Terms of Service

1. Acceptance of Terms; Modifications.

These Terms of Service (the “Terms”) are a binding legal agreement between you and TRNHRD, Inc., a company incorporated under the laws of New York with a registered office at 300 South Central Avenue, Apt A41, Hartsdale, NY 10530 (“TRNHRD, Inc.,” “we,” “us” and “our”). The Terms govern your use of our software applications, resources and services for Trainees and Personal Trainers to find each other, communicate with each other, and arrange for the provision of Personal Training Services, and any other services or products we may offer from time to time (collectively, the “TRNHRD Service”). The Terms govern all use of the TRNHRD Service, no matter how You access the TRNHRD Service, our mobile application, any, if applicable, our mobile websites, Facebook pages, online or phone support offerings, or any other access point we make available to you. BY AGREEING TO THESE TERMS DURING THE ACCOUNT SIGN-UP PROCESS OR ACCESSING OR USING THE TRNHRD SERVICE WITHOUT AN ACCOUNT, YOU ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD NOT ACCEPT THEM, IN WHICH CASE YOU DO NOT HAVE THE RIGHT TO USE THE TRNHRD SERVICE.

2. TRNHRD Service

2.1. Nature of the TRNHRD Service. The TRNHRD Service consists of a mobile application, and, if any, other related tools, support, and services that Trainees (“Trainees”) and providers of Personal Training Services (“Personal Trainers”) can use to find, communicate with and interact with each other. Section 2.2 defines the Personal Training Services that each Trainer and Trainee agree upon (“Personal Training Services”).

2.2. Personal Training Services. Either the Personal Trainer or the Trainee can request to connect to the other to procure Personal Training Services in which the Personal Trainer provides a workout program for the Trainee. All requests are subject to acceptance by the receiving Party. The receiving Party is not obligated to accept any request for Personal Training Services and may, at their discretion, decline for any reason. Once the Parties accept the request, the Parties agree to honor the price and other terms of the engagement. The transaction of the procurement of Personal Training Services is complete at the moment when the Personal Trainer makes available the Personal Training Services to the Trainee. Upon payment, the Personal Trainer agrees to deliver or make available the Personal Training Services at which point the Personal Trainer and the Trainee agree that the Personal Training Services are deemed delivered (“Delivered” or “Delivery”).

2.3. TRNHRD, Inc. does not provide Personal Training Services. TRNHRD, Inc. is a neutral venue for Personal Trainers and Trainees to connect for the provision of Personal Training Services. TRNHRD, Inc. is not a Personal Trainer and does not provide Personal Training Services. We make no representations or warranties about the quality of Personal Training Services or about your interactions and dealings with Personal Trainers or Trainees as the case may be. Personal Trainers listed on the TRNHRD Service are not under the direction or control of TRNHRD, Inc., and Personal Trainers determine in their own discretion how to provide Personal Training Services. TRNHRD, Inc. does not employ, recommend or endorse Personal Trainers, and, to the maximum extent permitted by applicable law, we will not be responsible or liable for the performance or conduct of Personal Trainers or Trainees, whether online or offline. TRNHRD, Inc. does not screen Personal Trainers or Trainees. You should exercise caution and use your independent judgment before engaging a Personal Trainer, procuring Personal Training Services, or otherwise interacting with users via the TRNHRD Service. Trainees and Personal Trainers are solely responsible for making decisions that are in their own best interests

Upon the Personal Trainer’s and the Trainee’s agreement for the Personal Trainer to provide Personal Training Services, the Personal Trainer agrees to Delivery of the Personal Training Services within five days.

2.4. Release. Subject to Section 13 below, TRNHRD, Inc. has no liability for any claims, injuries, loss, harm and/or damages arising from and/or in any way related to your interactions or dealings with other users and the acts and/or omissions of Personal Trainers and Trainees, whether online or offline. You acknowledge and agree that, to the maximum extent permitted by the applicable law, YOUR USE OR PROVISION OF PERSONAL TRAINING SERVICES OR BOTH IS AT YOUR SOLE AND EXCLUSIVE RISK.

