MYSTRENGTHBOOK CUSTOMER AGREEMENT

This MyStrengthBook Customer Agreement (this “Agreement”) is entered into between My Strength Book Inc., a corporation governed by the laws of Alberta, Canada with a registered office at 603-706 15 Ave SW, Calgary, Alberta T2R 0R7, Canada (“MyStrengthBook”, “we”, “us” or “our”), and the business or individual that registers for, purchases, or uses a subscription to one or more of the Modules (the “Customer”, “you” or “your”).

You are a professional or business that uses the MyStrengthBook platform to deliver coaching, training, programming, or gym-management services to your own clients, members, subscribers, athletes, or staff (collectively, your “End Users”). This Agreement governs that business relationship. The separate MyStrengthBook End-User Terms of Use govern the relationship between MyStrengthBook and individual End Users.

1. DEFINITIONS

Capitalized terms have the meanings set out below or where first defined in this Agreement.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a party.

“Aggregated Data” means data and information that is derived from Customer Data or End User activity and that has been de-identified and aggregated so that it does not identify, and cannot reasonably be used to identify, Customer or any End User, as further described in Section 6.6.

“Authentication ID” means usernames, passwords, API keys, tokens, or other credentials used to access the Service.

“Customer Data” means all data, content, records, training programs, media, and other materials that Customer or its End Users submit to or generate within the Service, excluding the Platform and the Proprietary Material.

“Documentation” means the user guides, help materials, and specifications for the Service that MyStrengthBook makes generally available.

“End User” means an individual whom Customer permits to access a Module in order to receive Customer’s services, including (as applicable to the Module): a one-to-one coaching client (PULL); a purchaser or subscriber of Customer’s programs or content (PUSH); a gym member using the member training app (PERFORM); and a gym member, client, or staff member managed within the gym-management software (PRESS).

“End-User Terms” means the MyStrengthBook End-User Terms of Use, as updated from time to time, which govern each End User’s use of the Service.

“Module” means each of the MyStrengthBook product lines that Customer subscribes to, namely PULL, PUSH, PRESS, and/or PERFORM, as described in Section 2.1, together with associated mobile or white-label applications.

“Order” means an order, online checkout, subscription selection, or order form that references this Agreement and identifies the Modules, subscription tier, quantities, term, and fees.

“Personal Information” means information about an identifiable individual that is protected under applicable privacy laws, including the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable Canadian, U.S., EU/UK, or other privacy laws, as amended.

“Platform” or “Service” means the MyStrengthBook software-as-a-service platform, the Modules, the Software, the associated applications and APIs, and the Documentation.

“Privacy Policy” means MyStrengthBook’s privacy policy available at mystrengthbook.com/privacy, as updated from time to time.

“Proprietary Material” means the Platform and all software, source and object code, methodologies, models, algorithms, content, metadata, design, organization, compilation, look and feel, templates, and other intellectual property made available through the Service, excluding Customer Data.

“Software” means the application software, in object code form, used to operate the Service.

“Subscription Term” means the period for which Customer has subscribed to a Module under an Order.

2. THE SERVICE AND THE MODULES

2.1 MODULES

Subject to this Agreement and the applicable Order, MyStrengthBook makes the following Modules available. Features vary by subscription tier and may change as described in Section 2.3.

• PULL: Software for managing one-to-one coaching relationships, including client management, programming, check-ins, and progress tracking.
• PUSH: Software for creating, selling, and delivering training programs, content, and subscriptions to Customer’s audience at scale, including, where enabled, the facilitation of payments from End Users to Customer as described in Section 5.7.
• PRESS: Gym-management software, including member, scheduling, billing, and operations functionality, and (where enabled) access-control functionality.
• PERFORM: A gym-member training application, which may be offered as a MyStrengthBook-branded or Customer-branded (white-label) application that Customer makes available to its members.

2.2 Provision and access. MyStrengthBook will make the subscribed Modules available in accordance with this Agreement, the Documentation, and the applicable Order, and will use commercially reasonable efforts to provide the Service in a professional and workmanlike manner.

2.3 Changes to the Service. MyStrengthBook may modify, enhance, or discontinue features of the Service from time to time. MyStrengthBook will not materially decrease the core functionality of a subscribed Module during a paid Subscription Term without providing reasonable notice. Changes required for legal, security, or technical reasons may be made at any time.

2.4 Maintenance and availability. MyStrengthBook makes every reasonable effort to keep the Service available 24 hours a day, 7 days a week for critical issues. Standard customer support is available from 6:00 a.m. to 11:00 p.m. Atlantic Time (Halifax) — that is, 10:00 to 03:00 UTC (the following day) during Atlantic Standard Time, and 09:00 to 02:00 UTC during Atlantic Daylight Time. The Service may be temporarily unavailable for maintenance, updates, or events beyond MyStrengthBook’s reasonable control.

