Terms of Use

Ventrella, LLC

Last modified: 1/19/2022
Effective date: 11/24/2021

These terms of use (the “Terms” or “Terms of Use”) govern your access of the software, whether accessed: (a) on a computer connected to the internet at www.taijaventrella.com (the “Website”); (b) on Ventrella, LLC social media properties; or (c) by mobile device (individually and collectively, (a), (b), and (c) are the “Product”), as owned and operated by Ventrella, LLC (“Trainer”), a US corporation having its registered address at 30 Davenport Rd (referred to in these Terms as “we”, “us” or the “Trainer/Company”). These Terms govern the use of all persons using the Product, including without limitation, the account manager or organization who registers an account on the Product (the “Account Manager”), all additional managers, teachers and parents (collectively, along with the Account Manager, “You” or the “User”), who have registered for the use of the Product, and are binding on any use of the Product, and apply to You from the time that You access the Product. For clarification, “You” includes terms such as “your” and “yourself”.

1. APPROVAL OF THE TERMS

It is important that You read these Terms carefully. If You do not agree to these Terms, please do not use the Product or browse the Website. By accessing or using the Product, You represent, warrant and signify that: (a) You are at least 18 years of age; (b) You have read, understood and agree to be bound by these Terms as they may be amended from time to time; and (c) You have read and understand our Privacy Policy, which can be accessed at www.taijaventrella.com (the "Privacy Policy"), the terms of which are incorporated herein by reference, and agree to abide by the Privacy Policy.

You may not use the Product nor accept these Terms if you are not of a legal age to form a binding contract with us. If You accept these Terms, You represent that You have the capacity to be bound by them, or if You are acting on behalf of a company or entity, that You have the authority to bind such company or entity (and in which case “You” will refer to the company or entity).

2. AMENDMENT

We may add to, discontinue or revise these Terms or any aspect, mode, design, or service provided under the Product, which include but are not limited to the:

a. scope of the features; b. timing of the features;

b. Timing of the features;

c. software/hardware required for access to the Product; and

d. geographic locations or jurisdictions in which certain features may be available.

We may amend the Terms without notice for non-material amendments. In the event of a material change, we will provide the Account Manager with thirty (30) days’ notice of a material change in the Terms and conditions (including changes in pricing) via e-mail to the e-mail address supplied to us by the Account Manager, setting out:

e. the new or amended agreement terms;

f. how such terms read formerly;

g. the date of the coming into force of the amendment;

h. the means in which You can respond and the effects of not responding;

i. the option to either terminate the agreement or retain the existing agreement unchanged; and

j. the language of this provision with reference to the applicable consumer protection legislation rules for amending these terms and making any additional requirements for amendments as prescribed by law (if any).

It is the Account Manager’s responsibility to send such notices of material changes to all Users associated with the Account Manager’s account. We highly recommend that Users read any amendments carefully. Unless explicit consent is required by the law, we have the right to assume that You have accepted the change to the terms and conditions, unless You notify us to the contrary, no later than thirty (30) days after the amendment comes into force, that You desire to cancel the contract or deregister or unsubscribe from access to the Product.

We will post the most current Terms on the Website and your use of the Product will be subject to the most current Terms as posted on the Website at such time. It is your responsibility to visit this page to find any updates that may have been made to the Terms. You hereby agree that Ventrella, LLC shall not be liable to You, your employee, or any other third party for any amendments to the Terms of Use.

3. PAYMENT TERMS

Payment from Account Managers will be due upon delivery of an electronic invoice from Ventrella, LLC to the Account Manager 5 days, as applicable. Any amounts payable by the Account Manager hereunder which remain unpaid 10 days after an invoice is delivered shall bear interest at the rate of 0.1 per month (up to a maximum of 0.2 per annum), or the maximum amount allowable by law, such interest to be calculated on a daily basis from the date the payment becomes overdue until the date payment is made in full.

Account Managers may be required to provide account information for at least one valid debit or credit card through the Product (“Debit or Credit Card Information”). We will use this Debit or Credit Card Information in accordance with this Agreement and our Privacy Policy.

We are not liable for any payments that are not completed because: (1) your debit or credit card account does not contain sufficient funds to complete the transactions or the transactions would exceed the credit limit or overdraft protection of the debit or credit card account; (2) You have not provided us with correct payment account information; (3) your debit or credit card has expired; or (4) of circumstances beyond our control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by your payment card brand or acquirer bank, or any other interface from an outside force).

All payment is exclusive of any taxes or duties imposed by jurisdiction tax law. Trainer will not be responsible for any taxes or duties owed by You.

4. TERMINATION

These Terms are effective on the date that You access the Product and will continue to apply until our relationship with You is terminated. Users may terminate their relationship with us by notifying Trainer via email at taija.ventrella@gmail.com The services provided by the Product and the applicable fees shall continue until the end of the Account Manager’s current subscription term after the Account Manager has notified us of your desire to unsubscribe from the Product, to close your account, and to cease your use of the Product. Account Managers that use the Product during a trial period and do not register for the Product after the free trial period will have their account terminated at the end of the free trial period.

