Terms and Conditions of Use

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Underground Athlete ("Company," "we," "our," or "us"), the developer and operator of Coach365, regarding your access to and use of the Coach365 mobile application, web platform, and all associated services (collectively, the "Services").

These Terms apply to all users of the Services, including gym members, individual clients, coaches, trainers, and gym administrators. Different provisions may apply depending on your role, as specified in these Terms.

By creating an account, downloading the application, or otherwise using the Services, you represent that you are at least 18 years of age (or at least 13 years of age with verifiable parental or guardian consent), and that you have the legal capacity to enter into these Terms.

2. Description of Services

Coach365 is a gym management and fitness coaching platform that provides the following services, which may vary by subscription plan:

2.1 For Members and Clients

• Access to personalized training programs and workout plans created by coaches
• Performance tracking, body composition logging, and progress analytics
• In-app messaging and communication with assigned coaches
• Scheduling and session booking tools
• Access to educational content, exercise libraries, and coaching resources

2.2 For Coaches and Trainers

• Client management tools including program design and delivery
• Performance monitoring dashboards and reporting
• Scheduling, session notes, and communication tools
• Billing and subscription management for client accounts

2.3 For Gym Administrators

• Staff and coach account management
• Facility and class scheduling tools
• Membership management and payment processing integrations
• Reporting and business analytics

We reserve the right to modify, suspend, or discontinue any feature or aspect of the Services at any time, with or without notice. We will make reasonable efforts to notify users of material changes.

3. User Accounts and Registration

3.1 Account Creation

To access certain features of Coach365, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information up to date. You may not create an account using false information or on behalf of another person without their consent.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at the contact information provided in Section 18 if you suspect unauthorized access to your account. We will not be liable for any loss or damage arising from your failure to maintain adequate account security.

3.3 One Account Per User

Each individual may maintain only one personal account. Organizations may maintain separate administrative accounts. Sharing accounts between multiple users is prohibited unless expressly authorized by the account type and plan.

3.4 Coach and Administrator Accounts

Coach and administrator accounts are subject to additional verification requirements and may require submission of professional credentials, certifications, or organizational information. We reserve the right to verify credentials and to suspend or terminate accounts that do not meet our standards or that submit false information.

4. Subscriptions, Fees, and Payment

4.1 Subscription Plans

Coach365 offers various subscription plans with different features and pricing. Current plan details, pricing, and features are described on our website and within the application. We reserve the right to change pricing with advance notice to current subscribers.

4.2 Billing and Payment

By subscribing to a paid plan, you authorize us (or our third-party payment processor) to charge your designated payment method on a recurring basis at the then-current subscription rate. All fees are stated in U.S. dollars. You are responsible for all applicable taxes.

4.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel prior to the renewal date. You may cancel your subscription at any time through the account settings within the application.

4.4 Refund Policy

Subscription fees are generally non-refundable except as required by applicable law or as expressly stated in these Terms. If you believe you have been charged in error, please contact us within 30 days of the charge. We will review billing disputes in good faith and issue refunds where warranted at our sole discretion.

4.5 Free Trials

We may offer free trial periods for certain plans. At the end of a free trial, your account will automatically convert to a paid subscription unless you cancel before the trial ends. We will provide advance notice of conversion where required by applicable law.

4.6 Failed Payments

If a payment fails, we may suspend or terminate access to paid features until the outstanding balance is resolved. We may attempt to charge your payment method multiple times and may contact you regarding the failed payment.

5. Health, Fitness, and Medical Disclaimer

THE INFORMATION, TRAINING PROGRAMS, AND COACHING CONTENT PROVIDED THROUGH COACH365 ARE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

5.1 Consult a Healthcare Provider

Before beginning any exercise program or making changes to your physical activity level, you should consult with a qualified healthcare provider, especially if you have any pre-existing medical conditions, injuries, or health concerns. Coach365 and its coaches are not licensed medical professionals and cannot provide medical advice.

