number of Trainers and Trainees to access and use the Services or certain features thereof procured by the TSR Customer, through the use of Access IDs, and “Usage Plan” shall be construed accordingly.

“you”, “your” and/or “yourself” means either the TSR Customer, Trainer, or Trainee entering into the Terms of Service, as applicable.

“Your Content” means Content posted, submitted, made available, uploaded and/or displayed on or through the Services by you or your Agents, whether directly or through third-party sites, applications or products (including without limitation any fitness or health tracking data, nutritional data or other data or information that you may make available to the Services from a third-party site, application or product and any and all information you upload or make available through any document management features of the Services).

Amendments to these Terms

We reserve the right to change these Terms from time to time for any reason by posting of the updated Terms to our Website with indication of the modification date at the top of this page. Please check this page to ensure that you’re happy with any changes. The additional notifications on any amendments will be sent to your email. By continuing to use the Services following amendment of these Terms, you consent to be bound by the Terms as amended.

Services Eligibility

Happy Trainers services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. Individuals under the age of 18 can use our Services only in conjunction with and under the supervision of a Parent. In this case, the Parent is responsible for any and all activities of the client.

Verification

As part of the Services, we attempt to verify Trainers' ID (passport, driver’s license etc.) and claimed educational credentials (educational background documents, as diplomas, certificates etc.). The Trainer has to upload a copy of the Trainer’s ID and educational document(s). As a Trainer passes a verification a special Badge applies to the Trainer’s profile and the uploaded copies of documents get deleted from our servers.

We do not control and are not responsible for any information provided by any Trainer with the aim of such verification. Furthermore, we do not endorse or make any representations or warranties regarding the reliability of the verification or Trainers themselves.

Happy Trainers cannot confirm that each User is who they claim to be. You agree and understand that you assume all risks when using the Services, including without limitation any and all of the risks associated with any online or offline interactions with other Users.

While we use good faith efforts to confirm that each Trainer on our Website is a legitimate instructor, we are not able to provide any assurances regarding the trustworthiness of Trainers and the information they provide via our Website. When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don’t know. Neither Happy Trainers nor its affiliates or licensors is responsible for the conduct, whether online or offline, of any User of the Services. Happy Trainers and its affiliates and licensors will not be liable for any claim, injury or damage arising in connection with your use of the Services.

Happy Trainers may or may not utilize third party consumer reporting agencies that perform, among other things, criminal background checks, sex offender registry checks, motor vehicle records checks, credit checks, and identification verifications (“Consumer reports”). Happy Trainers does not endorse or make any representations or warranties regarding the reliability of such consumer reports or the accuracy, timeliness or completeness of any information in the consumer reports. Happy Trainers does not independently verify information in the consumer reports.

You hereby consent to Happy Trainers collecting, using and disclosing the information in the consumer reports. You understand and agree that Happy Trainers may, in its sole discretion, review and rely on the information in the consumer reports in deciding whether to suspend or terminate a User or to investigate a complaint about a User, but that Happy Trainers shall not be responsible or liable in any way in the event that any information in the consumer reports about any person, including without limitation any User, is not accurate, timely or complete. Users who are the subject of consumer reports may contact the service provider to dispute the accuracy, timeliness or completeness of such information. Happy Trainers reserves the right to suspend and/or terminate User based on information in the consumer reports or for any other reason in Happy Trainers sole discretion.

Privacy

You may use the Website and Blog without providing personally identifiable information. To use the Services we may require provide us consensually your personal data. Please refer to our Privacy Policy for additional information on our practices for handling, processing and securing user’s personal data. When you choose to register for or participate in Services or other events in relation to the Services, you agree that you will provide accurate, complete, and up to date personal data as requested on the screens that collect information from you.

Refund

Happy Trainers strives to ensure clear understanding of financial relations between Clients and Trainers with respect to the Services we provide. In case you are not satisfied with the Services or any other reason applicable you may be eligible for a refund in accordance with the terms outlined in the Refund and Payment Policy on the Website. To the fullest extent permitted by law, any refunds at any time are at our sole discretion only.

Companies using Happy Trainers Services are not eligible for refunds. Funds may be reallocated between Company employees (client) in the event that a Company deems an employee no longer eligible for Happy Trainers Services, or in the case where a Company Employee (client) elects to change tutors.