2.5. Transactions are between Trainees and Personal Trainers. The TRNHRD Service may be used to find and offer Personal Training Services and to facilitate payment, but all transactions conducted via the TRNHRD Service are between Trainees and Personal Trainers. You agree that TRNHRD, Inc. has no liability for damages associated with Personal Training Services or resulting from any other transactions between You and the TRNHRD Service.

2.6. Trainees are Solely Responsible for Evaluating Personal Trainers. Trainees are solely responsible for evaluating the suitability of Personal Trainers for the services they offer to provide. TRNHRD, Inc. does not endorse reviews of Personal Trainers by other Trainees that may be available via the TRNHRD Service, and TRNHRD, Inc. makes no commitments that such reviews are accurate or legitimate.

3. Certification of Compliance with Applicable Law

By accessing and using the TRNHRD Service, you certify that you: (1) are at least 18 years of age or the age of majority in your jurisdiction, whichever is higher, and (2) will comply with all laws and regulations applicable to your activities conducted through, or related to, the TRNHRD Service.

● For Trainees, this means, among other things, that you certify that you are sufficiently healthy in order to procure and participate in Personal Training Services.

● For Personal Trainers, this means, among other things, that you certify that you are legally eligible to provide Personal Training Services in the jurisdiction where you provide Personal Training Services; that you have complied and will comply with all laws and regulations that are applicable to you; that you have obtained all business licenses, business tax registrations, and permits necessary to provide Personal Training Services legally.

You acknowledge that TRNHRD, Inc. is entitled to rely on these certifications from you, is not responsible to ensure that any users have complied with applicable laws and regulations, and will not be liable for a user’s failure to do so.

4. Use of the TRNHRD Service; Suspension

4.1. Your Conduct on the TRNHRD Service. When you use the TRNHRD Service, you agree:

● To use the TRNHRD Service only in a lawful manner and only for its intended purposes.

● Not to submit viruses or other malicious code to or through the TRNHRD Service.

● Not to use the TRNHRD Service, or engage with other users of the TRNHRD Service, for purposes that violate the law.

● Not to use the TRNHRD Service to arrange for the provision and purchase of services with another user, then complete transactions for those services outside of the TRNHRD Service.

● Not to use the TRNHRD Service for purposes of competing with TRNHRD, Inc. or to promote other products or services.

● Not to post reviews about Personal Trainers that aren’t based on your personal experience, that are intentionally inaccurate or misleading, or that violate these Terms.

● Not to post content or materials that are pornographic, threatening, harassing, abusive, or defamatory, or that contain nudity or graphic violence, incite violence, violate intellectual property rights, or violate the law or the legal rights (for example, privacy rights) of others.

● Not to post “spam” or other unauthorized commercial communications.

● To use the TRNHRD Service only for your own purposes, and not to impersonate any other person.

● Not to transfer or authorize the use of your account for the TRNHRD Service by any other person, or to engage in fraudulent transactions.

● Not to provide false information in your profile on, or registration for, the TRNHRD Service, or to create multiple or duplicate accounts.

● Not to interfere with the provision of, or any other user’s use of, the TRNHRD Service.

● Not to solicit another user’s username or password for the TRNHRD Service or any other sensitive personal information, including bank details.

4.2. Suspension and Termination. You understand and agree that we have no obligation to provide the TRNHRD Service in any specific location or territory, nor to continue providing it once we have begun. We reserve the right to suspend or terminate your access to the TRNHRD Service: (1) if in our discretion your conduct on the Site or TRNHRD Service is inappropriate, unsafe, dishonest, or in breach of these Terms; or (2) if necessary in our discretion to protect TRNHRD, Inc., its users or the public. You may suspend or terminate your use of the TRNHRD Service at any time and for any reason. If you wish to deactivate your account, please contact TRNHRD, Inc. Note that if you have any outstanding payment obligations, those will survive suspension or termination of your account.

5. Registration; Account Security. In order to use some aspects of the TRNHRD Service, you will be required to create a username, password, and user profile. If you elect to use the TRNHRD Service, you agree to provide accurate information about yourself and keep this information up-to-date. You agree not to impersonate anyone else and not to maintain more than one account (or, if TRNHRD, Inc. suspends or terminates your account, not to create additional accounts). You are responsible for maintaining the confidentiality of your username and password for the TRNHRD Service and are responsible for all activity under your account. You agree to notify us promptly of any unauthorized use of your account.

