Trainer Terms of Use

These Trainer Terms of Use were last modified on November 1, 2016.

If You are a Trainer, these Trainer Terms of Use ("Trainers Terms of Use") contain the terms and conditions of Your participation as an Trainer with Skimble. These Trainer Terms of Use ("Terms of Use") apply to Your use of the Services. These Terms of Use constitute a legally binding agreement between You and Us. By accessing or using Our Services, You agree that You have read, understand, and are bound by the Trainer Terms of Use set forth herein. If You do not agree to these Trainer Terms of Use, You may not use or access Our Services.

THESE TRAINER TERMS OF USE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE (AS FURTHER EXPLAINED IN SECTION 25 OF THE TERMS OF USE). SKIMBLE'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THESE TERMS, TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS OF USE ARE CONSIDERED AN OFFER BY SKIMBLE, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in Skimble's Privacy Policy ("Privacy Policy"), and Terms of Use ("Terms of Use").

1. Incorporation into Terms of Use

In addition to these Trainer Terms of Use, Trainers are subject to the Terms of Use, and the Trainer Terms of Use have been incorporated therein by reference. If You are a Trainer, and there is a conflict between these Trainer Terms of Use and the Terms of Use, the Trainer Terms of Use will govern.

2. Trainer Obligations

As a Trainer, You represent, warrant, and covenant that:

· You must complete the Trainer verification and enrollment forms and be accepted as a verified trainer prior to accepting Clients, and You must agree to the pricing terms which are presented to You during the Trainer enrollment process.

· You will be responsible for all of Your User Content, any content You post and publish on Your Trainer profile, and any and all Training Services You provide to Clients through the Services. You further agree that You own or have the necessary licenses, rights, consents, and permissions, and the authority to authorize Skimble, to reproduce, distribute, publicly perform (including by means of a video and audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any of Your User Content on and through the Services.

· No User Content shall infringe or misappropriate any intellectual property right of a third party.

· You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the Training Services.

· You will not engage in any activity that will require Skimble to obtain any licenses from or pay any royalties to any third party, including but not limited to the payment of royalties for the public performance of any musical works or sound recordings.

· You will respond promptly to Clients and ensure a quality of service commensurate with the standards of the training industry.

· Your Training Services and any User Content You post and provide (i) will not breach any agreements You have entered into with any third parties, including obligations of confidentiality, and (ii) will (a) be in compliance with all applicable laws rules and regulations that may apply, (b) be truthful, accurate and not misleading, and (c) not conflict with the rights of third parties.

· You are over the age of 18 or, if not, You are between the ages of 13 and 17 and a third party parent or legal guardian has agreed to these Trainer Terms of Use, as well as our Terms of Use and Privacy Policy, and will assume responsibility and liability for Your performance and compliance hereunder.

3. Trainer Verification

In order to become a verified trainer, You must complete Your trainer profile and submit proof of certification as a fitness professional. We will verify Your submitted information and accept or deny Your application at Our sole and absolute discretion. We also may take steps to verify Your identity and eligibility to be paid for the Training Services. By participating in the Services, You authorize us to share Your identification information, certification information, training credentials, and any other information You submit to Us with the organization that certified You ("Verification Information"). We disclose to other Users which of Your certifications We have validated and We may retain Your Verification Information but will not disclose or share the Verification Information with other Users or third parties.

4. Confidentiality

As a Trainer, You may receive non-public information from Clients that would reasonably be understood, under the circumstances, to be confidential information, including but not limited to Client fitness assessments, weight, health information, private photographs, and other personal details of Clients ("Confidential Information"). As a Trainer, You acknowledge and agree not to use any Confidential Information of a Client for any purpose other than for providing the Training Services to such Client. You shall not disclose or permit disclosure of any Confidential Information of a Client to any third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of a Client in order to prevent it from falling into the public domain or the possession of third parties. You agree to notify the Client of any actual or suspected misuse or unauthorized disclosure of Confidential Information of the Client's which may come to Your attention. Confidential Information You receive regarding a Client will not be deemed Confidential Information if it: (a) was in the public domain at the time it was disclosed to the Trainer; (b) entered the public domain subsequent to the time it was disclosed to the Trainer, through no fault of the Trainer; (c) was in the Trainer's possession free of any obligation of confidence at the time it was disclosed to the Trainer; or (d) was rightfully communicated to the Trainer free of any obligation of confidence subsequent to the time it was disclosed to the Trainer.