Your Account

Certain of our Services are reserved for registered users on our Website. To become a registered user you must register on our Website for login credentials to be provided or enabled by Happy Trainers (“Login Credentials”) based on the type of access applicable to your use of the Website (whether Student or Tutor). You agree that you are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs under those Login Credentials. You agree to notify us immediately if you believe that any of your Login Credentials have been or may be used without your permission so that appropriate action can be taken.

You may use the Blog and its features without a registered user status. This shall not preclude the application of these Terms and other Happy Trainers applicable documents to your use of Blog, in particular when you submit your article(s) or leave comment(s) on the Blog.

You may not (i) create more than two accounts (one as a Trainer and one as a client) to access the Website, (ii) share your Login Credentials with any third party nor (iii) transfer your account to any third party. Happy Trainers is not responsible for any loss or damage caused by, or expense incurred by you as a result of, your failure to safeguard your Login Credentials. You agree that you shall not rent, resell, or remarket the Website, or provide access to the Services to any third party. We are not responsible for losses or damage caused by your failure to safeguard your login and password. Happy Trainers may terminate any Login Credentials in its sole discretion; you will not be entitled to create a new account to access the Website if your prior Login Credentials have been terminated by Happy Trainers.

Upon registering for our Services an account for Students may automatically be created for you. You may select a profile photo or insert a link to your account on Google+ or Facebook to display with your account information. Please be advised that provision of your photo is not an obligatory term to use our Services. You may edit your account with additional information at your sole discretion. Additional information may help you to get more from the Services, for instance, finding a necessary tutor. At the same time, you are not required to provide additional information, not specifically necessary for the registration, it is your choice. The security of any personal data you choose to share within your account is subject to our Privacy Policy.

Upon registering for our Services a profile for Tutors is automatically created for you. Please be advised that provision of your photo and video introduction is an obligatory term to use our Services. You may edit your profile with additional information at your sole discretion. Additional information may help you to get more from the Services, for instance, finding students. At the same time, you are not required to provide additional information, not specifically necessary for the registration. Therefore, it is your choice whether to include additional data to your profile, or not, such as country, language skills, education and work experience. The security of any personal data you choose to share within your account is subject to our Privacy Policy.

Direct Interactions

Happy Trainers does not take part in direct interactions between clients and Trainers except when we consider it advisable:

  1. to ensure compliance with these Terms;
  2. to improve our Services; or
  3. as stated in our Refund and Payment Policy.

Happy Trainers does not have control over transactions between Users except as stated in our Refund and Payment Policy. Happy Trainers does not control Trainer Package provided by Trainers, any reviews or ratings provided by Users, nor of the actions or omissions whatsoever of any User.

Representations and Warranties

Trainer-Specific Representations.

If you utilize the Services as a Trainer, (i) You represent and warrant that for each provided Trainer Session or a Trainer Package you have the right to provide services contained in such Trainer Session or a Trainer Package for the purposes of these Terms and that you are capable of fulfilling any offers contained in such Trainer Session or a Trainer Package; (ii) You warrant that you will keep all your Trainer Packages up to date on the Website by notifying Happy Trainers of any changes that would affect the accuracy of such Trainer Packages; (iii) You hereby grant to Happy Trainers and its Users, the right to view and distribute your Trainer Packages without restriction and you acknowledge that your Trainer Packages may be widely disseminated and viewed by large numbers of people; (iv) You acknowledge and agree that Happy Trainers may display advertisements on the Services in connection with your Trainer Packages without any payment obligation to you; (v) You acknowledge and agree that Happy Trainers may improve the video that You provided for your profile on the Website, the improvements can be made by cutting the video to a specific size, adding the Happy Trainers logo on the video, improving the quality of sound in the video, publishing the video on the Happy Trainers channel with adding the description and link to the Trainer’s profile; (vi) You agree to use good faith efforts to provide clients a professional-quality training experience; (vii) you are legally eligible to provide training in the jurisdiction where you provide training; (viii) you have complied and will comply with all laws and regulations that are applicable to you; and (ix) you operate an independent enterprise with respect to which you have obtained all business licenses and permits necessary to legally provide training services.

Client-Specific Representations.

If you utilize the Website as a Client, (i) You agree to honor the commitments you make to the Trainer via the Website; (ii) You agree that you will not circumvent or manipulate our fee structure, the billing process, or fees owed to Happy Trainers or the Trainer; fail to deliver payment for items purchased by you from the Trainers; and (iii) You agree to use good faith efforts to interact with Trainer online for the Trainer Sessions.

