Terms of Use

1. Scope of These Terms

These WorkoutLabs Train Terms of Use (the “Terms”) govern access to and use of the WorkoutLabs Train platform, related websites, software, applications, content and services collectively referred to as “Train” or the “Services.”

The Services are provided by WorkoutLabs LLC, a Wyoming limited liability company (“WorkoutLabs,” “we,” “us” or “our”).

These Terms apply only to WorkoutLabs Train. They do not govern WorkoutLabs Fit or any other WorkoutLabs product that is subject to separate terms.

Train is used by healthcare professionals, fitness professionals, coaches, organizations, patients, clients and other authorized users to create, manage and deliver exercise programs.

For purposes of these Terms:

• “Organization” means a hospital, clinic, healthcare practice, fitness business, employer, educational institution or other entity that purchases, administers or provides access to Train.
• “Organization Administrator” means a user authorized to manage an Organization’s Train account.
• “Professional User” means a clinician, exercise physiologist, therapist, trainer, coach or other professional using Train to create or deliver exercise programs.
• “Patient or Client User” means an individual who receives or accesses an exercise program through Train.
• “User” means any person who accesses or uses Train.
• “Customer Content” means information, exercise programs, notes, messages, custom exercises, images, files and other material submitted to Train by or on behalf of a User or Organization.
• “WorkoutLabs Content” means Train itself and all content provided by WorkoutLabs, including software, interfaces, exercise illustrations, animations, templates, text, instructions, databases, program libraries and branding.

2. Additional Agreements and Order of Precedence

An Organization may enter into an order form, services agreement, data processing agreement or other written agreement with WorkoutLabs.

If there is a conflict between these Terms and a separate agreement signed by authorized representatives of WorkoutLabs and the Organization, the signed agreement will control to the extent of the conflict.

Any purchase order issued by an Organization is for administrative convenience only. Additional or conflicting terms in a purchase order will not modify these Terms or any signed agreement unless WorkoutLabs expressly accepts them in writing.

The WorkoutLabs Train Privacy Notice explains how WorkoutLabs collects, uses and protects personal information in connection with Train.

3. Eligibility and Authority

You must be at least 18 years old to create an independent Train account.

By using Train, you represent that:

• You have the legal capacity to agree to these Terms
• The information you provide is accurate and current
• You will use Train in compliance with applicable laws and professional obligations
• You are not prohibited from using the Services under applicable law

If you accept these Terms on behalf of an Organization, you represent that you have authority to bind that Organization. In that case, “you” includes both you and the Organization.

4. Organization Accounts and Administrators

Organization Administrators may:

• Add, manage and remove authorized users
• Assign account roles and permissions
• Access Customer Content associated with the Organization
• Configure available features
• Suspend or terminate Organization-managed accounts
• Request export or deletion of Organization data

Users whose accounts are created, sponsored or managed by an Organization understand that the Organization may administer their accounts and access information associated with their use of Train.

The Organization is responsible for:

• Selecting appropriate administrators
• Managing user access and permissions
• Removing access when a User is no longer authorized
• Ensuring that its Users comply with these Terms
• Determining whether Train is appropriate for its intended use
• Configuring and using Train in accordance with its legal, regulatory and contractual obligations

WorkoutLabs is not responsible for actions taken by an Organization Administrator within the authority granted by the Organization.

5. Use by Minors

A minor may use Train only through an account or exercise program appropriately authorized and managed by an Organization, Professional User, parent or legal guardian.

Children under 13 may not independently register for Train or create their own accounts.

An Organization or Professional User that provides Train access to a minor represents that it has obtained any authorization or parental or guardian consent required by applicable law.

WorkoutLabs may request evidence of appropriate authorization and may suspend access where such authorization cannot be confirmed. Nothing in this section authorizes the submission of protected health information contrary to Section 10.

6. Accounts and Security

You must provide accurate account information and keep it current.

You are responsible for:

• Maintaining the confidentiality of your login credentials
• Using a unique and secure password
• Activities occurring through your account
• Preventing unauthorized access to Train
• Promptly notifying WorkoutLabs of suspected unauthorized use or a security incident

Accounts are assigned to individual Users and may not be shared unless WorkoutLabs expressly permits shared access in writing.

You must not allow another person to use your account or impersonate another User. WorkoutLabs may require password changes, multi-factor authentication or other security measures.

Contact WorkoutLabs immediately at [email protected] if you believe an account has been compromised.

7. Limited Right to Use Train

Subject to these Terms and payment of all applicable fees, WorkoutLabs grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use Train during the applicable subscription term for your authorized professional, clinical, coaching, organizational or personal use.

