GYMYG
Independent Trainer Agreement
(Terms of Service - Trainers)
(updated as of July 1, 2023)
These terms constitute a legally binding agreement between you and GYMYG Fitness Ventures Inc, a Delaware corporation, and its subsidiaries, representatives, affiliates, officers and directors (collectively, “GYMYG”) governing your use of the GYMYG platform and any related content or services, including the GYMYG Trainer App.
By accessing or using GYMYG, you confirm your agreement to be bound by these terms. If you do not agree to these terms, do not access or use GYMYG.
IMPORTANT: PLEASE BE ADVISED THAT THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS AGAINST GYMYG AND HOW ANY SUCH CLAIMS ARE RESOLVED. REVIEW THE ARBITRATION AGREEMENT IN SECTION 2 CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH GYMYG ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH BINDING ARBITRATION WITH NO RIGHT TO SEEK RELIEF IN A COURT OF LAW OR TO HAVE A JURY TRIAL. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THESE TERMS AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
SECTION 1-RELATIONSHIP, TERMINATION, MODIFICATION
GYMYG is contracting with you to provide group/class/virtual physical fitness training services to GYMYG clients on its platform. These services will be provided on a non-exclusive, short-term, ad hoc basis. You are under no obligation to work any particular hours or to provide any quantum of services. Similarly, GYMYG is under no obligation to provide training sessions or clients and makes no promises or guarantees that you will be used or that any minimum compensation will be earned. If you affirmatively commit to a particular workout, however, you agree to provide training services for that specified workout, at the specified time, and for the specified compensation (including any applicable surge or bonus payments) which will be paid no later than 7 days after rendering services. You agree to use your best efforts in providing services under the terms of this agreement.
You are being hired as an independent contractor and not as an employee of GYMYG for any purpose. You are not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by GYMYG to its employees. You are responsible for all social security, self-employment, and income taxes, disability insurance, workers’ compensation insurance, any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of your services hereunder. Upon request, you agree to provide to GYMYG any taxpayer identification number necessary to report payments.
Although GYMYG will provide a daily workout that clients expect to follow, you will use your professional judgment and training expertise to lead a safe, engaging, welcoming, and healthy workout session. Because GYMYG is contracting with you for your personal services within your area of professional expertise, you shall not delegate or subcontract any portion of the services to be performed hereunder. You are responsible for furnishing, at your expense, all equipment and supplies necessary for the provision of the services and your use of GYMYG.
This agreement may be terminated by either party at any time. GYMYG, in its sole discretion, may immediately terminate these terms, its contractual relationship with you, or any services with respect to you, or generally cease offering or deny access to GYMYG or any portion thereof, at any time for any reason.
GYMYG reserves the right to modify these terms or its policies at any time, effective upon posting of any updated version of these terms on the GYMYG website and/or through a notice in the GYMYG Trainer App. You should regularly review these terms, as your continued use of GYMYG after any such changes constitutes your acceptance.
SECTION 2-ARBITRATION AGREEMENT
By agreeing to these terms, the parties agree to resolve any claim one may have against the other arising out of or relating to these terms, your use of GYMYG, or the services you provide to GYMYG on an individual basis in arbitration as set forth in this section, and not as a class, collective, coordinated, consolidated, mass and/or representative action. You and GYMYG are each waiving your right to a trial by jury. This agreement and waiver survives after the termination of your relationship with GYMYG. The parties further agree that if for any reason a claim does not proceed in arbitration, this class action waiver shall remain in effect. If any portion of this waiver is unenforceable or unlawful for any reason, that portion shall be severed from this agreement and shall have no impact whatsoever on the enforceability, applicability ,or validity of the balance of this section or our agreement to arbitrate.
Only an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this arbitration agreement, including any claim that any part of this agreement is void or voidable. An arbitrator shall also have exclusive authority to resolve all threshold arbitrability issues, including issues relating to whether these terms are applicable, unconscionable or illusory or any other defense to arbitration.
The arbitration will be administered by ADR Services, Inc. (“ADR”) in accordance with ADR’s Arbitration Rules in effect at the time that the claim is brought, unless the parties agree otherwise in writing. The ADR Rules are available at www.adrservices.com. The arbitration shall be heard by one arbitrator selected in accordance with the ADR Rules.