Trainers’ Introduction Video and Profile Picture

Tutors grant Happy Trainers the rights to use Trainer’s Introduction video, name and profile picture for marketing, advertising or promotional purposes. Happy Trainers may publish Trainer’s Introduction videos and profile pictures to our official channels in third-party social media advertising system, video hosting and streaming services, such as YouTube, Vimeo, Facebook or others, as to ensure accessibility and visibility to Happy Trainers students regardless of location.

You may always request to remove any Introduction videos published to our official channels in third-party social media, video hosting and streaming services by writing to http//happytrainers.com.

Trainers’ Ranking

Happy Trainers uses many pieces of information in order to show the Trainers that best match a Client’s preferences to a Client. The order in which Trainers are displayed depends on a number of factors including, but not limited to, the following - in no particular order: - the subject the Client is searching for; - the country of the Client; - the language that a Client is viewing the Website in; - the time zone of the Client;

- the overlap in working hours between the Trainer and Client’s time zones; - the overall availability of time slots on a Trainer’s calendar; - the past performance of a Trainer in helping their Clients to achieve their training goals - the quality and completeness of a Trainer’s profile, including their Introduction video; - how responsive a Trainer is to Clients messages; - the Client reviews of Trainer’s exercises;

- the Clients rating of individual exercises; - prior training history of a Client on the Website.

WEBSITE CONTENT

Users have a personal, non-transferable, non-exclusive right to access and use the Content of this Website subject to these Terms. The “Content” means all information, text, materials, images, data, links, software, or other material accessible through the Website or Services, whether created by us or provided by another person for display on the Website or through the Services. The Content may contain typographical errors, other inadvertent errors or inaccuracies. We reserve the right to make changes to document names and content, descriptions or specifications of products or services, or other information without obligation to issue any notice of such changes. You may view, copy, download, and print Content that is available on this Website or through the Services, subject to the following conditions:

  1. The Content may be used solely for internal informational purposes. No part of this Website or its Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose;
  2. The Content may not be modified;
  3. Copyright, trademark, and other proprietary notices may not be removed.

Nothing contained on this Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use this Website or any Content displayed on this Website, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on this Website.

CONTENT SUBMITTED BY USERS

We are not responsible or liable for the conduct of Users or for views, opinions and statements expressed in Content submitted for public display through our Website. We do not prescreen information posted online. We are acting as a passive conduit for such distribution and may not be responsible for Content. Any opinions, advice, statements, services, offers, or other information in Content expressed or made available by Users are those of the respective author(s) or distributor(s) and not of Happy Trainers. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such Content. You are responsible for ensuring that Content submitted to this Website is not provided in violation of any copyright, trade secret or other intellectual property rights of another person or entity. You shall be solely liable for any damages resulting from any infringement of copyrights, trade secret, or other intellectual property rights, or any other harm resulting from your uploading, posting or submission of Content to this Website.

We have the right, but not the obligation, to randomly monitor Content submitted to our Website through an online discussion forum or chat room, to determine compliance with these Terms and any other applicable rules that we may establish, as well as for the purpose of Services' improvement. We have the right in our sole discretion to edit or remove any material submitted to or posted through this Website. Without limiting the foregoing, we have the right to remove any material that Happy Trainers, in its sole discretion, finds to be in violation of these Terms or otherwise objectionable, and You are solely responsible for the Content that You post to this Website.

If you believe that your intellectual property rights have been infringed, please submit your complaint to http//happytrainers.com. You may report all types of intellectual property claims including, but not limited to, copyright, trademark, and patent claims. We respond quickly to the concerns of rights owners about any alleged infringement, and we terminate repeat infringers in appropriate circumstances.

Lobbying. Federal law restricts lobbying activities by tax-exempt organizations. “Lobbying” includes certain activities intended to influence legislation. Content posted by Users does not constitute lobbying by Happy Trainers but may constitute lobbying by You or an organization that You represent. You are responsible for complying with any applicable lobbying restrictions.

LINKS TO THIRD-PARTY WEBSITES

The Website may contain links to non- Happy Trainers websites. These links are provided to you as a convenience and/or ancillary for the Services use, and Happy Trainers is not responsible for the content of any linked website. Any non- Happy Trainers website accessed from the Services is independent from Happy Trainers, and Happy Trainers has no control over the content of that website. In addition, a link to any non- Happy Trainers website does not imply that Happy Trainers endorses or accepts any responsibility for the content or use of such website. Use of any third-party website is subject to its terms of service and privacy policy. We request that our Users exercise caution and good judgment when using third-party websites.