This right does not transfer ownership of Train or any WorkoutLabs Content.

Professional Users and Organizations may distribute workout plans and other materials generated through Train to their authorized patients, clients, members or staff as part of the ordinary intended use of the Services.

No other use is permitted unless WorkoutLabs has provided prior written authorization.

8. Professional and Clinical Responsibility

Train is an exercise-program authoring, management and delivery platform. WorkoutLabs does not provide medical care, clinical assessment, diagnosis, treatment, rehabilitation services, personal training or emergency services.

Train does not replace the independent judgment of a qualified healthcare or fitness professional.

Professional Users and Organizations remain solely responsible for:

• Assessing each patient’s or client’s needs, condition and ability
• Determining whether an exercise, workout or program is appropriate
• Reviewing and approving programs before delivery
• Providing necessary instructions, warnings and supervision
• Monitoring symptoms, progress and contraindications
• Maintaining required professional licenses and credentials
• Complying with professional standards and applicable laws
• Responding to emergencies and adverse events

Pre-built programs, exercise descriptions, illustrations, templates and other WorkoutLabs Content are provided as tools and general resources. They are not individualized medical advice and must be reviewed by the responsible Professional User before being prescribed, assigned or delivered.

WorkoutLabs does not independently verify the safety, suitability or clinical accuracy of Customer Content or user-created exercise programs.

9. Patient and Client Responsibilities

Patient and Client Users must:

• Follow the instructions provided by their clinician, trainer or other responsible professional
• Use only equipment and facilities appropriate for the assigned activity
• Stop exercising and seek appropriate assistance if they experience concerning symptoms
• Not use Train as a substitute for medical advice or emergency care

If you believe you are experiencing a medical emergency, contact local emergency services immediately.

WorkoutLabs does not control the professional relationship between a Patient or Client User and the Organization or Professional User that provides an exercise program.

Questions concerning a prescribed or assigned exercise program should be directed to the responsible Organization or Professional User.

10. Protected Health Information and Regulated Data

Unless WorkoutLabs expressly authorizes such use in a separate written agreement signed by WorkoutLabs, Train is not intended to create, receive, maintain or transmit protected health information on behalf of a covered entity or business associate as those terms are defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”).

Healthcare Organizations and their Users must not submit, upload, store or transmit protected health information through Train unless WorkoutLabs has expressly authorized that use in a separate signed agreement.

WorkoutLabs does not require healthcare Users to enter patient diagnoses, medical record numbers, dates of birth, clinical notes or other patient-identifying health information to use Train’s exercise prescription functionality.

Unless expressly authorized in writing, healthcare Users must not place identifying patient information in:

• Workout or program titles
• Exercise notes
• Custom exercise content
• Uploaded images or documents
• File names
• Messages
• Free-text fields
• Other Customer Content

Organizations and Users are responsible for determining whether information submitted to Train constitutes protected health information or other regulated data and whether the submission is permitted.

WorkoutLabs may remove or restrict access to information that it reasonably believes was submitted contrary to this section. WorkoutLabs may also suspend affected features or accounts while the issue is investigated.

The restriction in this section does not prohibit non-healthcare fitness professionals and other non-HIPAA-regulated Users from entering ordinary client information where permitted by applicable law and the Train Privacy Notice.

11. Customer Content

As between WorkoutLabs and the applicable User or Organization, the User or Organization retains its ownership rights in Customer Content.

You grant WorkoutLabs and its service providers a limited, non-exclusive, worldwide license to host, copy, process, transmit, display, format and otherwise use Customer Content only as reasonably necessary to:

• Provide and operate Train
• Deliver content to authorized recipients
• Maintain, secure and support the Services
• Prevent fraud or misuse
• Comply with applicable law
• Enforce these Terms

You represent that:

• You have all rights and permissions necessary to submit the Customer Content
• The Customer Content does not violate another person’s rights
• Your collection and use of the Customer Content complies with applicable law
• You have obtained all required notices, authorizations and consents

You must not upload content that is unlawful, infringing, deceptive, defamatory, abusive, harmful or otherwise violates these Terms.

WorkoutLabs may remove or restrict access to Customer Content where reasonably necessary to comply with law, protect the Services, address infringement or prevent harm.

12. Organization Control of Customer Content

Where Customer Content is submitted through an Organization-managed account, the Organization generally controls that content and determines how it is used within Train.

WorkoutLabs may act on instructions from an authorized Organization Administrator concerning:

• User access
• Data correction
• Data export
• Account suspension
• Data deletion
• Transfer of administrative control

Patient or Client Users may need to contact the applicable Organization directly to exercise rights relating to information controlled by that Organization.