2.5 Beta and preview features. MyStrengthBook may make beta, preview, or evaluation features available. These are provided “as is”, may be changed or withdrawn at any time, and are excluded from any service commitments and warranties.

3. GRANT OF RIGHTS

3.1 Grant to Customer. Subject to Customer’s compliance with this Agreement and payment of applicable fees, MyStrengthBook grants Customer a non-exclusive, non-transferable (except as permitted in Section 14.5), revocable right during the Subscription Term to access and use the subscribed Modules, and the Documentation, for Customer’s internal business purpose of delivering its services to its End Users.

3.2 Making the Service available to End Users. Notwithstanding any general restriction on sublicensing, Customer is expressly permitted to make the applicable Modules available to its End Users solely so that those End Users can receive Customer’s coaching, training, programming, membership, or gym services. Customer remains responsible for its End Users’ use of the Service as set out in Section 4. Customer must ensure that each End User accepts and is bound by the End-User Terms before or upon first accessing the Service. This Section 3.2 does not permit Customer to resell, redistribute, or provide the Service to any person other than as part of delivering Customer’s own services.

3.3 Branding and white-label. Where a Module supports Customer branding (for example, a white-label PERFORM application), Customer grants MyStrengthBook a limited license to use Customer’s names, logos, and marks solely to configure and operate the branded experience. Customer is responsible for ensuring it holds all rights necessary to use such branding and for compliance with any third-party application-store requirements applicable to a branded application.

3.4 RESTRICTIONS

Customer shall not, and shall not permit any End User or third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Software, except to the extent this restriction is prohibited by applicable law.
• Rent, lease, loan, sell, sublicense, time-share, or provide the Service to any third party except as expressly permitted in Section 3.2.
• Use the Service to process data of, or provide services to, any person other than Customer’s own End Users.
• Access or use the Service to build a competing product or service, or to benchmark for a competitor.
• Circumvent or disable any security or usage limits, or introduce malicious code.
• Use the Service in violation of applicable law or third-party rights.

3.5 Reservation of rights. All rights not expressly granted are reserved by MyStrengthBook. No rights are granted by implication or estoppel.

4. CUSTOMER OBLIGATIONS AND RESPONSIBILITY FOR END USERS

(a) Account security. Customer is responsible for maintaining the confidentiality and security of its Authentication IDs and for all activity occurring under its account. Customer shall promptly report any suspected unauthorized use to MyStrengthBook.

(b) Responsibility for End Users. Customer is responsible for its End Users’ access to and use of the Service as if it were Customer’s own use, including ensuring End Users comply with the End-User Terms and applicable law, and for all Customer Data submitted by its End Users.

(c) Customer’s services and advice. The Service is a tool. MyStrengthBook does not provide coaching, training, medical, nutritional, or other professional advice. Customer is solely responsible for the services, programs, advice, and content it provides to its End Users, and for any claims arising from them.

(d) Lawful use and consents. Customer shall use the Service in compliance with all applicable laws, and shall obtain and maintain all consents, notices, and lawful bases required for MyStrengthBook to process End User Personal Information on Customer’s behalf, as set out in Section 6.

(e) Accuracy. Customer is responsible for the accuracy, quality, and legality of Customer Data and the means by which it was acquired.

(f) Minors. Where Customer permits an individual who is under the age of majority in their jurisdiction to use the Service as an End User, Customer is responsible for obtaining and retaining verifiable parental or legal-guardian consent, for any required supervision, and for compliance with all laws relating to minors. As between the parties, Customer accepts responsibility for such End Users’ use of the Service, including participation in training activities under Customer’s direction.

5. FEES AND PAYMENT

(a) Fees. Customer shall pay the fees set out in the applicable Order. Except as expressly stated, fees are non-cancellable and amounts paid are non-refundable, subject to applicable law and Section 12.

(b) Billing and authorization. Customer authorizes MyStrengthBook (or its payment processor) to charge Customer’s designated payment method for all fees on each billing date. Subscriptions renew automatically for successive periods equal to the prior Subscription Term unless cancelled before the end of the then-current term in accordance with Section 12.

(c) Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, GST/HST, VAT, and similar taxes, other than taxes on MyStrengthBook’s net income.

(d) Price changes. MyStrengthBook may change fees effective as of the next renewal by giving Customer at least 30 days’ prior notice.

(e) Late or non-payment. Overdue amounts may bear interest at 1.5% per month (or the maximum permitted by law). MyStrengthBook may suspend the Service for non-payment in accordance with Section 12.3 after reasonable notice.