5.2 Assumption of Risk

Physical exercise involves inherent risks of injury. By using Coach365 and participating in any training programs, you voluntarily assume all risks associated with physical exercise, including but not limited to muscle strains, joint injuries, cardiovascular events, and other physical harm. You acknowledge that you are participating in exercise activities at your own risk.

5.3 Accuracy of Personal Information

You are responsible for providing accurate health and fitness information to your coaches. Providing inaccurate information — including but not limited to existing injuries, medical conditions, or physical limitations — may result in programming that is inappropriate or unsafe for your condition. We are not liable for injury or harm resulting from your failure to disclose accurate and complete health information.

5.4 Coach Qualifications

While we encourage coaches and trainers using Coach365 to maintain appropriate certifications, we do not independently verify or guarantee the qualifications, credentials, or competence of any coach using the platform. Users are encouraged to verify the credentials of any coach independently before engaging their services.

6. User Responsibilities and Prohibited Conduct

6.1 Acceptable Use

You agree to use Coach365 only for lawful purposes and in accordance with these Terms. You agree not to use the Services in any way that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services.

6.2 Prohibited Conduct

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable law or regulation
• Impersonate any person or entity, or falsely represent your affiliation with any person or entity
• Upload or transmit any content that is harassing, defamatory, obscene, fraudulent, or otherwise objectionable
• Attempt to gain unauthorized access to any portion of the Services or any related systems or networks
• Use automated tools, bots, scrapers, or other means to access or extract data from the Services without our express written consent
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the application
• Share your account credentials with any third party or allow others to access your account
• Use the Services to promote competing products or services
• Upload or transmit malware, viruses, or any other harmful code
• Collect or harvest any personal data of other users without their consent

6.3 Coach-Specific Obligations

Coaches and trainers using Coach365 additionally agree to:

• Provide services honestly and with reasonable professional competence
• Not misrepresent credentials, qualifications, or experience to clients or to Company
• Maintain appropriate professional liability insurance as required by applicable law or professional standards
• Comply with all applicable laws governing personal training and fitness coaching in their jurisdiction
• Not use client data obtained through Coach365 for any purpose outside of delivering coaching services within the platform

7. User Content

7.1 Ownership

You retain ownership of any content you submit, upload, or post through the Services, including workout logs, notes, photos, and messages ("User Content"). By submitting User Content, you grant Company a non-exclusive, royalty-free, worldwide license to use, store, display, and transmit your User Content solely for the purpose of operating and providing the Services.

7.2 Content Standards

You are solely responsible for all User Content you submit. You represent and warrant that your User Content does not violate any third-party rights, including intellectual property rights or privacy rights, and does not violate any applicable law.

7.3 Company-Owned Content

All content provided by Coach365, including but not limited to exercise libraries, programming templates, educational materials, software, and design elements, is owned by or licensed to Company and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from Company-owned content without our express written permission.

7.4 Aggregated and De-identified Data

We may use aggregated, de-identified data derived from your use of the Services for business analytics, product improvement, and research purposes. Such data will not identify you personally.

8. Privacy

Your use of Coach365 is also governed by our Privacy Policy, available within the application and at www.coach365.com. The Privacy Policy is incorporated into these Terms by reference. By using the Services, you consent to our collection and use of your information as described in the Privacy Policy.

If there is any conflict between these Terms and the Privacy Policy with respect to privacy matters, the Privacy Policy shall control.

9. Third-Party Services and Integrations

Coach365 may integrate with or provide links to third-party services, including payment processors, calendar tools, fitness tracking devices, and other platforms. Your use of any third-party service is governed by that service's own terms and conditions and privacy policy. We are not responsible for the availability, accuracy, or practices of any third-party service.

We may earn fees from referrals to third-party services. Such relationships do not affect the independence of our Services or the obligations of these Terms.

10. Intellectual Property

10.1 Company IP

The Coach365 name, logo, application design, software, and all related intellectual property are owned by Underground Athlete or its licensors. Nothing in these Terms grants you any right, title, or interest in any Company intellectual property except the limited license to use the Services as described herein.

10.2 Feedback

If you submit feedback, suggestions, or ideas regarding the Services, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without compensation or attribution to you.

