Terms & Conditions

Hello! This Agreement ("Agreement") governs your relationship with Training Block. In this Agreement, we will refer to you, the member Athletic Service Provider, and all of your d/b/a's, affiliates, agents, employees, representatives and subcontractors as "you," "SP," "Service Provider," “Provider” or "member" and to Training Block and its employees and agents as "we" or "us" or "Training Block." Other Service Providers who have joined Training Block's network are referred to in this Agreement as "Service Providers," "SPs," “Providers” or "members."  Customers who purchase your services on the Training Block platform are referred to in this Agreement as “consumers” or “Customers.” Unless otherwise stated, all terms and conditions set forth in this Agreement that apply generally to Service Providers also apply to and bind you. References herein to the Training Block "Website" include any and all websites now, or hereafter, owned or operated by Training Block. These Terms & Conditions were last updated on May 12, 2020. Updated material terms are bolded and underlined.

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

1. What You Agree.
   
   You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, subcontractors, and any individuals performing work on your behalf, at the time you become a Training Block Provider, and thereafter while this Agreement remains in effect, as follows:
    
   1. Membership in the Training Block network as a Provider is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join Training Block, you represent and warrant that you are eligible.
   2. You are qualified and capable of performing the services, trade, or tasks you listed on your Provider Profile, and any subsequent amendments you make to your Provider Profile.
   3. You are, and at all times will be, properly and fully licensed (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify this).
   4. You will comply with the Training Block membership requirements as specified from time to time. If these requirements are amended, you will be advised and must comply with any changes immediately upon notification if no action is required on your part or within thirty (30) days if affirmative action is required of you.
   5. You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any felony criminal convictions. If at any time during your membership with Training Block you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should have a felony conviction entered against such party, you will promptly notify Training Block. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize Training Block to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
   6. You agree to abide by and to follow the terms of the Training Block Resolution Process, as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer by Training Block in connection with a dispute between you and a customer, or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments and for any costs, expenses or attorneys' fees incurred by Training Block in connection with the dispute. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
   7. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers or prospective SPs in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. Training Block reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the Training Block Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by Training Block of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of Training Block as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of Training Block.
   8. By posting or providing any content on the Training Block Website, including but not limited to photographs ("Content"), you represent and warrant to Training Block that you own or have all necessary rights to use the Content, and grant to Training Block the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant Training Block and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the Training Block Website, and on any other websites owned or operated by Training Block. Nothing in this Agreement shall restrict other legal rights Training Block may have to the Content, for example under other licenses. Training Block reserves the right to remove or modify Content for any reason, including Content that Training Block believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your Training Block account is terminated, or if you remove any Content from your Training Block account, Training Block and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
   9. You acknowledge and agree that all of the content and information posted on the Training Block Website, including but not limited to Service Provider profiles, screening information, and Customer Ratings & Reviews for all Training Block Service Provider members (excluding any logos or trademarked materials, or other intellectual property of Service Providers provided by Service Providers), is the sole and exclusive property of Training Block. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the Training Block Website, other than content provided directly by you. You represent and warrant that all of the information you provide to Training Block, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to Training Block for any such damages, and will indemnify Training Block in the event of any third party claims against Training Block based on or arising from your violation of the foregoing. You acknowledge and agree that Training Block has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. Training Block is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
   10. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with Training Block, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities.
   11. You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to provide any service to customers you obtain through Training Block.
   12. In the event you participate in any promotion whereby Training Block promotes an offer or discount related to your services, whether on the Training Block Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.
   13. By enrolling in the Training Block network or otherwise becoming a member of Training Block, and/or by inquiring about membership in the Training Block network or other Training Block products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable "Do Not Call" list, and even if you have previously opted-out from receiving marketing emails from Training Block, in order that we may provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to our business, including marketing related emails.
        

2. Fees.
    
   1. You agree to be bound by the then-applicable pricing plan provisions (all fees are stated and payable in US dollars) for any and all services booked by Customers through the Training Block platform.  You will pay Training Block a set percentage of 20% of fees collected for each service booked through the Training Block website, unless a discounted percentage rate is discussed and formally offered by a Training Block representative to you.
       
      1.  

2. 1. 2. Any disputes about fees collected by Training Block must be submitted to Training Block in writing within 30 days of the date such charges are incurred. You agree to waive all disputes not made within the 30 day period, and all such charges will be final and not subject to challenge.
      3. No fee is due or payable to the extent such fee is in violation of any applicable law.
          