ADVERTISEMENT

We will not include your content in advertisements for the products and services of third parties to others without your separate consent.

Happy Trainers may run advertisements and promotions from third parties on the Website. Your correspondence or business dealings with, or participation in promotions of advertisers other than Happy Trainers found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. Happy Trainers is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non- Happy Trainers advertisers on the Website.

NO IMPLIED ENDORSEMENTS

In no event shall any reference to any third party or third-party product or service be construed as an approval or endorsement by Happy Trainers of that third party or of any product or service provided by a third party. Likewise, a link (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) to any third-party website does not imply that we endorse or accept any responsibility for the content or use of such a website. Happy Trainers does not endorse, warrant or guarantee any product or service offered by any third party through an online discussion forum or chat room accessible through this Website and will not be a party to or in any way monitor any transaction involving any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you are responsible for exercising appropriate judgment and caution.

SCOPE OF SERVICE

Happy Trainers maintains this Website as a service to the user community that visits the Website subject to these Terms. You are responsible for obtaining and paying for any equipment and Internet service necessary to accessing our Services. We may alter, suspend, or discontinue this Website or the Services in whole or in part, at any time and for any reason, without notice. The Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. We may provide access to third party services and products from time to time or to our own products or Services. You acknowledge that the Website and any mobile applications are evolving and that the form and nature of the Website or mobile applications, including the Services, may change from time to time without notice to you.

RELATIONS BETWEEN HAPPY TRAINERS AND USERS

The Services are not an employment service and Happy Trainers does not serve as an employer of any User unless separately subject to a signed, written employment contract signed by both the User and Happy Trainers. Users may use Happy Trainers Services only for the purpose of to provide training to or receive training from other Users using the Services and subject to these Terms.

As such, Happy Trainers will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, workers’ compensation insurance, social security or payroll withholding tax in connection with your use of Services or Users’ services. You understand and agree that if Happy Trainers is found to be liable for any tax or withholding tax in connection with your use of Users’ services, then you will immediately reimburse and pay to Happy Trainers an equivalent amount, including any interest or penalties thereon.

In all cases of use of this Website, Users are acting as independent contractors and not as Happy Trainers or any other party’s employee, agent, franchisee or servant. Accordingly, you will be solely responsible for all costs incurred by you or your organization. You shall not hold yourself out as having authority to make contracts or promises on behalf of Happy Trainers. No User is entitled to participate in any Happy Trainers vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Happy Trainers to its employees.

The Services provide connection to Trainers who are willing to be engaged by Clients or Companies as independent contractors. As independent contractors, each Trainer decides when and how often the Trainer will be available to provide training to Clients (except that inactivity for 180 consecutive days may result in deletion of a Trainer’s account). Each Trainer controls the methods, materials, content and all aspects of the Trainer’s exercises. Any sample training packages or instructional materials that may be made available to Trainers are for a Trainer to review or not review and to use or not use in the Trainer’s sole discretion. The Services allow Trainers to create subject- specific training packages for certain number of hours that may occur over a number of training sessions (each session individually a “Trainer Session,” collectively the “Trainer Package”). Clients are responsible for selecting the right Trainer for their needs. Clients should review and investigate each Trainer's self-reported credentials, education, and experience, as well as reviews from other Clients. All training sessions should be supervised by a responsible adult. Each Trainer has the sole discretion to accept or decline or continue or discontinue a training relationship with any Client.

As independent contractors, a Trainer may, at the Trainer’ own expense, employ or engage the services of such employees, subcontractors, partners or agents, as the Trainer deems advisable to perform the Services (collectively, the “Assistants”). The Assistants are not and shall not be employees of Happy Trainers, and the Trainer shall be wholly responsible for the performance and conduct of the Assistants and for compliance with all laws applicable to any Assistants.

Trainers may and in fact are expected to perform services for others or do other types of work (either as an independent contractor or employee or other) while these Terms are in effect, including with Happy Trainers competitors if desired, provided that such other activities do not require Trainer to violate the Terms.

ASSIGNMENT

You may not assign or transfer these Terms in whole or in part to any third party. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees, and permitted assigns.