We may terminate our relationship with You immediately at any time and for any reason including, but not limited to, a breach of these Terms under the following circumstances:

a. if You have not adhered to any or all the provisions of the Terms (such as a failure to pay fees when due) or if it appears that You do not intend to or are unable to comply with the Terms, such determination to be made solely at our discretion;

b. if we have changed our Terms or Privacy Policy and have not received your required consent, subject to the amendment provision in this Agreement;

c. if we are required to terminate the relationship by law;

d. if we receive any notice of your misuse of the Product; or

e. if provision of the Product is no longer commercially viable for us.

Upon termination of our relationship, we will immediately revoke your license to use the Product and block all access to your account, and may delete all data and information associated with your account 30 days after such termination. Upon termination of this relationship, You will remain liable for any accrued charges and amounts which become due for payment prior to or following termination. If you do not log into your account for 18 or more months, we may treat your account as “inactive” and permanently cancel your account upon delivery of written notice and delete your information 30 days after such notice has been delivered.

5. USE OF THE PRODUCT

In order to use the Product, an Account Manager must register using our registration page located at www.taijaventrella.com. You understand and agree that an employer of your organization may register You for a manager account. Upon registration, the Account Manager may setup additional accounts on the registered account for others.

Registration Information: You agree and understand that You are responsible for maintaining the confidentiality of your password, which, together with your name and e-mail address (“User ID”), allows You to access the Product. The User ID and password, together with any other contact information You provide us at the time of signing up for the Product form your “Registration Information.” You agree that all Registration Information provided to us will be accurate and up- to-date. You agree to keep your password secure. We will not be liable if we are unable to retrieve or reset a lost password. If You become aware of any unauthorized use of your password or account, You agree to notify us via e-mail at taija.ventrella@gmail.com as soon as possible.

Accounts: You may create or use additional accounts for the purpose of logging into the secured account as a manager, teacher and/or parent, as applicable to your role in the managed account. You may not open an account if you are a competitor of Trainer.

Permitted Uses: You agree to use the Product only for purposes that are permitted, both by the Terms and by any applicable law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. You agree to adhere to any applicable privacy of personal information laws and regulations, including as outlined in the Personal Information Protection and Electronic Documents Act, SC 2000, c 5.

Unauthorized Access: You agree to only access (or try to access) and use the Product through interfaces provided by us. You shall not access (or try to access) and use the Product through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. You agree not to use or attempt to use another User’s account. You agree not to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your personal information, or your affiliations with any person or entity.

Prohibited Uses: You may use our Website, services, and products only for lawful purposes. You may not use our Website, services, or products in any manner that:

a. breaches any applicable local, national or international law or regulation;

b. may in any way be considered harassment to another person or entity;

c. may in any way, is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

d. may in any way damage, disable, overburden, and/or impair the the Product server, or any network connected to the Product server, and/or interfere with any other party’s use or enjoyment of the Product;

e. is in any way abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature or written in bad faith;

f. harms or attempts to harm minors in any way;

g. will reproduce, duplicate, copy, sell, resell or exploit any portion of the Product; or

h. will abuse either verbally, physically, written or other abuse (including threats of abuse or retribution) of any Product customers, employees, members, or officers; and any of the foregoing will result in immediate account termination.

You represent and warrant that You will not use the Product to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment. Nor will You post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information. You further represent and warrant that You will not disrupt the functioning of the Website, in any manner.

Moderation: You understand and agree that although Trainer is not required to moderate your use of the Product, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others.

User Responsibility: You agree that You are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach. We have no responsibility to you or to any third party for such breaches or the consequences of such breaches (including losses or damage that we may incur).

You understand that when using the Product, You may come across material that You find objectionable, offensive or indecent and agree that You are using the Product at your own risk.

Technical Requirements: Use of the Product requires internet access through your computer. You may be required to have n/a enabled to use the Product, and some features of the Product may not be accessible with such technologies disabled.

Linking:

If you would like to link to the Product, we request that you:

Inform us that you are creating a link by sending a message to taija.ventrella@gmail.com. Please indicate the URL of the page where the link will be placed.

Link to the Product home page instead of specific pages within the Product.

While Trainer encourages links to the Product, it does not wish to be linked to or from any third- party website which contains, posts or transmits any unlawful information of any kind, including, without limitation, any content i) that constitutes or encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any local, state, provincial, national or international law or regulation; ii) that may be damaging or detrimental to the activities, operations, credibility or integrity of the Trainer; or iii) that contains, posts or transmits any information, software or other material which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights, or which is protected by copyright, trademark or other proprietary rights.

The Trainer reserves the right to prohibit or refuse to accept any link to the Product, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time. You agree to remove any link you may have to the Product upon the request of the Trainer.

The framing, mirroring of the Product or any of its content in any form and by any method is strictly prohibited and deep linking is discouraged. You may not cause any advertisement including any pop-up or banner advertisement to appear at, or on, or after exiting, the Product.

6. PRIVACY

Your privacy is very important to us. Please review our Privacy Policy. Our Privacy Policy applies to the collection, use, disclosure, retention, protection and accuracy of your personal information and business financial information collected for the purposes of the features offered through the Product.