The parties agree that, before either party demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve any claim. To notify GYMYG that you intend to initiate this process, you may send an email to that effect to legal@gymyg.fit or, alternatively, give written notice to GYMYG by first class mail to our registered agent for service of process, The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801. Engaging in an informal dispute resolution meet-and-confer conference is a condition precedent that must be fulfilled before commencing arbitration, and the Arbitrator shall dismiss any arbitration demand filed before completion of such conference. At the conclusion of the informal dispute resolution process, a party must provide the other with a written demand for arbitration and file the demand with ADR. Such demand must be formally served on our registered agent for service process, identified above. In addition, an electronic copy of the demand must be emailed to legal@gymyg.fit. Unless otherwise agreed, any arbitration will be conducted either in Los Angeles or remotely. You are responsible for any filing fees for arbitration, unless you can establish that you have a gross monthly income of less than 300% of the federal poverty guidelines. Any and all disputes regarding a party’s obligation to pay any arbitration fees or costs that arise after an arbitrator is appointed shall be determined solely by the arbitrator.
SECTION 3-TRAINER CONDUCT AND REQUIREMENTS
Registration: You must register and be qualified by GYMYG. Any information you provide to GYMYG must be complete and accurate. You must notify us if any of your information changes. If you fail to keep your account information up-to-date, we may have to suspend or terminate your account and services.
Profile: You may not use someone else’s name, or any name, location, other public profile, information, or image that violates any third-party rights, is against the law, or that is offensive, obscene, or otherwise objectionable in GYMYG’s sole discretion.
Account security: you are responsible for all activity that occurs under your accounts, including any activity by unauthorized users. You may not allow others to use your account. This includes furnishing your user name and password to third-party developed applications to connect to your account for any reason. If you become aware of unauthorized access to your account, change your password, and notify our support team immediately.
Third-Party Dealings: When interacting with other GYMYG members, trainers, or partners you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other people you don’t know. Your participation, correspondence, or personal business dealings with any third-party found on, or through the GYMYG service, whether regarding payment or delivery of specific goods and services, are solely between you and such third-party. You agree that GYMYG is not responsible or liable for any loss, damage, injury, or other matters of any sort incurred as a result of such dealings.
You agree not to do any of the following:
Infringe, misappropriate, or violate any copyrights, trademark, trade, secret, moral rights, or other intellectual property rights, or right of publicity or privacy.
Violate, or encourage any conduct that would violate, any applicable law or regulation, or would give rise to civil liability
Engage in any fraudulent, false, misleading, or deceptive conduct.
Engage in any defamatory, obscene, pornographic, vulgar, or offensive conduct.
Promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group
Engage in or promote violence or actions that are threatening to any person, animal, or entity
Exploit minors
Promote illegal or harmful activities or substances
Violate or circumvent any of GYMYG’s published guidelines or policies.
Although we are not obligated to monitor access to or use of the GYMYG service or content, or to review or edit any user content, we have the right to do so for the purpose of operating the GYMYG service, to ensure compliance with these terms, to comply with applicable law or other legal requirements, and to maintain the integrity and reputation of the GYMYG service and GYMYG systems. We reserve the right, but are not obligated, to remove or disable access to any user content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any user content to be objectionable or in violation of these terms. We have the right to investigate violations of these terms or conduct that affects service. We may also consult and cooperate with law-enforcement authorities.
Intellectual Property: “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the GYMYG service: and “User Content” means any content that users or trainers, including you, provide to be made available through the GYMYG service. Content includes without limitation user content. Any user content, whether publicly posted, or privately transmitted, is the sole responsibility of the person who originated said shared content. You represent that all user content submitted by you, or on behalf of you is accurate, complete, up-to-date, and in compliance with these terms, and with all applicable laws, rules and regulations. You acknowledge that all content, including user content, accessed by you using the GYMYG service is at your own risk, and you will be solely responsible for any damage or a loss to you or any other party resulting therefrom. To the full extent permitted by law, we make no representation, warrantees, or guarantees with respect to any content that you access on or through the GYMYG service.