NOTIFICATIONS

Unless you otherwise indicate in writing, Happy Trainers will communicate with you by email, regular mail or by posting communications on this Website. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when we send it to the email address you have provided to Happy Trainers on this Website, or when we post such communication on this Website. You should keep your email address updated on this Website, and you should regularly check this Website for postings. If you fail to respond to an email message from Happy Trainers regarding violation, dispute or complaint within 2 (two) business days, we will have the right to terminate or suspend your use of Services. All notices to Happy Trainers intended to have a legal effect concerning these Terms must be in writing and delivered either in person or by means evidenced by a delivery receipt, to the following address: 300 Ray Lawson Blvd, Suite 407, Brampton, ON, L6Y 5H5.

To stop receiving specific communications from Happy Trainers, please, submit a notification to us by email at [email protected] in order to change the types and frequency of such communications.

COPYRIGHT INFRINGEMENT. DMCA NOTICE

Since we respect content owner rights, it is Happy Trainers policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe that any materials on our Services infringe your copyright, you may request that they be removed. Please notify Happy Trainers copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, your request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information:

  1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  2. Identification of the copyrighted work that you claim has been infringed;
  3. Identification of the material that is claimed to be infringing and where it is located on the

Website;

  1. Information reasonably sufficient to permit Happy Trainers to contact you, such as your address, telephone number, and email address;
  2. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
  3. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent: Attn: DMCA Notice Happy Trainers.

Address: 300 Ray Lawson Blvd, Suite 407, Brampton, ON, L6Y 5H5 Email: [email protected]

Please note that this procedure is exclusively for notifying Happy Trainers and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Happy Trainers rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable laws, Happy Trainers may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

CONFIDENTIALITY

You may obtain direct access via the use of the Services to certain confidential information of Happy Trainers, its affiliates or Users, including but not limited to personally identifiable information, technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You agree to hold Confidential Information in strict confidence and not use the Confidential Information except for the purposes set forth in these Terms and not disclose such confidential information to any third party. All right, title and interest in the Confidential Information remains with Happy Trainers, its affiliates and its Users.

No obligation is imposed upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) you possessed prior to your receipt from Happy Trainers, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, or as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Happy Trainers adequate to afford Happy Trainers the opportunity to object to the disclosure.

INDEMNIFICATION

By using the Services, you agree to indemnify, hold harmless and defend Happy Trainers and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, other partners, employees, and representatives from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with Your use of the Services, including but not limited to ( a) acts and/or omissions on or off the Website; (b) violation of any rights of another, including without limitation any alleged infringement of intellectual property or other right of any person or entity relating to the Website; (c) breach of these Terms; (d) disputes with or between other Users; (e) use and/or misuse of the Website, including without limitation any information, content and/or materials thereon; (f) violation of any applicable law or regulation; (g) inaccurate, untimely, incomplete or misleading User information, including without limitation with respect to registration, profile or eligibility; (h) misstatements and/or misrepresentations; (i) use of links to third party websites, including without limitation such websites' availability, terms of use, privacy policy, information, content, materials, advertising, products and/or services; (j) User information and any acts or omissions with respect to such User information; (k) use of any information in third-party reports; (l) use of third-party payment processing services; (m) use of phone support services; and/or (n) use of any services or products or any contracts or arrangements made or provided based on information, content and/or materials obtained on or through the Website. You further agree that you will cooperate as requested by Happy Trainers in the defense of such claims. Happy Trainers reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and you shall not, in any event, settle any claim or matter on behalf of Happy Trainers without the written consent of Happy Trainers.

In the event that you have a dispute with one any User/s, you hereby release Happy Trainers (and its officers, directors, agents, investors, subsidiaries, employees, contractors and any other third parties related to the Services) from any and all claims, demands, or damages (actual or consequential) of every kind, known and unknown, arising out of or in any way related with such disputes.

NON-SOLICITATION

Without limitation, the Services may not be used to solicit for any other business, website or service. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to the Service facilitated through Happy Trainers without express written permission from Happy Trainers.

You may not use the Service to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of Happy Trainers.

 

HEADINGS

The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms.

ENTIRE AGREEMENT. SEVERABILITY

These Terms, together with any amendments and any additional agreements you may enter into with Happy Trainers in connection with the Services, shall constitute the entire agreement between you and concerning the Services. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.