Trainer Terms of Service

DRAFT — for counsel review before publishing. Prepared to reflect how Cadence actually works and to limit the platform's liability under US (including consumer and auto-renewal laws) and, where applicable, EU/UK/Canada law. Not legal advice. Bracketed text like [THIS] marks a fact to confirm. See READ-ME-FIRST.md. Liability waivers, arbitration clauses, and liability caps have real enforceability limits that vary by jurisdiction — have privacy/commercial counsel review before you rely on this.

Last updated: [EFFECTIVE DATE — e.g., June 8, 2026]

The short version (not part of the contract)

Cadence is the software you use to run your coaching business. These Terms are the agreement between you (the coach) and us. The plain-English gist:

• Your coaching is yours. You're an independent business. Cadence is a tool — we don't employ you, supervise you, vet you, or stand behind your programs, and we're not part of your relationship with your clients.
• You're responsible for your clients, your advice, your qualifications, your insurance, and for following the law (including privacy and consent rules for the health data your clients share).
• Don't give medical advice through Cadence, and don't let the app be used in ways that hurt people.
• Billing: there's a 30-day free trial, then your plan auto-renews until you cancel. You can cancel anytime; fees already paid aren't refunded.
• We provide the app "as is" while it's in early access, and our liability to you is limited.

The binding terms follow.

1. Agreement to these Terms

These Terms of Service ("Terms") are a binding agreement between [LEGAL ENTITY NAME] ("Cadence," "we," "us") and the person or entity that registers a trainer account ("you," "Trainer"). By creating an account, clicking to accept, or using the Cadence platform (the "Service"), you agree to these Terms. If you're agreeing on behalf of a business, you represent that you have authority to bind it.

These Terms incorporate our Trainer Privacy Policy and, where you handle client data, our Data Processing Addendum ("DPA"). If you don't agree, don't use the Service.

2. Eligibility

You must be at least 18 years old and able to form a binding contract. The Service is for professional coaching use by adults; both you and your clients must be 18 or older.

3. The Service, and early-access status

Cadence is a software platform for fitness coaches to program training, run check-ins, message clients, manage nutrition and community features, brand a client-facing app, and (where enabled) handle billing. The Service is in early access ("beta"). Features may change, break, or be withdrawn, and we may impose or adjust usage limits (for example, plan-based caps on clients or programs).

4. Your account

You're responsible for the accuracy of your registration information, for keeping your credentials secure, and for all activity under your account. Tell us promptly at [support@traincadence.app] if you suspect unauthorized use. You're responsible for your team members' use of your account.

5. Your clients and your responsibilities (please read)

This is the most important section. Because Cadence is software you use to run your own business, the following are entirely your responsibility:

(a) Independent business. You are an independent business. Nothing in these Terms creates an employment, agency, partnership, joint-venture, or franchise relationship between you and Cadence. You have no authority to bind Cadence, and we don't supervise, direct, vet, certify, endorse, or guarantee you, your services, or your programs. Cadence is not a party to the relationship between you and your clients.

(b) Your coaching. You are solely responsible for your coaching services, training programs, nutrition guidance, advice, communications, and outcomes, and for your conduct toward your clients. You set your own prices, policies, and client agreements.

(c) Qualifications and insurance. You represent and warrant that you hold all qualifications, certifications, registrations, and licenses required to provide your services, and that you maintain appropriate professional liability and general liability insurance. [CONFIRM whether you want to require minimum insurance.]

(d) No medical advice. You will not use the Service to provide medical, clinical, or therapeutic advice, diagnosis, or treatment, to prescribe medication or supplements unlawfully, or to make medical claims. You'll advise clients to consult a qualified healthcare provider where appropriate.

(e) Privacy and consent — you are the controller. As between you and Cadence, you are the controller of your clients' personal information and we process it as your processor on your instructions, per the DPA. You are responsible for having a lawful basis to collect client data; for providing your clients an appropriate privacy notice (you may make our Client Privacy Policy and Consumer Health Data Privacy Policy available to them, but you remain responsible); and for obtaining any required consents — especially explicit consent for health and body data (special-category / sensitive / consumer health data).

(f) Lawful use. You'll comply with all laws that apply to your business, including consumer-protection, advertising, tax, fitness/health, and data-protection laws.

You will indemnify Cadence for your obligations under this Section (see Section 14).

6. Payments between you and your clients

Cadence is just the software for your client billing — we are not a party to, merchant of record for, or guarantor of any transaction between you and your clients. You are solely responsible for setting prices, charging your clients, honoring your own refund and cancellation policies, resolving payment disputes and chargebacks, and collecting and remitting any taxes. If and when card processing for client payments is enabled, it is provided by a third-party payment processor under its own terms, and you authorize us to enable that processor for your account. [CONFIRM Stripe Connect model when it ships.]