6. Privacy. Our collection and use of any personal information on the TRNHRD Service is limited to the information you utilized when opening your account used to access the TRNHRD Service such as your name, address, and email. Any items used to process any payment for the TRNHRD Service are stored with the third party payment processor identified in section 8.9.

7. Your Content.

7.1. Your Content. We may require or allow you (or someone else on your behalf) to submit or upload text, photographs, images, videos, reviews, information and materials to your profile on the TRNHRD Service or otherwise in connection with using the TRNHRD Service or participating in promotional campaigns we conduct on the Site, or both (collectively, “Your Content”). For example, Personal Trainers are invited to create a profile page with a photograph and other information to Trainees, while Trainees may submit reviews of Personal Trainers

7.2. License. Except for the limitations on our use and disclosure of personal information described in our Privacy Statement, to the maximum extent and duration permitted under any applicable law, you grant TRNHRD, Inc. an irrevocable, perpetual, non-exclusive, fully paid worldwide license to use, copy, perform, publicly display, reproduce, adapt, modify, transmit, broadcast, prepare derivative works of, and/or distribute Your Content in connection with providing and/or promoting the TRNHRD Service, and to sublicense these rights to third Parties

7.3. Release. If your name, voice, image, persona, likeness, or performance is included in any of Your Content, you hereby waive, and release TRNHRD, Inc. and its users from, any claim or cause of action, whether known or unknown, for defamation, copyright infringement, invasion of the rights of privacy, publicity, or personality, or any similar claim arising out of the use of Your Content in accordance with the license in Section 7.2 and the other provisions of these Terms.

7.4. Your Representations and Warranties about Your Content. You represent and warrant that (1) you are the owner or licensor of Your Content, and that you have all rights, consents and permissions necessary to grant the license in Section 7.2 and make the release in Section 7.3 with respect to Your Content; (2) that you have any necessary consents and releases from individuals who appear in Your Content; and (3) Your Content does not violate the law or these Terms.

7.5. Right to Remove or Screen Your Content. Though we are not obligated to do so, we reserve the right to do any or all of the following: to monitor, screen, or remove Your Content on the TRNHRD Service. Our enforcement of these Terms with respect to Your Content is at our discretion and failure to enforce the Terms in one instance does not create a waiver of our right to enforce them in another instance. We have no obligation to retain or provide you with copies of Your Content, nor will we have any liability to you for any deletion, disclosure, loss or modification to Your Content. It is your sole responsibility to maintain backup copies of Your Content.

7.6. Reviews. The TRNHRD Service may provide the ability to leave public or private reviews or both of Personal Trainers. You acknowledge that even private reviews may be shared with third Parties in accordance with applicable law and our Privacy Statement and that TRNHRD, Inc. has no obligation to preserve or indefinitely store any reviews. We have no obligation to provide you with the content of any reviews about you submitted by other users of the TRNHRD Service, whether before or after deactivation of your account for the TRNHRD Service. We will have no liability to you for any deletion, disclosure, loss or modification of these reviews. We reserve the right to screen, edit or remove these reviews from the TRNHRD Service at any time.

8. Fees & Payment.

8.1. Currency. All fees, deductible amounts and other payments referenced on, or charged through, the TRNHRD Service are listed and payable in local currency.

8.2. Fees for Trainees. Trainees may purchase Personal Training Services from a Personal Trainer pursuant to Section 2.2. As a Trainee, you enter into a transaction with the Personal Trainer when you agree to procure Personal Training Services pursuant to Section 2.2, and you agree to pay the total amount you and the Personal Trainer agreed to which may includes service fees payable to TRNHRD, Inc. The Personal Trainer, not TRNHRD, Inc., is responsible for performing the Personal Training Services. Where required by law, the amount charged will be inclusive of applicable taxes.