10.3 Copyright Complaints

If you believe that content available through the Services infringes your copyright, please send a notice to legal@coach365.com with the subject line "Copyright Notice," including a description of the copyrighted work, the location of the allegedly infringing content, your contact information, and a statement of good-faith belief that the use is not authorized.

11. Term, Suspension, and Termination

11.1 Term

These Terms are effective as of the date you first access or use the Services and remain in effect until terminated by either party.

11.2 Termination by You

You may terminate your account at any time by canceling your subscription and deleting your account through the application settings, or by contacting us at the email address in Section 18. Termination does not entitle you to a refund of any prepaid fees except as required by applicable law.

11.3 Termination or Suspension by Company

We reserve the right to suspend or terminate your account and access to the Services at any time, with or without notice, for any of the following reasons:

• Violation of these Terms or our policies
• Conduct that we determine, in our sole discretion, is harmful to other users, the Services, or third parties
• Failure to pay subscription fees
• Providing false or misleading information during registration
• Extended inactivity, in accordance with our then-current inactive account policy

11.4 Effect of Termination

Upon termination, your license to use the Services immediately ceases. You may request an export of your personal data prior to account deletion. Provisions of these Terms that by their nature should survive termination — including ownership provisions, disclaimers, limitations of liability, and dispute resolution — shall survive.

12. Disclaimers of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that: (a) the Services will be uninterrupted, error-free, or secure; (b) any defects will be corrected; (c) the Services are free of viruses or other harmful components; or (d) the results obtained from use of the Services will be accurate or reliable. Some jurisdictions do not allow the exclusion of implied warranties, so some of the above may not apply to you.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In no event shall our total liability to you for all claims arising from or related to these Terms or the Services exceed the greater of: (a) the total amount you paid to us in the twelve (12) months preceding the claim, or (b) one hundred dollars ($100.00).

The limitations of this Section shall apply regardless of the form of action, whether based on contract, tort, negligence, strict liability, or otherwise. Some jurisdictions do not allow certain limitations of liability, so some of the above may not apply to you.

14. Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation of any applicable law or the rights of any third party; or (e) your provision of coaching services to clients through the platform, if applicable.

15. Dispute Resolution and Governing Law

15.1 Governing Law

These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.

15.2 Informal Resolution

Before initiating any formal legal proceeding, you agree to contact us at legal@coach365.com and attempt in good faith to resolve the dispute informally. We will make reasonable efforts to resolve disputes within 30 days of receiving written notice.

15.3 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or related to these Terms or the Services shall be resolved by binding arbitration administered by a mutually agreed arbitration organization under its then-current rules, rather than in court. The arbitration shall take place in Virginia, and the arbitrator's decision shall be final and binding. The arbitrator may award the same damages and relief that a court could award.

15.4 Class Action Waiver

YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims.

15.5 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights or for claims related to unauthorized access to the Services. You or Company may bring small claims court actions in accordance with applicable rules if the claim qualifies.

15.6 Venue

For any claims not subject to arbitration, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Fairfax County, Virginia.

16. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the effective date at the top of this document and, where appropriate, provide in-app notification or email notice at least 14 days before the changes take effect.

Your continued use of the Services after the effective date of any revised Terms constitutes your acceptance of the new Terms. If you do not agree to the updated Terms, you must stop using the Services and cancel your subscription.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any additional terms applicable to specific features or services, constitute the entire agreement between you and Company regarding the Services and supersede all prior agreements and understandings.

17.2 Severability

If any provision of these Terms is found to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

17.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Company.

17.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms without restriction in connection with a merger, acquisition, or sale of assets.

17.5 Force Majeure

We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including natural disasters, acts of government, internet or telecommunications failures, or other events of force majeure.

17.6 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and Company. Coaches using the platform are independent contractors and not employees or agents of Company.

18. Contact Information

If you have questions about these Terms or wish to contact us regarding a dispute or legal matter, please reach out to:

Underground Athlete — Coach365
Legal Department
Reston, Virginia
Email: rise.up@undergroundathlete.com
Website: www.coach365.app