As between you and GYMYG, you represent that you own all user content that you submit to the GYMYG service, and that GYMYG will not need to obtain licenses from any third-party or pay royalties to any third-party in order to use such user content. You grant GYMYG a worldwide, perpetual, irrevocable, non-exclusive, sub-license, transferable, royalty free license, and right to use, copy, transmit, distribute, publicly perform and display through all media, now known or later created, edit, modify, and make derivative works from your user content, including without limitation translations for any purpose whatsoever, commercial, or otherwise, without compensation to you. In addition, you waive any so-called moral rights or right of privacy or publicity in your user content. You further grant all users of the GYMYG service permission to view your user content for their personal, non-commercial purposes. If you make suggestions to GYMYG or through the GYMYG service about improving or adding new features to the GYMYG service, or you otherwise provide feedback, product or service reviews or testimonials, you hereby grant to GYMYG a worldwide, perpetual, irrevocable, non-exclusive, sub-license, transferable, royalty free license, and right to use, copy, modify, create derivative works based upon, and otherwise exploit your suggestions, feedback, reviews, and testimonials for any purpose, including for marketing, without any notice, compensation or other obligation to you. You can remove your user content by specifically deleting it. However, in certain circumstances, some of your user content, such as posts, or comments you make may not be completely removed and copies of your user content may continue to exist on the GYMYG service. We are not responsible or liable for the removal or deletion of any of your user content.
SECTION 4-INFORMED CONSENT, ASSUMPTION OF RISK, AND RELEASE
You certify that you are of adequate physical condition to lead and participate in physical exercise. You will disclose to GYMYG should you lose your training certification or become unable for any reason to lead training classes or provide virtual training services. You assume the risk of physical injury. You will not hold GYMYG liable for any physical injury, whether minor, severe, or otherwise, that results from the services you provide to GYMYG and its members.
SECTION 5-DISCLAIMERS, LIMITATION OF LIABILITY, AND INDEMNITY
GYMYG’s use of algorithms in an attempt to provide services or improve the experience of users (both members and trainers) and the security and safety of the services does not constitute a guarantee or warranty of any kind, express or implied.
GYMYG shall not be liable for any damages, liability or losses arising out of your use of, reliance on, or inability to use any part of GYMYG, its platform, or its services. GYMYG shall not be liable for delay or failure in performance resulting from causes beyond GYMYG’s reasonable control.
GYMYG shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of GYMYG, regardless of the negligence of GYMYG, even if it has been advised of the possibility of such damages. Because some jurisdictions do not allow the exclusion of or the limitation of liability for certain types of damages, in such jurisdictions, GYMYG’s liability shall be limited to the extent permitted by law.
You agree to indemnify and hold GYMYG harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorneys’ fees), arising out of or in connection with (i) your use of GYMYG or services or goods obtained through your use of GYMYG, (ii) your breach or violation of any of these Terms or GYMYG policies, (iii) GYMYG’s use of information provided by you, (iv) your violation of the rights of any third party, (v) your violation of law, or (vi) your failure to competently provide the contracted-for training services.
SECTION 6-OTHER PROVISIONS
This document reflects the entire agreement between the parties and supersedes all prior written and oral representations. The contract may not be amended, altered, or supplemented, except in writing, signed by both GYMYG and the trainer.
These terms shall be construed in accordance with the laws of the state of California, without regard to the choice of conflict of law principles of any jurisdiction. This choice of law applies only to the interpretation of this agreement, and does not extend any state or national law to you if your dispute does not arise in that state or nation. Any dispute, claim or controversy arising out of incidents or accidents resulting in personal injury that you allege occurred in connection with your use of GYMYG shall be governed by the laws of the forum in which the incident or accident occurred.
GYMYG may give notice to you by means of a general notice on the GYMYG Trainer App, electronic mail to the email address associated with your account, telephone or text message to any phone number provided with your account, or by written communication sent by first class mail to the address associated with your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or at the time of sending (if by email, telephone, or in the GYMYG Trainer App).
You may give notice to GYMYG by first class mail to our registered agent for service of process, The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801.
If any provision of this contract shall be held to be invalid, or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the court finds there any provision of this contract is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
The failure of either party to enforce any provision of this contract shall not be construed as a waiver or a limitation of that parties right to subsequently enforce and compel strict compliance with every provision of this contract.