7. Your subscription to Cadence (fees, renewal, cancellation)

(a) Plans and trial. Your access depends on the plan you select. New trainer accounts include a 30-day free trial. [CONFIRM trial length matches the product.]

(b) Auto-renewal and consent. Paid plans are automatically renewing subscriptions: after the trial (or current term), your plan renews for successive periods (monthly or annual, as selected) and we charge your payment method on file until you cancel. Before you're charged, we'll clearly disclose the price, billing frequency, and renewal terms, and obtain your express consent, consistent with applicable automatic-renewal laws (e.g., ROSCA and state ARLs).

(c) Cancellation. You can cancel anytime from your account settings (or by contacting [support@traincadence.app]), and cancellation is at least as easy as signing up. Cancellation stops the next renewal; it doesn't retroactively refund the current period.

(d) No refunds. Except where required by law, subscription fees are non-refundable, and we don't provide refunds or credits for partial periods or unused features. (You get a free trial up front to evaluate the Service.)

(e) Price changes. We may change prices; we'll give you advance notice before a change takes effect, and the new price applies to your next renewal. Continued use after the change means you accept it.

(f) Taxes. Fees are exclusive of taxes; you're responsible for applicable taxes other than taxes on our income.

(g) Failed payments and lock-out. If a charge fails or your trial ends without a valid payment method, we may suspend or restrict your account (and your clients' access) until payment is resolved, consistent with the product's billing flow.

8. Acceptable use

You agree not to, and not to permit anyone to:

• use the Service for any unlawful, harmful, deceptive, or fraudulent purpose, or in violation of these Terms;
• provide medical, clinical, or therapeutic advice or diagnosis, or impersonate a licensed healthcare professional;
• promote performance-enhancing or illegal drugs, or post or encourage content that promotes eating disorders, self-harm, or other dangerous practices;
• harass, abuse, threaten, defame, or shame any person, or upload unlawful, infringing, or obscene content;
• upload content you don't have the rights to (including third-party logos, images, exercise media, or music);
• infringe anyone's intellectual-property, privacy, or publicity rights;
• circumvent, disable, or interfere with security or access controls; probe, scan, or test vulnerabilities without authorization; or access the Service by automated means (scraping, crawling) except as we expressly permit;
• reverse-engineer, decompile, or attempt to extract source code, except where that restriction is prohibited by law;
• resell, sublicense, rent, or provide the Service to third parties outside your own coaching business, or use it to build a competing product;
• send spam or unsolicited messages, or upload malware; or
• misuse the Service in any way that could harm Cadence, its users, or others.

We may investigate suspected violations and may remove content or suspend accounts as described in Section 13.

9. Intellectual property and content

(a) Our IP. The Service, including its software, design, and the Cadence name and marks, is owned by Cadence and its licensors and is protected by law. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service per these Terms during your subscription. We reserve all rights not expressly granted.

(b) Your content. You and your clients retain ownership of the content you and they put into the Service — your programs, brand assets, logos, exercise media, recipes, messages, and client data ("Trainer Content"). You grant Cadence a worldwide, non-exclusive license to host, store, process, reproduce, and display Trainer Content solely to operate and provide the Service (including delivering your branded app to your clients) and as described in the Privacy Policy and DPA. You represent that you have the rights to your content and that it doesn't violate these Terms or the law.

(c) Community and user content. Where you enable community features, content posted by you or your clients may be displayed to your other clients; you and they grant Cadence the license needed to provide that feature, and we may moderate, remove, or restrict content that violates these Terms.

(d) Feedback. If you give us suggestions or feedback, we may use them without restriction or obligation to you.

10. Third-party services

The Service may interoperate with third-party services (for example, Google sign-in, calendar, a payment processor, or links you add such as video). Your use of those services is governed by their terms, and we're not responsible for them.

11. Privacy and data protection

Our handling of your information is described in the Trainer Privacy Policy. Our handling of your clients' information — for which you are the controller and we are your processor — is governed by the DPA and described in the Client Privacy Policy and Consumer Health Data Privacy Policy. You're responsible for your own privacy compliance as described in Section 5(e).

12. Disclaimers

(a) "As is." To the fullest extent permitted by law, the Service is provided "as is" and "as available," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty of uninterrupted, secure, or error-free operation. Because the Service is in early access, we don't warrant that it will be free of bugs, downtime, or data loss; keep your own backups of anything important.