8.3. Fees for Personal Trainers. Personal Trainers may agree to provide Personal Training Services as described in Section 2.2. Once the Personal Training Services are Delivered, you agree to honor the price you and the Personal Trainer agreed to. The purchase of Personal Training Services is a transaction between the Trainee and the Personal Trainer. TRNHRD, Inc.’s role is to facilitate the transaction. We will (either directly or indirectly through an authorized third Party) collect payment from the Trainee at the time of Delivery and initiate payment to the Personal Trainer’s account 48 hours after Delivery.

8.4. Service Fees. We charge service fees for some aspects of the TRNHRD Service. If you are a Personal Trainer, except where otherwise specified via the TRNHRD Service, our service fee is calculated as a percentage of the fees a Trainee agrees to pay you for procurement of Personal Training Services and is collected upon Delivery. Our fee is 20% of the amount charged for Personal Training Services but no less than $5.00.

8.5. Cancellations & Refunds.

8.5.1. Either Party may cancel their procurement of or providing of the Personal Training Services, as the case may be, upon 48 hours or less notice (the “Revocation Period”). After the Revocation Period, the Trainee is obligated to pay and the Personal Trainer is obligated to provide the Personal Training Services.

8.5.2. If you wish to cancel the procurement of Personal Training Services, you should use the mechanisms available through the TRNHRD Service to do so. For purposes of the policies and Terms in this Section 8.5, the date of cancellation is the date that you cancel through the TRNHRD Service, regardless of any separate communications between users outside of the TRNHRD Service.

8.5.3. Refunds for Failure to Perform. If we determine in our reasonable discretion that a Personal Trainer has failed to provide Personal Training Services as agreed with the Trainee or is otherwise in breach of these Terms, then we may, in our reasonable discretion, terminate the procurement of Personal Training Services or issue a full or partial refund to a Trainee or both.

8.5.4. Payment Disputes; Payment Outside of the TRNHRD Service. TRNHRD, Inc. initiates payments to Personal Trainers 48 hours after Delivery. Once these amounts have been disbursed, any further payment disputes are between the Trainee and Personal Trainer, and TRNHRD, Inc. has no obligation to mediate or facilitate any resolution. Further, TRNHRD, Inc. has no responsibility or liability with respect to any tips, bonuses, or other payments made outside of the TRNHRD Service.

8.6. Payment Holds. If you are a Personal Trainer, TRNHRD, Inc. reserves the right to issue a hold on amounts otherwise payable to you if there is a reasonable suspicion of fraudulent activity involving your account(s) or for other similarly compelling reasons involving protection of TRNHRD, Inc. or the TRNHRD Services users. We may also recommend that third Party payment processors restrict your access to funds in your account under the foregoing circumstances.

8.7. Authorization to Charge. When you pay for Personal Training Services or for other services, if any, on the TRNHRD Service, you will be required to provide us with valid, up-to-date credit card or other payment information and to maintain that payment information (or an acceptable alternative payment method) on file with your account so long as you have any outstanding Delivery of Personal Training Services. TRNHRD, Inc.’s role is to facilitate payments from Trainees to Personal Trainers as a limited payment agent for the Personal Trainer. You authorize us, or our third-party payment processer, to charge your credit card or other payment method for fees you incur on the TRNHRD Service as they become due and payable and to charge any alternative payment method TRNHRD, Inc. has on record for you in the event your primary payment method is expired, invalid, or otherwise not able to be charged. You are responsible for maintaining up-to-date payment information. If we cannot charge you for fees when due because your payment information is no longer valid, or if we do not receive your payment when due, then you understand that neither TRNHRD, Inc. nor the Personal Trainer will be responsible for any failure to provide services associated with those fees. Except as expressly provided in these Terms, all fees paid via the TRNHRD Service are non-refundable once paid.

8.8. Taxes. Except for taxes on TRNHRD, Inc.’s income and gross receipts or where TRNHRD, Inc. is otherwise required to collect taxes, you acknowledge that you are solely responsible to pay any applicable taxes that arise as a result of your purchase, provision, or use of Personal Training Services via the TRNHRD Service. This includes, without limitation, any form of sales tax, VAT, or income tax on fees paid or received by you through the TRNHRD Service.