5.7 End User payments (PUSH and other paid offerings). Where a Module enables Customer to sell programs, content, or subscriptions to End Users (including through PUSH), the following apply: (i) Customer sets its own prices and is the merchant of record for those sales unless otherwise agreed; (ii) payments are processed through MyStrengthBook’s designated payment processor, and Customer must comply with that processor’s terms; (iii) MyStrengthBook may deduct platform fees, processing fees, refunds, and chargebacks as described in the applicable Order before remitting amounts to Customer; and (iv) Customer is responsible for its own taxes and for honouring its refund and consumer-law obligations to its End Users. MyStrengthBook is not a party to the contract between Customer and its End Users for Customer’s services.

6. DATA PROTECTION AND PRIVACY

(a) Roles. As between the parties, Customer determines the purposes and means of processing End User Personal Information and is the controller (or equivalent), and MyStrengthBook processes End User Personal Information on Customer’s behalf as a processor / service provider, except where MyStrengthBook acts as a controller for its own limited purposes (such as billing, security, and Aggregated Data as permitted below).

(b) Processing scope. MyStrengthBook will process Customer Data containing Personal Information only to provide and support the Service, in accordance with Customer’s documented instructions (including this Agreement), and as required by law.

(c) Security. MyStrengthBook will implement and maintain administrative, technical, and physical safeguards designed to protect Customer Data that are commercially reasonable and appropriate to the nature of the data. No method of transmission or storage is fully secure, and MyStrengthBook does not guarantee that the Service cannot be compromised.

(d) Breach notification. MyStrengthBook will notify Customer without undue delay after becoming aware of a confirmed security breach affecting Customer Data, and will provide information reasonably available to assist Customer in meeting its own notification obligations. This replaces any prior disclaimer purporting to relieve MyStrengthBook of breach-notification responsibility.

(e) Sub-processors. Customer authorizes MyStrengthBook to engage Affiliates and third-party sub-processors (including hosting and payment providers) to support the Service. MyStrengthBook remains responsible for their compliance and will impose data-protection obligations on them that are not materially less protective than those in this Section 6.

(f) Customer responsibilities. Customer is responsible for providing privacy notices to, and obtaining any consents from, its End Users required for the processing contemplated by this Agreement, including any cross-border transfer and any use of Aggregated Data described below.

(g) International transfers. The Service may store and process data in Canada, the United States, or other jurisdictions. MyStrengthBook will use appropriate safeguards for cross-border transfers where required by applicable law.

(h) Return and deletion. Customer may export or download Customer Data through the Service’s user interface at any time during the Subscription Term. Customer Data will remain available for export through the Service for 30 days following expiry or termination, after which MyStrengthBook may delete Customer Data in the ordinary course, subject to legal retention requirements. MyStrengthBook is not obligated to provide Customer Data in any other form or by any other means.

6.6 Aggregated and de-identified data. MyStrengthBook does not share Customer Data with third parties for their own purposes, and does not sell Customer Data. MyStrengthBook discloses Customer Data only as needed to provide the Service (for example, to hosting and payment providers acting on MyStrengthBook’s behalf) or as required by law. MyStrengthBook may create de-identified, aggregated data from activity on the Service and use it internally to operate, secure, analyze, and improve the Service and to highlight general business or training statistics. MyStrengthBook will not (i) use such data in a manner that identifies Customer or any End User, (ii) attempt to re-identify individuals, (iii) disclose identifiable End User Personal Information, or (iv) use it for formal external publications.

7. INTELLECTUAL PROPERTY

(a) MyStrengthBook IP. MyStrengthBook and its licensors own all right, title, and interest in the Platform and Proprietary Material, including all intellectual property rights therein. Customer receives only the limited rights expressly granted in this Agreement.

(b) Customer Data. Customer (and, as between Customer and its End Users, the relevant End Users) own Customer Data. Customer grants MyStrengthBook a non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data as necessary to provide and support the Service and as otherwise permitted by this Agreement.

(c) Feedback. If Customer provides suggestions or feedback, MyStrengthBook may use it without restriction or obligation.

(d) Marketing reference. MyStrengthBook may identify Customer as a customer and use Customer’s name and logo in customer lists and marketing materials, subject to Customer’s reasonable branding guidelines and Customer’s right to opt out by written notice.

8. CONFIDENTIALITY

Each party may receive confidential information of the other. The receiving party shall use confidential information only to perform under this Agreement, protect it with at least reasonable care, and not disclose it except to representatives with a need to know who are bound by confidentiality obligations. Confidential information does not include information that is or becomes public without breach, was independently developed, or was rightfully received from a third party. Either party may disclose confidential information if required by law, with reasonable prior notice where permitted.

9. WARRANTIES AND DISCLAIMERS

(a) Mutual. Each party warrants that it has the authority to enter into this Agreement.