5. License to Skimble

You hereby grant Skimble a non-exclusive right and license to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the User Content You submit through the Services, and sublicense it to Users for these purposes directly or through third parties. Notwithstanding the foregoing, and subject to these Trainer Terms of Use, if You are a Trainer, unless specifically stated otherwise, You have the right to remove Your User Content from the Services at any time. Removal of Your User Content will terminate the foregoing license and rights sixty (60) days after such removal as to new Users, provided, however, that any rights given to Users prior to that time will continue in accordance with the terms granted to such Users.

You hereby agree that Skimble may record all or any part of any Services or Training Services (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating Our Services. You hereby grant Skimble permission to use Your name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, Training Services, and User Content and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith, to the extent permissible under applicable law.

6. Termination of Trainers and Training Services

Skimble reserves the right to terminate Trainer accounts and Training Services at its sole discretion, as described in Our Terms of Use.

7. Pricing and Payments

As a Trainer, You are responsible for setting the price You will charge Clients for Your Training Services. Skimble is responsible for billing and collecting fees from Clients. As part of Your participation in and use of the Services, You agree that Skimble has permission to share Your Training Services, and information about You and the Training Services with Skimble employees and selected partners, for which You will not receive compensation. You acknowledge that Skimble does not guarantee any minimum level of success in connection with providing Your Training Services through the Services.

Skimble will pay You seventy percent (70%) of the Net Amount received for Training Services less any applicable deductions such as Client refunds ("Revenue Share"). "Net Amount" means Gross Amount, less any applicable taxes and other administrative or other handling fees incurred by Skimble. "Gross Amount" means the amount actually received by Skimble for purchases by Clients for the Training Services. If Skimble changes the Revenue Share, we will provide You thirty (30) days notice via email or by providing notice on the Services.

Skimble uses third party payment processors to process credit and debit card transactions for Your Skimble account, as well as make deposits to Your bank account via ACH transactions. The processing of payments will be subject to the terms, conditions and privacy policies of the third-party payment processor or financial institutions in addition to Our Terms of Use and this Trainer Terms of Use.

Payments processed through Stripe are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these Trainer Terms of Use or continuing to use the Services, You agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Skimble enabling payment processing services through Stripe, You agree to provide Skimble with accurate and complete information about You and You authorize Skimble to share it and transaction information related to Your use of the payment processing services provided by Stripe.

Payment will be made to You within thirty (30) days of the end of the calendar month in which Skimble received a fee for the Training Services offered. You are responsible for providing all identifying and tax information necessary for the payment of amounts due. Moreover, as a Trainer, You are responsible for determining whether You are eligible to be paid by a US company.

8. Refunds

As set forth in the Terms of Use, Skimble's policy is that Client payments for the services are non-refundable. As a Trainer, however, You acknowledge and agree that Skimble, in its sole and absolute discretion, may determine that certain circumstances warrant a refund of payments to a Client. Under such circumstances, neither Trainers nor Skimble shall receive any payments, fees or commissions for any transactions for which a refund has been granted. In the event that Skimble determines that a refund is necessary after a Trainer has been paid for Training Services, Skimble reserves the right to either (1) deduct the amount of such refund from the next payment to be sent to the Trainer, or (2) require that Trainer refund any amounts refunded to Client for the Training Services.

9. Taxes

You understand and agree that You are responsible for any taxes on Your income. You are responsible for following the requirements of the appropriate taxing authority related to sales tax on Your Training Services (which may be different to the tax authority in Your own location). Skimble is unable to provide You with tax advice and You should consult Your own tax advisor.

10. Deletion of Your Account

Upon deletion of Your Skimble account, We will use commercially reasonable efforts to make any remaining scheduled payments due and owing to You prior to deleting Your Account. You hereby understand and agree that if Clients have previously paid for Your Training Services after Your Account has been deleted, Your name and the Training Services will remain accessible to those Clients.

11. Changes or Clarifications to Our Trainer Terms of Use

We reserve the right to change these Trainer Terms of Use at any time. If We change these Trainer Terms of Use, We will update the Effective Date listed above, and will also notify You by either sending an email to the User email address on file or by posting a notice through Our Services. If You continue to use the Services, after the effective date of any change, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Trainer Terms of Use as changed. The updated Trainer Terms of Use supersedes all previous Trainer Terms of Use. If You do not agree with Our updated Trainer Terms of Use, You may not use Our Services.

If You have any questions about these Trainer Terms of Service You can contact us at trainers@skimble.com or by mail to Skimble, Inc., One Ferry Building, Suite 255, San Francisco, CA 94111.