7. THIRD PARTY LINKS

The Product may link to third-party websites or resources. Such links are provided as a convenience to You only and do not imply an endorsement, warranty or guarantee by us of any such linked Website or the company it purports to represent. We do not assume any responsibility or liability for their availability, accuracy, the related content, products or services. You are solely responsible for use of any such websites or resources and compliance with their policies. Should You elect to enter into a binding contract with any such website, You agree to hold us harmless and hereby release us from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of your actions or the actions of any user associated with your account, offering to accept or having accepted any products or services that are available from those sites.

8. INTELLECTUAL PROPERTY AND RIGHTS

Rights to content provided by us: You acknowledge and understand that we own all right, title and interest in: (a) the Product and any associated data files; and (b) all computer software; advertisements; sponsored content; and intellectual property associated with the Product (all such information, individually and collectively, being the “Product Content”), which You may have access to when using the Product.

Except as set forth in the Agreement, all rights not expressly granted to You are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Product. You may not modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on the Product Content that You do not own or to which You have rights, or to create derivative works based on the Product. You may not infringe upon our intellectual property or adapt, reproduce, publish or distribute copies of any information or material found on the Product in any form (including by e-mail or other electronic means), without our prior written consent.

You are not required to provide Trainer with any comments, suggestions, recommendations, requests or any other feedback (“Feedback”). In the event that you do provide Trainer with Feedback, Trainer may use such feedback to improve the Product or for any other purpose. Furthermore, Trainer shall own such Feedback and Trainer and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and You hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to Trainer.

Limited license: We grant You a non-exclusive, non-transferable, revocable, limited license to use the Product in accordance with these Terms. This limited license is subject to full payment of the monthly fees per child, when due. This license may be revoked upon breach of these Terms by You and shall automatically be revoked upon termination or expiration of this Agreement.

The Company may, now or in the future, own rights to trade-marks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Product (each such feature being a “Brand Right” and collectively being the “Brand Rights”). We do not grant you any right or license to use any Brand Right other than as expressly set out in these Terms and in other licenses between You and us.

Rights to content provided by you: Trainer does not retain any right, title and interest to the information provided, inputted or uploaded to the Product (“User Data”). You understand and agree that the ownership of User Data shall be decided amongst yourself and your employer, if applicable, and that your User Data may be available to your employer even after the termination of your account with the Product. You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all claims, damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to the ownership of User Data.

You also understand that in order for us to operate the Product, User Data may be transmitted by You or us over various public networks and in various media in compliance with our security protocols and we may make changes to User Data to meet the technological requirements of such networks and media. You are responsible for ensuring that User Data is protected and your rights in User Data are enforced; we have no responsibility to protect or enforce your rights on your behalf with respect to User Data.

At any time and up to 30 days after your termination with Trainer, You may request a copy of all of your User Data from the Product (“Data Dump”). You understand and agree that after the expiration of 30 days after your termination with Trainer, your User Data will be permanently deleted and You will no longer have access to such Data Dump.

9. DISCLAIMERS

The Product provided as-is: The Product is provided “as-is” without warranties of any kind, either expressed or implied. You acknowledge, agree and understand that You use the Product at your own risk. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Product.

Downtime: The Product may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between You and the Product.

No endorsement as to accuracy: We accept no responsibility for the accuracy of any User Data provided by or created using the Product except as otherwise set out in these Terms. The provision or storage of User Data through the Product does not constitute our endorsement or warranty as to the compliance of such User Data with applicable privacy legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such User Data. You are responsible for ensuring that the information you have entered into our system is accurate, reliable and complete.

Ratings and reviews: We accept no responsibility or liability for any ratings or reviews of an employee posted to the Product, or any consequences as a result of the ratings or reviews of an employee, including but not limited to termination of an employee. Ratings and reviews posted to the Product DO NOT reflect our views.

Monitoring: We do not accept any liability for monitoring the Website or for unauthorized or unlawful content on the Website or use of the Website by users.

No warranty as to non-infringement: Except in the manner provided for in these Terms, we disclaim, and expressly do not provide any direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Product.

Damage to hardware: Any material downloaded or otherwise obtained through the use of our services and products is done at your own discretion and risk, and You will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

Content provided to companies: If You are an individual providing User Data that is to be directed to your organization’s account, You agree and acknowledge that we accept no responsibility and are not liable for any damages that may arise by the organization’s use of that User Data. You further agree and acknowledge that we are not liable for any damages that may arise if the User Data is misdirected to the wrong organization due to any reason, including error on your part or a flaw in the Product.

10. DATA RETENTION

The Product may store your data as long as your account is current and active and for 30 days after our relationship with You has been terminated.

On a regular basis we create a backup of all data in our system, which is retained for 90 days, after which it will be removed permanently from all our systems. This backup is for use by Trainer only in the case of disaster recovery or to maintain business operations in the case of an emergency. Trainer will not restore data unless it determines, in its sole discretion that a data recovery is necessary.

11. REFUND POLICY

We do not offer refunds on services, except in the rare circumstance of serious injury or illness. We require a doctors note to issue refunds, and we will only offer a partial refund based on amount of services provided, whether or not they were used by the client.