WorkoutLabs is not responsible for disputes between an Organization and its Users concerning ownership, access or control of Customer Content.

13. WorkoutLabs Content and Intellectual Property

Train and all WorkoutLabs Content are owned by WorkoutLabs or its licensors and are protected by copyright, trademark, trade-secret and other intellectual-property laws.

WorkoutLabs Content includes, without limitation:

• Exercise illustrations and animations
• Exercise descriptions and instructions
• Muscle diagrams
• Program libraries and templates
• Software and source code
• Page layouts and interfaces
• Databases and structured metadata
• Logos, names and trademarks

Except for the limited rights expressly granted under these Terms, no right or license is granted to WorkoutLabs Content.

You may use Train-generated workout plans and materials with authorized patients, clients, members and staff during your subscription. You may not extract or reuse individual WorkoutLabs illustrations or other assets outside their intended presentation within Train-generated materials.

Without prior written permission from WorkoutLabs, you must not:

• Copy, extract, reproduce or download WorkoutLabs Content in bulk
• Isolate illustrations, animations or other assets from Train-generated materials
• Sell, license, sublicense or redistribute WorkoutLabs Content
• Use WorkoutLabs Content in another software product, database, publication or content library
• Modify WorkoutLabs Content to create derivative illustrations or assets
• Scrape or systematically collect content from Train
• Use WorkoutLabs Content to train, test or improve an artificial-intelligence or machine-learning system
• Use Train or WorkoutLabs Content to create or improve a competing exercise-content library or platform
• Remove copyright notices, attribution or proprietary markings
• Circumvent technical measures intended to restrict copying or extraction

Unauthorized use of WorkoutLabs Content may cause irreparable harm. WorkoutLabs may seek immediate injunctive relief and pursue actual damages, statutory damages, recovery of profits, attorneys’ fees and any other remedies available to the maximum extent permitted by law.

Termination of an account or subscription does not authorize continued possession or use of extracted WorkoutLabs Content.

14. Custom Exercises and Uploaded Materials

Train may allow Users to create custom exercises and upload images, instructions or other materials.

You retain your ownership rights in your original custom materials. You grant WorkoutLabs the limited license described in Section 11 so that we can provide the Services.

You are responsible for confirming that uploaded material:

• Belongs to you or is properly licensed
• Does not infringe copyright, trademark, privacy, publicity or other rights
• Is accurate and appropriate for its intended use
• Does not contain unauthorized personal or regulated information

WorkoutLabs may remove custom content that is alleged to infringe another party’s rights or otherwise violates these Terms.

15. Feedback

You may provide suggestions, ideas or feedback concerning Train.

You grant WorkoutLabs a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or compensation.

This section does not transfer ownership of Customer Content or confidential business information.

16. Prohibited Conduct

You must not:

• Use Train for an unlawful, fraudulent or harmful purpose
• Violate applicable professional, healthcare, privacy or consumer-protection laws
• Submit protected health information contrary to Section 10
• Access another person’s account without authorization
• Share individual account credentials
• Misrepresent your identity, credentials or affiliation
• Attempt to gain unauthorized access to Train or related systems
• Probe, scan or test system vulnerabilities without written permission
• Bypass access controls, usage limits or security measures
• Reverse engineer, decompile or attempt to discover Train source code except where applicable law expressly permits it
• Introduce malware, malicious code or corrupted data
• Interfere with the security, integrity or availability of Train
• Use automated tools to scrape, harvest or extract content or data
• Send spam, harassment, threats or unlawful communications
• Upload infringing, deceptive or harmful content
• Use Train to monitor another person unlawfully
• Resell access to Train without written authorization
• Use Train in a manner that unreasonably burdens the Services or other Users
• Help another person engage in prohibited conduct

WorkoutLabs may investigate suspected violations and cooperate with lawful requests from regulators, courts and law-enforcement authorities.

17. Third-Party Services and Integrations

Train may connect with or provide links to third-party products, websites, payment processors or integrations.

Third-party services are governed by their own terms and privacy policies. WorkoutLabs does not control and is not responsible for third-party services.

WorkoutLabs does not guarantee that an integration will remain available or compatible. We may modify, suspend or discontinue an integration where reasonably necessary.

An Organization is responsible for authorizing integrations and determining whether the transfer of data to or from a third-party service is appropriate.

18. Subscription Plans and Payment

Train offers monthly and annual subscription plans. Certain Organizations may purchase custom plans or receive alternative billing terms through a written agreement.