(b) Service. MyStrengthBook warrants that the Service will perform materially in accordance with the Documentation during the Subscription Term. Customer’s exclusive remedy for breach of this warranty is for MyStrengthBook to use commercially reasonable efforts to correct the non-conformity or, failing that, to terminate the affected Module and refund pre-paid, unused fees for that Module.

(d) No professional advice. The Service and its content are for informational purposes and are not medical, health, nutritional, or other professional advice. MyStrengthBook is not a medical organization. Strength, fitness, and physical training activities carry inherent risks, including risk of serious injury. Customer is responsible for the advice and services it provides to End Users.

10. INDEMNIFICATION

(a) By Customer. Customer will defend, indemnify, and hold harmless MyStrengthBook and its Affiliates from third-party claims, and resulting losses, arising out of (i) Customer Data, (ii) Customer’s services, programs, or advice to End Users, (iii) Customer’s or its End Users’ use of the Service in breach of this Agreement or applicable law, or (iv) Customer’s failure to obtain required consents or notices under Section 6.

(b) By MyStrengthBook. MyStrengthBook will defend Customer against third-party claims alleging that the Service, as provided by MyStrengthBook and used in accordance with this Agreement, infringes a third party’s intellectual property rights, and will indemnify Customer for resulting losses finally awarded. MyStrengthBook may, at its option, modify the Service, obtain rights, or terminate the affected Module and refund pre-paid unused fees. This Section does not apply to claims arising from Customer Data, Customer branding, or combinations with non-MyStrengthBook items.

(c) Procedure. The indemnified party shall give prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation. No settlement imposing liability on the indemnified party may be made without its consent.

11. LIMITATION OF LIABILITY

(c) Exceptions. The limitations in this Section do not apply to Customer’s payment obligations, a party’s indemnification obligations, breach of confidentiality, or liability that cannot be limited under applicable law.

12. TERM, TERMINATION, AND SUSPENSION

(a) Term. This Agreement begins on the effective date of the first Order and continues until all Subscription Terms have expired or the Agreement is terminated.

(b) Termination for cause. Either party may terminate this Agreement or an affected Order if the other party materially breaches and fails to cure within 30 days of written notice, or immediately if the other party becomes insolvent.

(c) Termination for convenience. Either party may decline to renew by giving notice before the end of the then-current Subscription Term.

(d) Suspension. MyStrengthBook may suspend access where Customer’s use poses a security risk, may harm others, violates law, or for non-payment, using reasonable notice where practicable, and will restore access promptly once the cause is resolved.

(e) Effect of termination. On termination, Customer’s and its End Users’ right to access the Service ends. Customer Data export and deletion are handled under Section 6(h). Fees owing remain payable.

(f) Survival. Sections relating to fees accrued, confidentiality, intellectual property, disclaimers, indemnification, limitation of liability, and general provisions survive termination.

13. CHANGES TO THIS AGREEMENT

MyStrengthBook may update this Agreement from time to time. For material changes, MyStrengthBook will provide reasonable prior notice (for example, by email or in-product notice). Changes take effect at the start of the next renewal term, or as otherwise required for legal, security, or technical reasons. Continued use of the Service after the effective date constitutes acceptance.

14. GENERAL

(a) Governing law and venue. This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in Alberta, Canada, subject to Section 14(b).

(b) Dispute resolution. The parties will first attempt to resolve any dispute through good-faith discussions. If a dispute is not resolved within a reasonable time, either party may pursue the matter in the courts identified in Section 14(a).

(c) Force majeure. Neither party is liable for delay or failure to perform (other than payment) due to causes beyond its reasonable control.

(d) Assignment. Customer may not assign this Agreement without MyStrengthBook’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets. MyStrengthBook may assign to an Affiliate or successor.

(e) Entire agreement; precedence. This Agreement, the Orders, and the documents incorporated by reference are the entire agreement and supersede prior agreements on the subject. In case of conflict, an Order prevails over the body of this Agreement, which prevails over policies incorporated by reference.

(f) Independent contractors. The parties are independent contractors; nothing creates a partnership, agency, or joint venture.

(g) Severability and waiver. If any provision is unenforceable, the remainder remains in effect. No waiver is effective unless in writing.

(h) Notices. Notices to MyStrengthBook must be sent to info@mystrengthbook.com, with a copy to the registered address in Section 15. MyStrengthBook may provide notices to Customer by email or in-product notice.

(i) Export and sanctions. Customer will comply with applicable export, sanctions, and trade-control laws.

(j) App-store and third-party terms. Where a Module is distributed through a third-party application store (for example, for PERFORM), Customer and its End Users must also comply with the applicable store terms, and Customer is responsible for any store requirements applicable to a branded application.