12. LIMITATION OF LIABILITY

You hereby agree to release, remise and forever discharge us and our directors, employees, officers, and our affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any special, indirect or consequential, incidental or exemplary damages (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, or are connected with:

a. any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses;

b. your provision of any personal information provided to us subject to our legal requirements relating to the protection of personal information;

c. communications received to you through your access to the Product;

d. the posting of information on the Product, Website, blog, account or any affiliated social media, including but not limited to, User data, Cards, written reviews, pictures, or personal information;

e. the use of the Product and any related applications including third party services;

f. the use of any software related to the Product;

g. viruses, spyware, service provider failures or internet access interruptions;

h. loss of use, loss of data, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud or unauthorized access; or

i. any content relating to the use of the Product,

even if you have been advised of the possibility of such Claim, or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.

In the event that we become liable for any damages whatsoever, you agree that such damages shall be limited in the aggregate to the amount of fees or charges which You have paid for the Product in the previous invoice.

13. INDEMNIFICATION

To the extent permitted by applicable laws, You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives including Personal Trainer Development Center Inc., formerly operating as J. Goodman Consulting Inc., from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, your breach of these Terms; your access to and/or use of the Product; and any loss of, or damage to, any property, or injury to, or death of, any person (including you) caused by your access to and/or use of the Product; and (b) specifically, your breach of the intellectual property rights of any third party to these Terms.

You agree that You will be solely responsible for all activities that occur under your account, whether You are aware of them or not. You agree to hold us harmless and release us from any loss or liability whatsoever that You may incur as a result of someone other than You using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not You were directly or personally responsible.

14. GOVERNING LAW AND FORUM OF DISPUTES

By visiting the Website or using the Product, You agree that the laws of the province of North Carolina, without regard to the principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between You and us. With respect to any disputes or claims, You agree not to commence or prosecute any action in connection therewith other than in the province of North Carolina, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of jurisdiction. You agree to pay reasonable attorneys' fees and court costs incurred by us to collect any unpaid amounts owed by You.

Expenses: Each party shall be responsible for its own legal fees and other expenses incurred in connection with the performance of any of its obligations hereunder.

15. FORCE MAJEURE

You agree that we are not liable for a delay or failure in performance of the Product or the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.

16. SEVERABILITY

If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.

17. HEADINGS

The insertions of headings are for convenient reference only and are not to affect the interpretation of these Terms.

18. ASSIGNMENT OF AGREEMENT

You may not, without our prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. We may assign this Agreement to a third party at any time in our sole discretion. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

19. WAIVER

You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Company.

20. SURVIVAL OF AGREEMENT

All covenants, agreements, representations and warranties made in these Terms shall survive your acceptance of these Terms and the termination of our relationship.

21. ENTIRE AGREEMENT

The Agreement will constitute the entire agreement between us and You with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby. In the event of a conflict between these Terms and the Privacy Policy, the terms and conditions found herein shall prevail.

22. CONTACT

By providing us with your e-mail address, You agree to receive all required notices electronically, to that e-mail address or by mobile notifications via the Product. It is your responsibility to update or change that address, as appropriate.

If You have any questions or comments regarding these Terms please contact our head office by email at taija.ventrella@gmail.com.

-----------------------------------------------------------------------------

Privacy Policy

Ventrella, LLC (the “Company”) Privacy Policy

Effective Date: 1/19/22

Last modified: 11/25/21

NAVIGATION

1. Introduction

2. Data Collection

3. Data Management

4. Data Usage

5. List of Third Party Processors

1. INTRODUCTION TO PRIVACY POLICY

The Company is committed to maintaining the confidentiality, integrity and security of any Personal Information (as defined below) about Company's End-Users. To demonstrate Company's commitment to protecting Your privacy, Company has developed this privacy policy (“Privacy Policy”), which describes how Company will collect, use, disclose and protect Your Personal Information through the Product.

(a) TERMS OF USE

This Privacy Policy as well as Company's Terms of Use (“Terms of Use”) govern Your access and use of the Product, as owned and operated by the Company, a corporation having its registered address at 30 DAVENPORT RD (referred to in these Terms as the “Company”). Terms capitalized but not defined in this Privacy Policy have the meanings set out in the Terms of Use. “You”, “Your” and “Yours” refers to you, the End-User, as defined in the Terms of Use.

(b) CONSENT AND AGREEMENT TO BE BOUND

(i) CONSENT PROVIDED BY CONTINUING USE. By accessing and/or using the Product You agree to all the terms and conditions of this Privacy Policy and the Terms of Use and which are incorporated here by reference. If You do not agree to all the terms and conditions of this Privacy Policy and the Terms of Use, please do not use the Product.

(ii) YOU MAY ALSO HAVE PROVIDED CONSENT THROUGH THE Trainerize App. There are certain types of device data that the Product cannot access without Your consent. The various application marketplace platforms that Company serves the Product through will notify You the first time the Product requires permission to access certain types of data and will let You decide to consent to that request. You further agree to abide by all the terms in the Trainerize App end user licensing agreement, or any other applicable application store (“Digital Distributor”) agreement, so long as such agreement does not conflict with the terms herein or the Terms of Use.