Unless otherwise agreed in writing:

• Subscription fees are charged in advance
• Subscriptions renew automatically for successive periods equal to the original subscription period
• Monthly plans renew monthly
• Annual plans renew annually
• The payment method on file may be charged automatically at each renewal
• Fees are non-refundable except where required by law
• Users are responsible for applicable taxes other than taxes based on WorkoutLabs’ net income

You authorize WorkoutLabs and its payment providers to charge all applicable fees to the payment method associated with the account.

You must maintain valid and current billing information.

WorkoutLabs may change subscription pricing by providing reasonable advance notice. A pricing change will ordinarily take effect at the next renewal rather than during a prepaid subscription period.

Custom pricing, invoicing terms and purchase-order requirements are governed by the applicable written agreement.

19. Cancellation

You may cancel a subscription through the available account controls or by contacting WorkoutLabs.

Unless otherwise agreed in writing:

• Cancellation takes effect at the end of the current paid subscription period
• You may continue using Train until that period ends
• Cancellation does not produce a refund or credit for unused time
• Failure to use Train does not constitute cancellation
• Deleting an application, bookmark or local file does not cancel a subscription

WorkoutLabs may require sufficient information to verify that a cancellation request is authorized.

20. Account Restoration, Retention and Deletion

Following cancellation or expiration of a subscription, WorkoutLabs will generally retain the account and associated Customer Content for 90 days.

During this 90-day period:

• The account may be inactive or have limited functionality
• An authorized User or Organization may request restoration
• Restoration may require payment of applicable subscription fees
• WorkoutLabs does not guarantee that every feature, integration or setting can be restored exactly as previously configured

After the 90-day retention period, WorkoutLabs may delete the account and associated Customer Content from active systems.

Deleted information may remain for a limited period in encrypted backups, logs or records maintained for security, fraud prevention, dispute resolution, legal compliance or legitimate business-continuity purposes. Such information will not ordinarily be restored to active use.

An authorized User or Organization may request immediate deletion before the 90-day period ends by emailing [email protected].

Immediate deletion:

• May be irreversible
• Will eliminate the ordinary restoration period
• May require verification of the requesting party’s authority
• Remains subject to legal, security, backup and record-retention requirements

WorkoutLabs is not responsible for Customer Content that is deleted in accordance with these Terms.

21. Data Exports

Users and Organizations are responsible for maintaining copies of information they need outside Train.

WorkoutLabs may provide an available self-service export where supported by the Services.

A custom, manual or specially formatted account-data export may require technical or administrative work. WorkoutLabs may charge a reasonable fee for such work and will disclose the applicable fee before beginning the export.

A fee under this section does not apply where applicable law requires WorkoutLabs to provide a particular privacy-related copy or response without charge.

WorkoutLabs does not guarantee that data can be exported in a format compatible with another service.

22. Suspension and Termination

WorkoutLabs may suspend, restrict or terminate access to Train if:

• Fees are overdue
• A payment is reversed or disputed
• An account presents a security risk
• A User violates these Terms
• Train is used unlawfully
• Protected health information is submitted contrary to Section 10
• Customer Content infringes another party’s rights
• Use of Train threatens the Services or other Users
• Suspension is required by law or a lawful governmental request
• Continued service would expose WorkoutLabs to material legal, security or operational risk

Where reasonably practicable, WorkoutLabs will provide notice and an opportunity to address the issue. WorkoutLabs may act immediately where necessary to protect data, systems, Users or third parties.

WorkoutLabs may terminate a free account or inactive account after reasonable notice.

Upon termination:

• Your right to use Train ends
• Outstanding fees remain payable
• Data retention and deletion are governed by Section 20
• Provisions intended by their nature to survive will remain effective

23. Changes to the Services

WorkoutLabs may modify, update or discontinue features of Train.

We may make changes to:

• Improve functionality
• Address security or legal requirements
• Replace outdated technology
• Respond to third-party service changes
• Protect system performance
• Refine the product and its intended use

WorkoutLabs will use reasonable efforts to provide advance notice of a material discontinuation that substantially reduces paid functionality. This does not apply to urgent security, legal or reliability changes.

No service-level commitment applies unless expressly stated in a signed agreement.

24. Privacy

WorkoutLabs’ collection and use of personal information are described in the WorkoutLabs Train Privacy Notice.

By using Train, you acknowledge that information may be processed as described in that notice.

Organizations and Professional Users are separately responsible for providing any privacy notices and obtaining any consents required for their own collection, use and disclosure of information through Train.

