Coach Terms of Service

These Coach Terms of Service ("Coach Terms") govern your participation as a coach or content provider ("Coach," "you," or "your") on the AgoraFitness platform ("Agora," "we," "us," or "our"), a product operated by Fitote LLC.

By registering as a Coach or uploading content to Agora, you agree to be bound by these Coach Terms.

If you do not agree, do not use the Coach features of the platform.

These Coach Terms are separate from Agora's User Terms of Service and incorporate our Privacy Policy by reference.

By participating as a Coach, you represent and warrant that:

• You are at least 18 years old
• You have the legal right to enter into this agreement
• You own or control all rights to the content you upload
• Your content does not infringe on third-party rights
• You are solely responsible for the accuracy and safety of your methodologies

Agora does not verify, certify, or endorse Coach credentials.

You acknowledge and agree that:

• You are not an employee, partner, agent, or joint venturer of Agora
• Nothing in these Coach Terms creates an employment or fiduciary relationship
• You have no authority to bind Agora in any manner

You are solely responsible for taxes, insurance, licenses, and legal compliance related to your business.

By uploading or providing Coach Content, you grant Agora a non-exclusive, worldwide, royalty-free, sublicensable license to:

• Host, store, and display your Coach Content
• Deliver your Coach Content to users via the platform
• Modify, adapt, and transform your Coach Content for platform compatibility
• Use your Coach Content to train, fine-tune, and operate AI systems
• Generate AI-assisted outputs derived from your methodologies
• Use anonymized or aggregated insights derived from Coach Content to improve the platform

This license continues for as long as your content remains on the platform. You acknowledge that, following removal or termination, the license survives only to the extent necessary to (i) support existing user access during a reasonable transition period, (ii) operate AI systems already trained on your Coach Content, and (iii) retain anonymized or aggregated insights, which cannot be practically separated or reversed.

You acknowledge and agree that:

• Your Coach Content may be processed by artificial intelligence systems
• AI-generated outputs may adapt or summarize your methodologies
• AI responses may not perfectly replicate your original intent
• Agora does not guarantee AI accuracy or fidelity to your exact wording

You expressly consent to the use of your Coach Content for AI training and delivery.

You acknowledge that:

• Coaches do not communicate directly with users on Agora
• All user-facing guidance is delivered via AI systems
• Coaches do not receive individual user data or chat content
• You are not responsible for individual user decisions or outcomes
• You may not attempt to contact Agora users outside the platform

If applicable, Agora may compensate Coaches through a revenue-sharing model, as agreed separately.

Unless otherwise specified:

• Agora does not guarantee income or minimum earnings
• Payments are subject to platform fees, payment processor fees, and applicable taxes
• Payouts are contingent on you providing valid tax and payment information required to process payment
• You are responsible for all taxes on amounts paid to you, and fees are exclusive of taxes
• Agora may withhold or delay payments to investigate fraud or policy violations

Detailed payout terms may be provided in a separate agreement or dashboard.

You grant Agora a limited, non-exclusive license to use your:

• Name
• Brand name
• Logo
• Likeness
• Biography

Solely for:

• Platform display
• Marketing Agora and your AI-based coaching offering

You may request removal upon termination, subject to reasonable transition periods.

Each party may receive confidential information from the other, such as proprietary methodologies, business plans, payout terms, or non-public platform information.

Each party agrees to protect the other's confidential information with reasonable care and to use it only for purposes of this agreement. This obligation does not apply to information that is publicly available, already known, independently developed, or required to be disclosed by law.

For clarity, Agora may use anonymized and aggregated data for its business purposes as described in these Coach Terms.

You agree not to:

• Upload misleading or harmful content
• Violate intellectual property rights
• Make medical claims or guarantees
• Represent yourself as endorsed by Agora
• Circumvent platform safeguards
• Reverse engineer, decompile, or attempt to discover the source code or underlying models of the Services
• Scrape or use automated means to extract data or content from the platform
• Use your platform access, Coach Content of others, or any Output to develop or train a competing product or AI model

Violations may result in immediate termination and forfeiture of unpaid earnings.

The platform relies on third-party services, such as hosting, video, and payment providers. Agora is not responsible for the availability or operation of these third-party services, and your use of them is governed by their own terms.

Either party may terminate this relationship. For a breach that can be cured, Agora will provide notice and a reasonable opportunity to cure before terminating, except where the breach involves fraud, legal risk, or user safety, in which case Agora may act immediately.

You may request removal of your Coach Content upon termination; however:

• Existing users may retain access for a reasonable transition period
• AI systems trained on your content may retain learned parameters that cannot be practically separated
• Agora is not required to delete aggregated or anonymized insights

Upon termination, you must stop using the Coach features of the platform. Accrued payment obligations and the surviving provisions below continue after termination.

The platform is provided to Coaches on an "AS-IS" and "AS-AVAILABLE" basis, without warranties of any kind.

To the fullest extent permitted by law, Agora disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Agora does not warrant uninterrupted or error-free operation, and does not guarantee any level of earnings, traffic, or user engagement.

You agree to indemnify and hold harmless Agora, its officers, directors, employees, and partners from any claims, damages, losses, or expenses arising from:

• Your Coach Content
• Your methodologies or recommendations
• Alleged injuries or damages resulting from use of your content
• Violations of law or third-party rights

To the maximum extent permitted by law:

• Agora shall not be liable for indirect, incidental, or consequential damages
• Agora's total liability shall not exceed amounts paid to you in the preceding 12 months

PLEASE READ THIS SECTION CAREFULLY.

Before starting arbitration, you and Agora agree to try to resolve any dispute informally by contacting [email protected] and working in good faith for 60 days.

Any dispute arising from these Coach Terms that is not resolved informally shall be resolved by binding arbitration, except for claims eligible for small claims court.

Arbitration shall be conducted on an individual basis only.

Class or representative actions are not permitted.

Arbitration will be administered by the American Arbitration Association (AAA).

You waive the right to a jury trial.

This section survives termination of these Coach Terms.

• Survival: The license grant, confidentiality, intellectual property, indemnification, disclaimers, limitation of liability, accrued payment obligations, and dispute resolution provisions survive termination.
• Assignment: You may not assign these Coach Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Entire Agreement: These Coach Terms, together with any separate payout agreement and the Privacy Policy, are the entire agreement between you and Agora regarding your participation as a Coach.
• No Waiver: Our failure to enforce any provision is not a waiver of our right to do so later.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force and effect.