(iii) CHANGES WILL REQUIRE YOUR CONSENT. In the case of a material change to the Product as described in the amendment provision set out in the Terms of Use, and in accordance with the amendment requirements set out therein, Company will provide written notice to inform You and will obtain consent from You for any new purposes not previously identified.

(iv) PROVIDING CHANGES TO YOUR CONSENT. Changes can be submitted by updating Your data in accordance with the user data update and verification provisions set out in the section of this Privacy Policy entitled “3. Data Management”.

(i) SPECIFIC CONSENT TO COLLECTION OF INFORMATION. By using the Product, You consent to the collection, use and disclosure of Your Personal Information by Company in the manner described in this Privacy Policy. You may always opt not to disclose certain Personal Information, but which may restrict access to certain features of the Product. For example, Your name and email address are necessary to complete the registration process. At any time after registration, You may opt out of most email communication from Company by clicking on the opt-out link at the bottom of Company's emails, or by contacting Company at the contact details listed above. However, Company may still contact You for administrative purposes. Withdrawing consent will not apply to actions the Company has already taken based on Your prior consent.

(ii) CONSENT TO RECEIVING COMMUNICATIONS FROM US: When You sign up for an account, You are opting in to receive emails from the Product for administrative or technical issues and You may occasionally receive the Company newsletters.

a. COMMUNICATIONS IN THE EVENT OF BREACH: In the unlikely event that Company believes that the security of Your Personal Information in Company's possession or control may have been compromised and creates a real risk of significant harm to You, or if Company believes that a notification is appropriate, Company may seek to notify You of that development, pursuant to both Company's desire to keep You informed and Company's legal requirement to do so. If a notification is appropriate, Company may notify You by the email address registered to Your account. Additional details on a Data Breach can be found in the in the section of this Privacy Policy entitled “3. Data Management”.

b. WE WILL NOT REQUEST CONFIDENTIAL PERSONAL INFORMATION: Company will never send email messages to customers requesting confidential information such as passwords, credit card numbers, or social security or social insurance numbers. Please do not act on any such emails as You may compromise Your Personal Information by replying or by following links to a fraudulent website.

(d) AMENDMENTS TO THIS PRIVACY POLICY AND VALIDATION TO CONFIRM COMPLIANCE WITH LAW. The Company may amend or change this Privacy Policy at its sole discretion at any time, and in accordance with the amendment provisions set out in the Terms of Use. The use of the information Company collects at any given point is subject to the Privacy Policy in effect at the time of collection. If Company makes any material changes Company will notify You by email or by means of notice on the Product prior to the change becoming effective. Company will post the most current Privacy Policy on the Product, and Your use of the Product is subject to the most current Privacy Policy as posted on the Product at any time.

(i) Company's PERIODIC REVIEW. Company will perform a periodic and timely review to ensure that Company's Privacy Policy is compliant with Applicable Laws.

(ii) YOUR PERIODIC REVIEW. Company encourages You to periodically check Company’s Privacy Policy for the latest information on Company's current policy.

(e) DISCLAIMER

IF YOU CHOOSE TO ACCESS THE PRODUCT, YOU DO SO AT YOUR OWN RISK, AND ARE RESPONSIBLE FOR COMPLYING WITH ALL LOCAL LAWS, RULES AND REGULATIONS. WE MAY LIMIT THE AVAILABILITY OF THE PRODUCT, IN WHOLE OR IN PART, TO ANY PERSON, GEOGRAPHIC AREA AND/OR JURISDICTION WE CHOOSE, AT ANY TIME AND IN COMPANY'S SOLE DISCRETION. COMPANY'S PRIVACY POLICY DOES NOT COVER THE INFORMATION PRACTICES OF OTHER COMPANIES AND ORGANIZATIONS WHO ADVERTISE COMPANY'S SERVICES, AND WHO MAY USE COOKIES (DEFINED BELOW) AND OTHER TECHNOLOGIES TO SERVE AND OFFER RELEVANT ADVERTISEMENTS. SEE COMPLETE [LIMITATION OF LIABILITY PROVISION AND DISCLAIMER], AND [PROHIBITED USE REQUIREMENTS] CONTAINED IN THE TERMS OF USE (FOUND AT: XXX).

(f) MISCELLANEOUS

If any portion of this Privacy Policy is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Privacy Policy as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Privacy Policy that is unlawful, void or unenforceable shall be stricken from this Privacy Policy. The insertions of headings are for convenient reference only and are not to affect the interpretation of this Privacy Policy.

(g) CONTACT INFORMATION

If You have questions or concerns regarding Company's policy or practices, please contact

Company's privacy officer by email at taija.ventrella@gmail.com or at the following address: n/a

(h) EFFECTIVE DATE.

This Privacy Policy is effective as of the Effective Date.

2. COLLECTION OF USER INFORMATION INCLUDING PERSONAL INFORMATION (a) DISCLOSURE OF COLLECTION

Within this section of the Privacy Policy, Company will provide You with notice that Your information is being collected when You first sign in to the Product. In the section of this Privacy Policy entitled “3. Data Management”, Company will be describing the manner in the section of this Privacy Policy entitled “4. Data Usage”, You will also be notified about the nature for which the data will be used, how Company processes the data, and how Company works with third party service providers who will assist Company to process the data.