8.9. Payment processing services are provided by Stripe and subject to the Stripe Services Agreement (available at https://stripe.com/legal), and, if you are receiving payments via the TRNHRD Service, the Stripe Connected Account Agreement (available at https://stripe.com/connect-account/legal) (collectively, the “Stripe Terms”). In order to use the TRNHRD Service to receive payment, you may be required to set up a Stripe account and accept the Stripe Terms. You authorize TRNHRD, Inc. to obtain all necessary access to, and perform all necessary activity on (including requesting refunds where appropriate), your Stripe Connected Account to facilitate payment related to Personal Training Services you purchase or provide. You further agree to provide accurate and complete information and authorize TRNHRD, Inc. to share it and transaction information with Stripe for the purposes of facilitating the payment processing services provided by Stripe. TRNHRD, Inc. reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion.

9. Copyright Infringement.

9.1. TRNHRD, Inc. follows the procedures of the Digital Millennium Copyright Act. We will respond to claims of copyright infringement that are reported in accordance with this Section. It is our policy, in appropriate circumstances, to deactivate or terminate the access of users who repeatedly infringe or are repeatedly charged with infringing others’ copyrights or other intellectual property rights.

9.2. If you believe in good faith that your copyrighted work has been infringed by content posted on the TRNHRD Service, please provide our designated copyright agent with a written notice that includes all of the following information:

● A description of the copyrighted work you believe to have been infringed;

● A description of the URL or other location on our Site of the material you believe to be infringing;

● Your name, mailing address, telephone number and email address;

● A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

● A statement by you, which you make under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf;

● An electronic or physical signature of the person authorized to act on behalf of the copyright owner.

Our designated agent for notice of copyright infringement can be reached at:

Trainhrd, Inc.
300 South Central Avenue
Apt A41
Hartsdale, NY 10530

Or via email at [email protected]

10. Indemnity and Insurance.

10.1. TO THE MAXIMUM EXTENT PERMITTED UNDER ANY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROHIBITED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD TRNHRD, INC. HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, EXPENSES, DAMAGES AND/OR LIABILITIES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, THAT ARE IN ANY WAY RELATED TO YOUR: (1) transactions and interactions, online or offline, with other users of the TRNHRD Service; (2) breach of these Terms; (3) disputes with other users of the TRNHRD Service; (4) your misstatements, misrepresentations, or violation of applicable law; (5) property damage or personal injury to third Parties that you cause; (6) Your Content; or (7) your use of any Background Check or Identify Verification information in violation of any applicable law. YOU FURTHER AGREE THAT YOU WILL COOPERATE WITH US IN THE DEFENSE OF SUCH CLAIMS. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION UNDER THIS SECTION, AND YOU WILL NOT SETTLE ANY SUCH CLAIM OR MATTER WITHOUT OUR ADVANCE WRITTEN CONSENT.

10.2. Liability Commercial Insurance. In order to access the TRNHRD Service, We require a minimum level of liability coverage to protect Personal Trainers. We reserve the right to inspect Your policy to ascertain that it is sufficient to protect Us.

10.3. Commercial and Personal Property Insurance. The condition and value of Your property are known only to You. You represent and warrant that Your business and personal property is adequately insured and subject to Your discretionary preferences.

10.4. Waiver of subrogation. In the event of loss to Your business or personal property or a third Party demand, claim, suit or action for money or other damages, You understand and agree that You will look solely to Your insurers for defense and indemnity and waive subrogation for all loss or damage against TRNHRD and its insurers. You agree, as a condition of accessing the TRNHRD Service, that You will maintain current insurance, in amounts and of types the law requires, to provide Personal Training Services and cover Yourself during performance of Personal Training Services. You acknowledge that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of these Terms and may, at TRNHRD's discretion, result in the termination of the Terms and the loss of Your right to access the TRNHRD Service.

10.5. Proof of Insurance Coverage. You agree to deliver to Us, upon request, current certificates of insurance as proof of coverage. You agree to provide updated certificates each time You purchase, renew, or alter Your insurance coverage. You agree to give TRNHRD, Inc. at least thirty (30) days prior written notice before cancellation of any insurance policy these Terms require. You further agree to name TRNHRD as an additional insured on any policy that you maintain as it pertains to these Terms.

11. Intellectual Property

11.1. TRNHRD Service. TRNHRD, Inc. and its licensors retain all right, title and interest in and to the TRNHRD Service, the technology and software used to provide it, all electronic documentation and content available through the TRNHRD Service (other than Your Content), and all intellectual property and proprietary rights in the TRNHRD Service and such technology, software, documentation and content. Except for your rights to access and use the TRNHRD Service set forth in these Terms, nothing in these Terms licenses or conveys any of our intellectual property or proprietary rights to anyone, including you. You agree that we will have a perpetual right to use and incorporate into the TRNHRD Service any feedback or suggestions for improvement that you provide to us concerning the TRNHRD Service, without any obligation of compensation.

11.2. TRNHRD, Inc. Trademarks. TRNHRD, Inc. owns all rights in and to its trademarks, service marks, brand names and logos (the “TRNHRD, Inc. Marks”). If you are a Personal Trainer, subject to these Terms, TRNHRD, Inc. grants you, for so long as you 9 are in good standing on the TRNHRD Service, a limited, revocable, non-exclusive, non-transferable license to use the TRNHRD, Inc. Marks solely: (a) in the form incorporated into goods, including customizable marketing collateral (promo cards, signage etc.), if any and/or (b) in other manners, solely to the extent specifically authorized in writing via the TRNHRD Service. As a condition of your use of the TRNHRD Service and the foregoing license, you agree that (1) you have no ownership rights in the TRNHRD, Inc. Marks and all goodwill associated with your use of the TRNHRD, Inc. Marks inures solely to the benefit of TRNHRD, Inc., (2) such license immediately terminates upon your ceasing to be a Personal Trainer in good standing, whether at your own option or because TRNHRD, Inc. suspends or terminates your rights to use the TRNHRD Service, (3) TRNHRD, Inc. may terminate your right to use any and all TRNHRD, Inc. Marks at any time for any or no reason in TRNHRD, Inc.’s sole discretion, and (4) you will not adopt or use any TRNHRD, Inc. Marks other than as explicitly authorized by TRNHRD, Inc., and you will not use, register, or apply to register the TRNHRD, Inc. Marks, the term TRNHRD, Inc., or any other term that includes the term “TRNHRD, Inc.,” “TRNHRD,” or any other similar term, as a business name, trade name, trademark, domain name, social media profile name, or any other indicator of source.

12. Warranty Disclaimer for the TRNHRD Service.

The information and materials found on the TRNHRD Service, including text, graphics, information, links or other items, are provided “as is” and “as available.” Reviews, profiles, advice, opinions, statements, offers, or other information or content made available through the TRNHRD Service, but not directly by TRNHRD, Inc., are those of their respective authors, who are solely responsible for such content. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRNHRD, INC. DOES NOT: (1) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF INFORMATION AND MATERIALS ON THE TRNHRD SERVICE; (2) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN TRNHRD, INC.; (3) WARRANT THAT YOUR USE OF THE TRNHRD SERVICE WILL BE SECURE, FREE FROM COMPUTER VIRUSES, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE TRNHRD SERVICE WILL BE CORRECTED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRNHRD, INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE TRNHRD SERVICE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. IN ADDITION AND WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OF ANY PERSONAL TRAINER THAT OFFERS PERSONAL TRAINING SERVICES VIA THE TRNHRD SERVICE.

13. Limitation of Liability

13.1. Exclusion of Certain Types of Damages. To the maximum extent permitted under applicable law, in no event will TRNHRD, Inc. be liable to you for any indirect, special, incidental, or consequential damages, including travel expenses, or for any business losses, or loss of profit, revenue, contracts, data, goodwill or other similar losses or expenses that arise out of or relate to the use of or inability to use the TRNHRD Service, including without limitation damages related to any information received from the TRNHRD Service, removal of your profile information or review (or other content) from the TRNHRD Service, any suspension or termination of your access to the TRNHRD Service, or any failure, error, omission, interruption, defect, delay in operation or transmission of the TRNHRD Service, even if we are aware of the possibility of any such damages, losses or expenses. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