3. Payment To The Service Provider Through Training Block
   1. When a service is booked by a Customer, the Customer makes payment for the service, held in escrow pending completion of that service on the agreed-upon date.  Once the service has been completed, you will receive your payment from the Customer directly via the Training Block platform.  For services that continue for a set length of time (ex: online coaching plan, ongoing nutrition consultation, meal plan services), the Customer makes payment for the service when the service is booked, and the Provider will immediately receive payment from the Customer directly via the Training Block platform. 
   2. By participating in the above and agreeing to the Training Block Terms, you agree that you are accepting payments from Training Block Customers via the Training Block Website and that Training Block is authorized to store your bank account or debit card information for future payments, and that Training Block may deposit all future payments into your Training Block account. You further agree that you will not seek payment from the Customer directly where you have received payment from the consumer through Training Block.
   3. You acknowledge and agree that your payments made through Training Block are transactions between you and the consumer and not with Training Block or any of its affiliates. Training Block is not a party to your payments unless expressly designated as such on the Training Block website.
   4. You agree to release Training Block, its affiliates, and their agents, contractors, officers and employees, from all claims, demands and damages (actual and consequential) arising out of or in any way connected with a dispute related to payment through Training Block. You agree that you will not involve Training Block in any litigation or other dispute arising out of or related to any transaction, agreement, or arrangement in connection with payment through Training Block. If you attempt to do so, (i) you shall pay all costs and attorneys' fees of Training Block and its affiliates and shall provide indemnification as set forth below, and (ii) the jurisdiction for any such litigation or dispute shall be limited to Florida.  However, nothing in these Terms waives any rights, claims or defenses that you may have with respect to a payment under an agreement with your method of payment issuer, the card association rules or applicable state and federal laws.
   5. Payment processing services for Service Providers are provided by Stripe and are subject to the Stripe Connected Account Agreement, located at https://stripe.com/us/connect-account/legal, which includes the Stripe Terms of Service, located at https://stripe.com/us/legal (collectively, the Stripe Services Agreement). By agreeing to these Terms herein, 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 participating in Training Block payment through Stripe, you agree to provide Training Block accurate and complete information about you and your business, and you authorize Training Block to share it and transaction information related to your use of the payment processing services provided by Stripe. You also authorize Training Block to pass on information provided by you (e.g. your birthday or the last four digits of your social security number) to Stripe so that Stripe may use it to protect the integrity of your account.
   6. While we will use commercially reasonable efforts to ensure the security of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom.
   7. If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Training Block or third parties, then Training Block may withhold any payments to you for as long as we determine any related risks to Training Block or third parties persist. For any amounts that we determine you owe us, we may (i) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (ii) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (iii) reverse any credits to your bank account; or (iv) collect payment or reimbursement from you by any other lawful means.

 

4. Indemnification; Limitation of Liability; Disclaimer of Warranties.
    
   1. Indemnification. You shall fully protect, indemnify and defend Training Block and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns ("Indemnified Parties") and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state, provincial or federal laws or regulations, property damage, attorneys' fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to (i) any of your work for or dealings with any customers, (ii) your advertising, or (iii) your services, representations, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) set forth in this Agreement, including any extra work you perform for a customer for which Training Block has not matched you, and in connection with your use of the Training Block Seal of Approval, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF TRAINING BLOCK OR THE INDEMNIFIED PARTIES AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRING LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE BY TRAINING BLOCK OR THE INDEMNIFIED PARTIES.
       
      1. Limitation of Liability. IN NO EVENT ARE WE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF TRAINING BLOCK TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO TRAINING BLOCK DURING THE PRECEEDING 12 MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM
          
      2. Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE TRAINING BLOCK SERVICES ARE PROVIDED TO YOU ON AN "AS IS" BASIS, AND TRAINING BLOCK DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW
          
5. AGREEMENT TO ARBITRATE ALL DISPUTES AND GOVERNING LAW.
    
   1. The exclusive means of resolving any dispute between you and Training Block or any claim or controversy arising out of or relating to or that have arisen based on use of this Website and/or Training Block's services (including any alleged breach of these Terms and Conditions) shall be BINDING ARBITRATION administered by the American Arbitration Association, EXCEPT AS EXPRESSLY PROVIDED BY APPLICABLE FEDERAL OR STATE LAW. You may not under any circumstances commence, participate in or maintain against Training Block any class action, class arbitration, or other representative action or proceeding.
      
      
      *NOTICE OF RIGHTS*
       
   2. By using the Website and/or Training Block's services in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Training Block. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
       
      1. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against Training Block may be commenced only in the federal or state courts located in Duval County, Florida. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
          
      2. These Terms and Conditions, and any dispute between you and Training Block, shall be governed by the laws of the state of Florida without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
          
6. Other Terms.
    
   1. This Agreement, and the Training Block Fee Schedule may be changed from time to time. By continuing to use any Training Block services you are agreeing to be bound by any such non-material changes. Material changes to this Agreement or to the Training Block Fee Schedule will be posted on the Training Block Website and periodically communicated to you by email, text, or other reasonable means. By continuing to use any Training Block services after receiving any such notice of changes from Training Block, you are agreeing to all such changes.
       
      1. You may terminate this Agreement upon our receipt of your notice during normal business hours (such termination to be effective upon the close of business on the day properly delivered and received).
          
      2. Training Block, in its sole discretion, reserves the right to suspend your rights under this Agreement or terminate this Agreement and your membership in the Training Block network immediately at any time for any reason or no reason at all.
          
      3. If it is determined or suspected by Training Block in its sole discretion that you are misusing or attempting to misuse or circumvent the Training Block services or system or any customer data, or are using or attempting to use it for any inappropriate, illegal, harmful, or anti-competitive, purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services proposed to be offered by Training Block, in addition to our right to immediately terminate this Agreement, Training Block reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
          
      4. In the event of termination of this Agreement, you shall not be entitled to any refund of any fees paid to us, including any prepayments.
          
      5. You will be liable for any attorneys' fees and costs if we have to take any legal action (including the retention of a lawyer) to enforce this Agreement. The laws of the State of Florida (excluding the laws and principles with respect to conflicts of law) govern this Agreement. You hereby consent and agree that the state or federal courts in Jacksonville, Florida are the exclusive forum for litigation of any claim by you arising under this Agreement or your use of the Training Block Website and/or Services, and you submit to sole and exclusive jurisdiction in the state of Florida, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside of such forum.
          
      6. You understand and agree that you are an independent contractor of Training Block, and are not a Training Block employee, joint venturer, partner, or agent. You acknowledge that you set or confirm your own prices, provide your own equipment, and determine your own work schedule. Training Block does not control, and has no right to control, the services you provide (including how you provide such services) if you are engaged by a consumer, except as specifically noted herein.
          
      7. If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of this Agreement.
          
      8. Training Block and its affiliates may view, store, access and disclose messages exchanged between you and consumers transmitted via Training Block's messaging platform.