(b) COLLECTION OF PERSONAL INFORMATION

When You use the Product, Company stores certain information about Your device and Your activities that You provide to Company and that Company automatically collects, including:

(i) REGISTRATION INFORMATION: Your user registration information which includes the following personal information (“Personal Information”): first and last name, email address and photograph if You supply one to Company as Your personal avatar;

(ii) TECHNICAL INFORMATION: technical information about Your device such as the type of device, OS version, location, other browser information (e.g., size, connection speed and connection type;

(iii) USER PREFERENCES COLLECTED AUTOMATICALLY: Your User Preferences which Company will collect and determine automatically through Cookies and traffic data as described below;

(iv) USER PREFERENCES SUPPLIED BY YOU: Your user experience preferences and settings (time zone, language, etc.), as well as content and usage preferences (collectively, the “User Preferences”); and

(v) CONTENT SUPPLIED BY YOU: Company collects content that You upload, post, and/or share to Company's Product which includes Company's Social Media Services.

We may collect electronic information from You from the following sources:

(i) COLLECTION OF INFORMATION AT REGISTRATION. Registration is required if You want to use the Product. You may need to register twice, once to the Digital Distributor and a second time after You have downloaded the Product from the Digital Distributor, using Your electronic device. As part of this registration, Company will require that You submit certain information that is relevant to the purposes of the Product.

(ii) COLLECTION THROUGH SOCIAL MEDIA: If You are logged into social media websites or applications (such as Facebook, Instagram, Twitter, among others, and individually and collectively, “Social Media Services”) on pages and/or locations that are related to Company's Product, Company may receive information from such Social Media, in which case Company may collect and store information identifying Your account with the Social Media Services;

(iii) COLLECTED THROUGH Company's COMMUNICATIONS WITH YOU: via email or through the Product, through messages or transaction information relating to Your use of the Product, through other End-User-generated content provided to Company in the normal course of Your use of the Product, including but not limited to communications related to registration, evaluations, internal surveys, feedback information, usage information, correspondence with Company through technical support tools and/or email, by and Traffic Data (as described within this Privacy Policy);

(iv) COLLECTED AUTOMATICALLY THROUGH ANALYTICS TOOLS: Company may collect and store information (including Personal Information) locally on Your device using mechanisms such as Product data caches, “Cookies” (cookies, pixel tags or other similar technologies which are small data files that are stored on an End-User's device for record-keeping purposes that track where You travel on the Product and what You look at, on single sessions or cumulated over time. Although Cookies are used by most major Products and are accepted by default by most Products, it may be possible to disable Cookies via Your settings), and through "traffic data" which collects the, route and destination of users and information on and through Company's Product, as well as cookies that are stored temporarily on Your device.

(d) PROCESSING OF COLLECTED INFORMATION

In the section of this Privacy Policy entitled “4. Data Usage”, You will also be notified about the nature for which the data will be used, how Company processes the data, and how Company works with third party service providers who will assist Company to process the data.

3. DATA MANAGEMENT

(a) VALIDATION AND CHANGES TO OF Company's END USER-INFORMATION

(i) VALIDATION: Company will validate the Personal Information to the best of its ability. Company will validate Personal Information wherever possible and any discrepancies discovered shall be corrected.

(ii) CLIENTS COLLECTING INFORMATION ON BEHALF OF THEIR END-USERS. If Company is collecting the data on behalf of Company's client, Company will work with the Client to ensure that processes will be put in place to ensure that end users are given the chance to review and correct any data issues.

(iii) REVIEW OF INFORMATION AND INDIVIDUAL ACCESS. The Company relies on You to ensure that the Personal Information You enter into Company's system is as accurate, complete and up- to-date as necessary for the purposes for which it is to be used. Until the Personal Information Removal Date (as defined below), You may review or update Your Personal Information by submitting a request to review or update Your Personal Information to taija.ventrella@gmail.com indicating that You are requesting such review or update, subject to the identity verification process set out below, and with the understanding that the Company may make changes to Your Personal Information to meet the technological requirements of Company's networks and media. Unless required to comply by law, Company may reject access or modification requests that are unreasonably repetitive, require disproportionate technical effort, risk the privacy of others, or would be extremely impractical. Where Company can provide information access and correction, and when required by law, Company will do so for free.

(iv) REMOVAL OF YOUR PERSONAL INFORMATION BY US OR BY YOU: At any time and up to the 30 days after Your account with Company has been terminated or the maximum time period allowed by Applicable Law as described below, whichever is longer (this is the “Personal Information Removal Date”) the End User may request a copy of all of the End-User’s User Data from the Product. After the Personal Information Removal Date, or upon Your specific request to taija.ventrella@gmail.com to delete the Personal Information, such Personal Information shall be deleted by Company within a reasonable period, unless:

(a) INFORMATION MAY BE RETAINED UNTIL A SYSTEM-WIDE BACKUP IS PURGED: such data may continue to temporarily persist in Company's system-wide business recovery back-ups (if any) until such time as the system-wide business recovery backup is deleted and replaced with data that does not include data collected during Your agreement term; however, You have no expectation of data retention whatsoever and acknowledge that backing up of Your own data is Your responsibility; or

(b) INFORMATION MAY BE RETAINED IF REQUIRED TO COMPLY WITH LAW: such data may continue to temporarily persist to the extent that such information is required to be retained for compliance with Applicable Law (for example, to prevent, investigate, or identify possible wrongdoing in connection with the Product or to comply with legal obligations) and until such time as such information is no longer required for this purpose, however, You acknowledge that recovery of data is not permitted by You from within this system under these circumstances unless Company is required and compelled to do so by law, and in such event, at Your sole expense.