13.2. Limit on Our Liability to You. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL TRNHRD, INC.’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM OR RELATING TO THE TRNHRD SERVICE OR THESE TERMS EXCEED THE AMOUNTS PAID BY YOU TO TRNHRD, INC. (SPECIFICALLY EXCLUDING AMOUNTS PAID TO PERSONAL TRAINERS) DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY OR, IF YOU HAVE NOT PAID TRNHRD, INC. FOR THE USE OF ANY SERVICES, THE AMOUNT OF $100.00 USD (OR EQUIVALENT IN LOCAL CURRENCY). (Any financial obligations TRNHRD, Inc. may have to its users in connection with user conduct are limited to the reimbursement obligations set forth in the TRNHRD, Inc. Guarantee.)

13.3. No Liability for non-TRNHRD, Inc. Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRNHRD, INC. BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE TRNHRD SERVICE, INCLUDING WITHOUT LIMITATION, PROPERTY DAMAGE, THEFT, BODILY INJURY, DEATH, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM RELIANCE ON INFORMATION OR CONTENT POSTED ON OR TRANSMITTED THROUGH THE TRNHRD SERVICE, OR FOR ANY INTERACTIONS WITH OTHER USERS OF THE TRNHRD SERVICE, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO ATTEMPT TO DEFRAUD OR HARM YOU.

13.4.IF YOU HAVE A DISPUTE WITH A PERSONAL TRAINER OR TRAINEE, YOU AGREE TO RELEASE TRNHRD, INC. FROM ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES, EXCEPT AS SPECIFICALLY SET FORTH IN THE TRNHRD, INC. GUARANTEE. IN NO EVENT WILL TRNHRD, INC. BE LIABLE FOR DIRECT OR INDIRECT 11 CONSEQUENCES OF A TRAINEE OR PERSONAL TRAINER FAILING TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.

14. Arbitration Agreement and Class Action Waiver.

14.1. Arbitration Agreement; Claims. This Section 17 is referred to as the "Arbitration Agreement” in these Terms. You and TRNHRD, Inc. (together, the “Parties”) agree that any and all disputes or claims that arise between you and TRNHRD, Inc. relating to the TRNHRD Service, interactions with others on the TRNHRD Service, or these Terms (including any alleged breach of these Terms) (collectively, “Claims”), except for Excluded Claims, will be resolved as set forth in this Arbitration Agreement. “Excluded Claims” means (1) individual claims brought in small claims court (if your claims qualify), (2) claims brought by TRNHRD, Inc. arising out of or related to a violation of Section 4.1, above, (3) claims in which either Party seeks injunctive or other equitable relief for alleged unlawful use of intellectual property (including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents) or emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack), and (4) claims that an arbitrator determines cannot be made subject to arbitration as described in Section 14.2 below.

14.2. Agreement to Arbitrate. Unless any applicable law or regulation prohibits it, You and TRNHRD, Inc. agree that any and all Claims (other than Excluded Claims) will be resolved exclusively on an individual basis through final and binding arbitration, rather than in a court, in accordance with this Arbitration Agreement, and your rights in connection with all Claims (other than Excluded Claims) will be determined by a neutral arbitrator, not by a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To the extent that the Parties' dispute involves both timely filed Excluded Claims and other Claims subject to these Terms, the Parties agree to bifurcate and stay for the duration of the arbitration proceedings any such Excluded Claims. If there is a final determination by the arbitrator (or the court, if required by law) that applicable law precludes enforcement of the Arbitration Agreement as to any claim, cause of action, or requested remedy, then that claim, cause of action, or requested remedy will be severed and stayed pending arbitration of the remaining Claim, Claims, or Cause of Action or requested remedy

14.3. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND TRNHRD, INC. AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TRNHRD, INC. AGREE OTHERWISE, YOU AGREE THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR OR COURT MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER TRNHRD SERVICE USERS. In any case in which (a) the dispute is filed as a class, collective, or representative action and (b) there is a final determination, in any forum, that this Section 17.3 is unenforceable with respect to any claim or any particular remedy for a claim (such as a request for public injunctive relief), then: (i) that claim or particular remedy (and only that claim or particular remedy) shall be severed from any remaining claims and/or remedies and stayed; (ii) this Section 17.3 shall be enforced in arbitration on an individual basis as to all such remaining claims or remedies to the fullest extent possible; and (iii) the stayed claims and/or remedies may be brought in a court of competent jurisdiction after all remaining claims are resolved by the arbitrator.