(b) Not fitness or medical advice. Cadence provides software, not fitness, health, nutritional, or medical advice. Any training, nutrition, or wellness content delivered through the Service is created by you or other trainers — not by Cadence — and Cadence does not review, endorse, or take responsibility for it. The Service is not a medical device and is not intended to diagnose, treat, cure, or prevent any condition.

Some jurisdictions don't allow certain warranty exclusions, so some of the above may not apply to you.

13. Limitation of liability

(a) To the fullest extent permitted by law, Cadence and its owners, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, or business interruption, arising out of or relating to the Service or these Terms, even if advised of the possibility.

(b) To the fullest extent permitted by law, Cadence's total aggregate liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of (i) the total fees you paid Cadence in the 12 months before the event giving rise to the claim, or (ii) US$100.

(c) Carve-outs. Nothing in these Terms limits liability that cannot be limited by law — for example, liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by our negligence, or your non-waivable consumer rights. These caps and exclusions apply only to the extent permitted in your jurisdiction.

14. Indemnification

You will defend, indemnify, and hold harmless Cadence and its owners, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your coaching services, advice, programs, or outcomes; (b) your relationship with, or any claim by, your clients; (c) your Trainer Content; (d) your breach of these Terms or violation of law (including privacy, consumer, advertising, and tax laws); and (e) your failure to obtain required consents from your clients. We'll notify you of the claim, let you control the defense (with our right to participate with our own counsel), and cooperate reasonably; you won't settle in a way that imposes obligations on us without our consent.

15. Term, suspension, and termination

These Terms apply while you use the Service. You may stop and close your account at any time. We may suspend or terminate your access, with or without notice, if you breach these Terms, fail to pay, create risk or legal exposure, or if we stop offering the Service. On termination, your license ends; we'll make your data available for export for a reasonable period as described in the Privacy Policy/DPA, after which it may be deleted per our retention schedule. Sections that by their nature should survive (including 5, 6, 9, 11–14, 16, and 18) survive termination.

16. Dispute resolution — arbitration and class-action waiver

Please read this Section carefully — it affects how disputes are resolved and limits your rights, including the right to a jury trial and to participate in a class action. It includes a 30-day opt-out.

(a) Governing law. These Terms are governed by the laws of [GOVERNING-LAW JURISDICTION — e.g., the State of (your state)], without regard to conflict-of-laws rules, except where mandatory local law applies.

(b) Informal resolution first. Before filing a claim, you agree to try to resolve it informally by contacting [legal@traincadence.app]; we'll do the same. If we can't resolve it within 30 days, either party may proceed.

(c) Binding arbitration. Except for the carve-outs below, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by [AAA / JAMS] under its applicable rules, rather than in court. The arbitration will be in [VENUE] or conducted remotely, and judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

(d) Class-action waiver. You and Cadence agree to bring claims only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over any class proceeding.

(e) Carve-outs. Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court to protect intellectual property or stop unauthorized use. This Section does not apply to the extent prohibited by the law of your jurisdiction — for example, where you are a consumer who cannot be required to arbitrate, or in the EU/UK where mandatory consumer-protection and forum rules apply, in which case disputes proceed in the courts and under the law that those rules require.

(f) 30-day opt-out. You may opt out of this arbitration and class-waiver Section by emailing [legal@traincadence.app] within 30 days of first accepting these Terms, stating your name and that you opt out. Opting out won't affect the rest of these Terms.

(g) Jury-trial waiver. Where arbitration applies, you and Cadence waive any right to a jury trial.

17. Changes to these Terms

We may update these Terms as the Service evolves. For material changes, we'll update the "Last updated" date and give reasonable notice (for example, by email or in-app). Changes are effective when posted (or on the stated effective date), and your continued use means you accept them. If you don't agree, stop using the Service.

18. General

Entire agreement. These Terms, the Privacy Policy, and the DPA are the entire agreement between you and Cadence and supersede prior agreements on the subject. Severability. If a provision is unenforceable, the rest stays in effect and the provision is limited to the minimum extent necessary. Assignment. You may not assign these Terms without our consent; we may assign them (for example, in a merger or sale). No waiver. Our failure to enforce a provision isn't a waiver. Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control. Notices. We may notify you by email or in-app; legal notices to us go to [legal@traincadence.app] and [LEGAL ENTITY NAME], [MAILING ADDRESS]. Relationship. The parties are independent contractors.

Contact: [LEGAL ENTITY NAME] · [MAILING ADDRESS] · [legal@traincadence.app] · [support@traincadence.app]