(v) CHANGE REQUESTS MAY REQUIRE IDENTITY VERIFICATION ON YOUR PART: When updating Your Personal Information, Company may ask You to verify Your identity before Company can act on Your request.

(vi) TRACKING YOUR PREFERENCES. Company will capture and manage all End-User privacy preferences. There preferences will be tracked in the database and attached to Your End-User records. If the preferences are changes, the modifications will be incremental, and added to an audit log. Tracking of Your consent to the collection, storage and use of Your Personal Information will be also be recorded for the purposes of an audit log for consent.

(b) STORAGE AND RETENTION (i) DATA RETENTION:

a. OF NON-PERSONAL INFORMATION: Data that is non-Personal Information may be kept by Company for an indefinite period however, this does not constitute a guarantee that Company will keep the data indefinitely. This data will primarily be used in aggregate and anonymized format to drive business intelligence and analytics.

b. OF PERSONAL INFORMATION: Personal Information data will be kept until the Personal Data Removal Date (as defined above), with such deletion to be initiated by Company or by the User, in the manner described above in the section entitled “Removal of Personal Information By Company or by You.”

c. DATA RECOVERY BY YOU: Other than information that Company is required to retain and provide to You by law, [You should have no expectation of data retention whatsoever. From time to time the Company will create a backup of all data in the Company’s system. This backup is for use by the Company only in the case of disaster recovery or to maintain business operations in the case of an emergency. No data will be backed up (except for such disaster recovery purposes and Company's internally usage). Backing up of Your own data is Your responsibility.] // OR [The Company runs a periodic backup of End User’s User Data and may store the End-User’s User Data as long as the End-User’s account is current and active until expiry of the Data Retention Period.]. DATA RESTORES: The Company will not restore data unless it is available and then only if the Company determines, in its sole discretion that a data recovery is necessary.

d. PERIODIC AUDIT. Company will perform routine audits at its sole discretion or on a schedule as required by Applicable Law to confirm deletion of the data has occurred in the manner described above in the section entitled “Removal of Personal Information By Company or By You.”

(c) SECURITY MEASURES: Company takes Your privacy very seriously. If You have a security related concern, please contact Company at the contact details provided above. Company will work closely with You to ensure a quick and personal response to Your concerns. In addition, Company restricts unauthorized access through protective policies, procedures, and technical measures, including:

a. SAFEGUARDS PROVIDED BY YOU: To keep Your Personal Information secure, You are required to safeguard Your End-User name and password information in accordance with the Terms of Use.

b. SAFEGUARDS PROVIDED BY US: Company will provide physical and electronic safeguards with regard to the storage of Personal Information as required by law, however, and pursuant to disclaimer provided in the Terms of Use, You understand that in order for the Company to operate the Product, End-User Data may be transmitted by You to the Company over the internet, public networks or otherwise, and You acknowledge that that no such data transmission can be guaranteed to be completely secure, and that, beyond Company's requirements to provide a warranty on information security [as required by law or in accordance with the security protocols agreed to by the parties hereto in writing], Company cannot warrant the security of any information You transmit to us, and that You do so at Your own risk.

c. ACTIONS IN THE EVENT OF DATA BREACH. A “Data Breach” is defined as any non-authorized access to the storage locations of the data, or access to a storage location by an individual that is potentially suspected of having performed non-authorized activities. In the case where a Data Breach has occurred, if the Company believes that the breach creates a real risk of significant harm to the end-users, the End-User will be notified in the manner as required by law, and all details regarding the impact to the End-User will be shared.

4. DATA USAGE SCHEDULE TO THE PRODUCT TERMS OF USE

(a) USE AND DISCLOSURE OF PERSONAL INFORMATION. Company will not use or disclose Personal Information other than the purposes identified below (individually and collectively, the “Purpose”):

(i) TO COMMUNICATE WITH YOU AND TO PROVIDE CUSTOMER SERVICE: To Provide Customer Service and support, administrative messages, updates, and security alerts, to resolve disputes, and to troubleshoot problems;

(ii) TO IMPROVE Company's PRODUCT: To fulfill Your requests or Company's product roadmap for certain features of the Product, to customize, measure, and improve the Product including by analyzing trends, tracking user movements on the Product, gathering demographic statistics about Company's user base as a whole, and to assist Company to measure Company’s performance and effectiveness of Company’s content, and to share Company's performance information with others;

(iii) TO IMPROVE Company's CONTENT: Company may post Your social media content,

testimonials, and other information provided by you;

(iv) TO FULFIL Company's BUSINESS GOALS: to directly or indirectly offer or provide You with products and services that are based on Company's analysis of Your needs as determined by Company's analytics and the analytics of Company's third-party processors, unless You opt out;