14.4. Pre-Arbitration Dispute Resolution. Our preference will always be to resolve complaints amicably and efficiently, without the need for arbitration. Before you commence arbitration, you agree to first contact us in writing to explain your complaint and give us an opportunity to work with you to resolve it. Your legal representative, if you have one, may contact us by mail at TRNHRD, Inc., 300 South Central Avenue, Apt. A41, Hartsdale, NY 10530. Your written complaint should include your name, the email address associated with your account, a detailed description of the nature and basis of the dispute, and the specific relief sought. Your written complaint must be on an individual basis and personally signed, as articulated in these Terms. For any dispute that TRNHRD, Inc. initiates, a written complaint will be signed by a TRNHRD, Inc. representative and sent to the email address associated with your account. If the issue is not resolved within 30 days after receipt of the written complaint, either Party may initiate arbitration as specified in section 14.5 “Arbitration Procedures.”

14.5. Arbitration Procedures. The Parties will try in good faith to mutually select and agree upon an arbitrator and rules and procedures to govern the arbitration. If the Parties cannot agree, then the arbitration will be conducted in English by a neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”; https://www.jamsadr.com/rules-streamlined-arbitration/. The rules that apply are those in effect when arbitration either Party demands arbitration. The Rules are incorporated in these Terms by reference. You either acknowledge and agree that You have read and understand the Rules or waive Your opportunity to read the Rules and any claim that the Rules are unfair or should not apply for any reason. If there is any inconsistency between the Rules and this Arbitration Agreement, in that case, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions in Section 16. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. The arbitrator shall submit a decision in writing, specifying the findings of fact and the conclusions of the law on which the decision is based. Decisions by the arbitrator are binding and enforceable in court and may be overturned by a court only for very limited reasons.

14.6. Costs of Arbitration. Payment of all filing, administration, case management, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the applicable Rules. Each Party will be solely responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. At the end of any arbitration, the arbitrator may award reasonable attorney’s fees and costs or any portion thereof to either Party upon determining that the claim, cross-claim, or defense is frivolous or brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)) to the extent authorized by applicable law.

14.7. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all Parties.

14.8. Severability. If any term, clause or provision of this Section 14 is held invalid or unenforceable, it will be held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable.

14.9. Future Changes to this Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, you agree that if we make any change to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, that change will not apply to any claim that was filed in a legal proceeding against TRNHRD, Inc. prior to the effective date of the change. Moreover, if we terminate this Arbitration Agreement by removing it from these Terms, such termination will not be effective until 30 days after the version of these Terms not containing the Arbitration Agreement is posted to the Site, and will not be effective as to any claim that was filed in a legal proceeding against TRNHRD, Inc. prior to the effective date of removal.

15. Additional Provisions

15.1. Governing Law and Jurisdiction. These Terms are governed by the laws of the State of New York, without respect to its conflict of laws provisions. Subject to the agreement to arbitrate contained in Section 14, You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York, County of Westchester.

15.2. Severability. If any provision of these Terms shall be found invalid or unenforceable, the remainder of these Terms shall be interpreted so as best to reasonably effect the intent of the Parties

15.3. Entire Agreement. These Terms, including any Exhibits, constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the Parties.

15.4. Amendment and Waivers. Any term or provision of these Terms may be amended, and the observance of any term of these Terms may be waived, only by a writing signed by the Party to be bound. The waiver by a Party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any Party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such Party thereafter to enforce any provisions.

15.5. TRNHRD, Inc. shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, earthquakes, hurricanes, wildfires, floods, war, terrorism, riots, embargoes, fires, accidents, pandemics, disease, strikes, or other similar disasters. Also, in such an event, TRNHRD, Inc. may, in its reasonable discretion, issue refunds under any terms it chooses.