1. Identification of the Relationship
UBFit is a marketing network which matches physical trainers with Trainees. UBFit operates a marketing platform which Trainees can engage with Trainers for a set fee. The Trainer provides an accurate profile which Trainees are permitted to review and choose to their liking. Once the Trainee has chosen the Trainer, the Trainer and Trainee are at their discretion to set up a session where services are to be provided. UBFit does not regulate the session between the Trainer and Trainee. You have the choice whether to accept the Trainee.
By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. UBFit may immediately terminate these Terms or any 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.
Supplemental terms may apply to certain Services, such as policies for a particular event, program, activity or promotion, and such supplemental terms will be disclosed to you in separate disclosures via a particular webpage on ubfitapp.net Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
UBFit may amend the Terms from time to time. Amendments will be effective upon UBFit posting of such updated Terms on www.ubfitapp.net.Your continued access or use of the Services after such posting confirms your consent to be bound by the amended Terms. If UBFit changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by providing UBFit written notice of such rejection within 30 days of the date such change became effective. To be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Terms as of the date you first agreed to the Terms (or to any subsequent changes to these Terms).
UBFit comprises of a marketing platform on mobile applications and related services (“Application”). The UBFit marketing platform has various packages for Trainees to purchase or subscribe to, with sessions which vary in single person or group-sessions and single session or multi-sessions, each varying in price for the service which the Trainer agrees to. UBFit will market various sessions and various services. To assist in paying for the marketing costs, each Trainer shall pay to UBFit a $85.00 renewable annual membership fee.
Trainer may stop annual marketing fee by requesting to block or terminate their profile by sending a written request to firstname.lastname@example.org
The Trainer will be paid 70% of the session rate regardless of the nature of the session, after payment of applicable taxes, tolls, and/or credit card processing fees. Trainer shall be responsible for paying the Trainer’s own income taxes and will be provided a 1099 for tax purposes. Any sessions through the UBFit platform entitles UBFit to the remaining sums of the session fee. You are obligated to maintain an active account, including your current Trainer profile, availability, and banking information. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that UBFit may use a secondary payment method to make payment to You.
In certain instances, the session comprises of additional services, such additional Trainees or multiple sessions, or the purchase of certain goods, such as fitness equipment or beverages. The Trainer is obligated to amend the session to include the additional services. However, the purchase of goods is solely the responsibility of the Trainer.
YOU ACKNOWLEDGE THAT YOUR ABILITY TO PROVIDE THE SERVICE DOES NOT ESTABLISH UBFit AS AN EMPLOYER. THE TRAINER IS AN INDEPENDENT CONTRACTOR RESPONSIBLE FOR ANY AND ALL EQUIPMENT AND ANY AND ALL MODE(S) OF PROVIDING SERVICE.
Subject to your compliance with these Terms, UBFit grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services. Any rights not expressly granted herein are reserved by UBFit.
4. Access and Restrictions on Use of the Services.
The process of the UBFit platform, the logo(s), the service marks, trademarks, and copyright (collectively “UBFit Intellectual Property”) are the sole property of UBFit. You are prohibited from use of the UBFit Intellectual Property outside of your express permission as per the Terms of this Agreement. You may not advertise with the UBFit Intellectual Property without the express written permission of UBFit. Any derivative intellectual property, reproduced, modified or derivative work which is used outside of the express authority of UBFit is prohibited and necessarily causes damage, including dilution, to UBFit.
You as a Trainer must register and maintain an active profile with UBFit. You must be at least 18 years of age at the time You register Your profile with UBFit, provide to UBFit Your current personal information including name, address, phone number and date of birth. You agree that UBFit may contact you by telephone or text messages at any of the phone numbers provided by you or on your behalf in connection with an UBFit account. You may only utilize one Trainer account with UBFit. Any violation or breach of the Terms of this Agreement shall be an immediate withdrawal of any authorized use of the UBFit Intellectual Property. You are responsible for all activity which occurs under your Account, and you agree to always maintain the security and secrecy of your Account username and password. You are required to.
maintain adequate insurance, no less than $100,000 worth, to protect against any incident related to the Services.
5. Trainer Conduct.
You are a professional Trainer and are always required to maintain the highest level of professionalism. Sexual harassment, inappropriate conduct or comments to the Trainees, rudeness, or unlawful activity while engaged in a session is prohibited and beyond the scope of the service. Inappropriate conduct subjects the Trainer to the loss of the fee, which is to be returned to the Trainee upon cancellation of the service. You may not authorize any third party to use your Account or to assign or otherwise transfer your Account to any other person or entity. Any purported assignment in violation of this section shall be void. The Trainees are connecting with a Trainer of their choice, and you are not permitted to substitute the Trainee.
6. Trainer Provided Content.
Any good marketing requires good textual, audio, and/or visual content and information. In your maintenance of your profile associated with UBFit, any content uploaded shall remain your property. UBFit reserves the right, in UBFit sole discretion, to remove inappropriate, unlawful, or offensive materials. You have the responsibility to publish only original content or content which You have permission to use. You grant UBFit to utilize, without cost or reservation, any Content which you upload to UBFit platform in any manner which UBFit deems appropriate.
7. Network Access and Devices.
UBFit will not provide any device to you. You are responsible for acquiring and updating hardware or devices necessary to access and use the UBFit service. UBFit will take its best efforts to ensure that the platform remain constantly operational but makes no guarantee to continual operation of the platform. You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. UBFit does not guarantee that the Services, or any portion thereof, will function on any hardware or devices.
8. Disclaimers and Limitation of Liability
DISCLAIMER: THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” UBFit DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, UBFit MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE
SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. UBFit DOES 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 SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY: UBFit 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 THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF UBFit, EVEN IF UBFit HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UBFit SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES. UBFit SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND UBFit REASONABLE CONTROL.
You agree to indemnify and hold UBFit and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; or (iii) UBFit use of your User Content.
10. General Provisions
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH UBFit ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
Disputes which fall within the small claim’s jurisdiction may be brought in a small claims action within Los Angeles County, California. By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against UBFit on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against UBFit, and preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against UBFit by someone else. Your agreement to Binding Arbitration between You and UBFit is a material term of this Agreement. You and UBFit
agree that any dispute, claim, or controversy arising out of or relating to these Terms or the existence, breach, termination, enforcement, interpretation, or validity thereof, or your access to or use of the Services at any time, will be settled by binding arbitration between you and UBFit, and not in a court of law. You acknowledge and agree that you and UBFit are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and UBFit otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.
These Terms are solely governed by and construed in accordance with the laws of the State of California, U.S.A. Any arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement.
UBFit may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to UBFit, with such notice deemed given when received by UBFit, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o UBFit USA, LLC. The name and current contact information for the registered agent in each state are available online here.
No joint venture, partnership, employment, or agency relationship exists between you and UBFit because of this Agreement or use of the Services.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be fully enforced under law. UBFit failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by UBFit in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.