(v) TO ENABLE Company's COLLABORATORS TO FULFIL THEIR Company's BUSINESS GOALS: Where a third party to this Privacy Policy directly or indirectly provides the Company with the ability to provide the Product to You, Company may supply Personal Information to such Third Party in exchange for fulfilling Company's Purpose and providing corresponding value to the third party, and such third parties are listed in Section 5 of this Privacy Policy entitled “List of Third Party Processors”;

(vi) IN THE EVENT OF AN ACQUISITION OF Company's COMPANY. In the event that the Company, or all or a portion of Company's business, or one or more of its divisions, is acquired by one or more third parties as a result of an acquisition, merger, sale, reorganization, consolidation, liquidation or another similar transaction, Your Personal Information shall be one of the transferred assets. To the extent that Company is required to do so by law, You will be notified of any changes in ownership or uses of Your Personal Information.

(vii) TO ENABLE Company's PARENT COMPANY OR AFFILIATED COMPANY’S BUSINESS TO FULFIL THEIR BUSINESS GOALS: Company may share information from or about You with subsidiaries, joint ventures, or other companies under common control, in which case Company will require them to honor this Privacy Policy.

(viii) TO ENFORCE Company's TERMS OF USE AND TO COMPLY WITH LAW: (1) to enforce Company's rights against You or in connection with a breach by You of this Privacy Policy or the Terms of Use; (2) to investigate or respond to suspected illegal or fraudulent activity or to protect the safety, rights, or property of us, Company's users, or others; (3) to prevent prohibited or illegal activities; (4) to prevent situations involving potential threats to the physical safety of any person; or (5) when required by any applicable law, rule, regulation, subpoena, or other legal process.

[(ix) TO PROCESS PAYMENTS: To use certain services on the Product, Company may require debit or credit card account information (“Debit or Credit Card Information”). By submitting Your Debit or Credit Card Information through the Product, You expressly consent to sharing of Your information with third-party payment processors and other third-party service providers.]

(x) And to fulfill other purposes related to Company's Product, subject to Your explicit consent if consent is required by law.

(b) USE OF COOKIES AND USAGE DATA: Company may use session Cookies and usage data to fulfil the Purpose, by tracking information about You as related to Your usage of the Product, and correlating to other personally identifiable information collected while on the Product or connected to Company's third party processors (as listed in Section 5 to this Privacy Policy entitled List Of “Third Party Providers”). Company may also use Cookies that are created by the Product to secure Your login session and to help ensure the security of Your account.

(c) USE OF THIRD PARTIES TO ASSIST US TO IMPROVE THE PRODUCT AND TO ACHIEVE Company's BUSINESS GOALS: To fulfil the Purpose, Company may share Personal Information or with Company's affiliates, acquirers or third-party collaborator or vendors (as listed in Section 5 to this Privacy Policy entitled List Of “Third Party Providers”), subject to the following conditions:

(i) USE LIMITED TO SERVICE PROVIDED OR PURPOSE OF TRANSFER: Company's service providers are restricted from using Your Personal Information in any way other than for the service they are providing or as it relates to Company's Purpose fulfilled by such transfer; this includes the use of Cookies by Company's third parties so long as the use on such Cookies is to collect the same type of information for the same purposes as the Purpose.

(ii) THIRD PARTIES MUST ADHERE TO Company's STANDARDS: Company ensures that such third parties maintain reasonable and appropriate safeguards that do not breach Company's safeguards of security requirements set out In Section 3 of this Privacy Policy entitled “Data Management”, or as otherwise required by law. If the use of Cookies by any third party differs materially from the practices already listed, Company will revise this document accordingly and notify existing users of the change(s).

(d) RIGHTS TO CONTENT PROVIDED BY THE END-USER

(i) FOR INFORMATION YOU PROVIDE. By posting content on the Application (the “User Data”), the End-User hereby grants to the Company a worldwide, non-revocable, non-exclusive, perpetual, royalty-free, and sub-licensable right to use, create derivative works of, modify, and to distribute (including without limitation, distribution online, through multiple channels, and bundled with other applications or materials) such content, and further, the agrees to waive any moral rights to such User Data, and agrees that the Company may modify or adapt the User Data in order to transmit, display or distribute it over other applications and in various media. The End-User agrees that the End-User will defend, indemnify and hold harmless the Company from and against any Claims (as defined in the Agreement) arising from the nature of the content submitted and/or the ownership of End-User Data and any claims of infringement of third party intellectual property related to such End-User Data.

(ii) FOR INFORMATION WE AUTOMATICALLY COLLECT. Company Collection and Analysis of Data. The Company creates benefit to all of its End-Users by analyzing the Company Data for the purposes of Product improvements. The End-User agrees that the Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Company products and related systems and technologies, and the Company will be free (during and after the Initial Term or subsequent Renewal Term) to (i) use such information and data to improve and enhance the Company products generally, (ii) for other development, diagnostic and corrective purposes in connection with the Products and Services, and (ii) disclose such data solely in aggregate, anonymous, and non-identifiable form that is in no way connected End-User or its business.