25. Copyright Complaints

WorkoutLabs respects intellectual-property rights.

A copyright owner or authorized agent who believes content available through Train infringes a copyright may send a notice to WorkoutLabs at the contact information below.

A notice should identify:

• The copyrighted work
• The allegedly infringing material and its location
• The complainant’s contact information
• A statement of good-faith belief that the use is unauthorized
• A statement that the notice is accurate and made under penalty of perjury
• The physical or electronic signature of the copyright owner or authorized agent

WorkoutLabs may remove allegedly infringing content and may terminate accounts of repeat infringers where appropriate.

26. No Permission to Use Customer Names or Logos

Use of Train does not give WorkoutLabs permission to publicly use an Organization’s name, trademarks or logo for marketing purposes.

WorkoutLabs may identify an Organization as a customer only with the Organization’s permission or where permitted by a separate written agreement.

Neither party may imply an endorsement, sponsorship or partnership that has not been authorized.

27. Disclaimers

Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, the exclusions apply only to the maximum extent permitted by law.

28. Limitation of Liability

The limitations in this section do not apply where liability cannot legally be excluded or limited.

29. Indemnification

To the extent permitted by law, an Organization or User accessing Train in a professional, business or commercial capacity will defend, indemnify and hold harmless WorkoutLabs and its owners, officers, employees, contractors, affiliates and service providers from claims, liabilities, damages, judgments, losses, costs and reasonable attorneys’ fees arising from or relating to:

• Its Customer Content
• Its exercise programs, professional services or instructions
• Injury allegedly caused by a program it created, selected, modified or delivered
• Its violation of these Terms
• Its violation of applicable law or professional obligations
• Its infringement of another party’s rights
• Its unauthorized submission of protected health information or regulated data
• Its failure to obtain required authorization, consent or permission
• Its Users’ use or misuse of Train

WorkoutLabs may control the defense of a claim subject to indemnification. The indemnifying party may not settle a claim in a manner that admits fault by WorkoutLabs or imposes an obligation on WorkoutLabs without WorkoutLabs’ written consent.

This section does not require indemnification to the extent a claim was directly caused by WorkoutLabs’ willful misconduct.

30. Governing Law and Venue

These Terms are governed by the laws of the State of Wyoming without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Terms or Train must be brought exclusively in:

• A state court of competent jurisdiction located in Sheridan County, Wyoming
• The United States District Court for the District of Wyoming

You and WorkoutLabs consent to the personal jurisdiction of those courts and waive objections based on venue or inconvenient forum.

Nothing in this section prevents WorkoutLabs from seeking injunctive or equitable relief in another jurisdiction to protect its intellectual property, confidential information or systems.

31. Changes to These Terms

WorkoutLabs may update these Terms from time to time.

If a change is material, WorkoutLabs will provide reasonable notice through email, an in-product notice, the Train website or another appropriate method.

Updated Terms will state their effective date. Continued use of Train after the effective date constitutes acceptance of the updated Terms.

If you do not agree to an update, you must stop using Train and cancel your subscription before the updated Terms take effect.

Changes to a separately signed agreement must be made according to that agreement.

32. Electronic Communications

You consent to receive agreements, notices, invoices and other communications electronically.

Electronic communications may be delivered by email, through Train or by posting on an applicable WorkoutLabs website.

You are responsible for maintaining a valid email address associated with your account.

Electronic acceptance of these Terms has the same effect as a physical signature to the extent permitted by law.

33. General Provisions

Entire Agreement

These Terms, the Train Privacy Notice and any applicable signed agreement constitute the agreement between you and WorkoutLabs concerning Train.

No Waiver

Failure to enforce a provision does not waive the right to enforce it later.

Severability

If a provision is found unenforceable, it will be modified to the minimum extent necessary or severed. The remaining provisions will continue in effect.

Assignment

You may not assign these Terms without WorkoutLabs’ prior written consent.

WorkoutLabs may assign these Terms to an affiliate or in connection with a merger, financing, reorganization, acquisition or sale of all or part of its business or assets.

No Agency

These Terms do not create an employment, partnership, franchise, joint venture, fiduciary or agency relationship between you and WorkoutLabs.

Force Majeure

WorkoutLabs is not responsible for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, government action, labor disruption, utility failure, internet outage, cyberattack or failure of a third-party provider.

Headings

Section headings are for convenience and do not affect interpretation.

Survival

Sections concerning fees, intellectual property, data retention, disclaimers, liability, indemnification, disputes and other provisions intended by their nature to survive will remain effective after termination.

34. Contact Information

Questions concerning these Terms may be sent to: