Free registration | SH1FT (2023)

Thank you for choosing the SH1FT trainer training program. By purchasing, registering for or participating in the SH1FT Trainer Training Program from SH1FT Ltd (collectively, "SH1FT", "we", "our" or "us"), you agree to these SH1FT Trainer Training Terms (the "Transaction").

THIS IS A LEGALLY BINDING AGREEMENT THAT MUST BE OBSERVED. This Agreement includes the documents listed in Section 27 of the Full Agreement below. We reserve the right to change this Agreement at any time without notice, and the updated version of this Agreement will remain in full force and effect. If you do not agree to the terms of this agreement, please do not purchase, register or participate in the SH1FT trainer training program.

TRAINING OF DISCUSSION TRAINERS

1. SH1FT trainer training overview.

1.1 Pursuant to this Agreement, by purchasing and enrolling in the SH1FT Trainer Training Program, you will be eligible to participate in the SH1FT Trainer Training Course ("Coaching course"o"Course”), where you will get access to a library of digital resources and other comprehensive training materials. The Train the Trainer course will give you in-depth information on our SH1FT program and SH1FT® will test your knowledge throughout the course. Subject to these terms and conditions, successful completion of all requirements for the 1-day course makes you a "SH1FT Graduate", which gives you the opportunity to progress to SQUAD and become a SH1FT Trainer. By joining the optional SQUAD subscription, you will gain rights and access to advertising materials to advertise yourself as a SH1FT trainer (subject to the limitations below). Once you become a SH1FT Trainer, you can advertise and promote yourself as a SH1FT Trainer and run your own live SH1FT classes anywhere.

2. Become a SH1FT Trainer.

2.1 To become a SH1FT Trainer, you must:

Down. Be at least 18 years of age and have a Level 2 Physical Fitness Certificate (or equivalent)

B. Purchase and register for the SH1FT Trainer Training Program and select the SH1FT Trainer Training Course you wish to attend.

C. Attend and successfully complete a training course for SH1FT Trainers.

D. Register SH1FT SQUAD

3. Purchase a trainer training program and select a trainer training course.

3.1 Purchase of the Trainer Training Program. Intendwww.sh1ftfitness.comand select the available trainer training you want to attend. Please complete all required information accurately and purchase the SH1FT Trainer Training Program.

3.2 Workbook and training materials. We will provide you with access to digital training materials for SH1FT trainers and access to SH1FT 101, the basic training in SH1FT format, which you may only use in person pursuant to this Agreement.

3.3 Optional Monthly SQUAD Subscription. SH1FT will offer SH1FT alumni the option to sign up for an optional SQUAD subscription for a monthly fee. This SQUAD grants you all rights to teach SH1FT classes anywhere, unlimited access to the SH1FT App, access to additional exclusive content, benefits, marketing material and advertising material (defined below).

3.4 Planning the trainer training. When you purchase a Trainer Training Program, you must schedule a SH1FT Trainer Training Course. Trainer courses are available on a first-come, first-served basis.

Down. Non-transferable. Your Instructor Training Course registration is non-transferable. No other person can take your place in the Course.

B. Changing the date of the trainer training. You can reschedule trainer training, although rescheduling may incur additional charges as follows:

C. You may reschedule at no charge if you do so at least fourteen (14) days before the scheduled course date.

D. Rescheduling less than fourteen (14) days before the scheduled course will result in a £20.00 fee.

My. If you miss your scheduled course and wish to reschedule, you will be charged a rescheduling fee of £50.00.

3.5 SH1FT will use commercially reasonable efforts to conduct each course as scheduled. SH1FT may reschedule, reschedule, or cancel a coaching training at its sole discretion due to low enrollment, bad weather, or other unforeseen circumstances. If we are required to change the Rate under this section, we will notify you of the change and assist you in rescheduling it, but we will not be liable for any loss or expense incurred as a result of such change, including but not limited to, non-refundable travel, accommodation or other arrangements that cause you to incur financial expenses. There will be no rescheduling fee when changing the course.

4. SH1FT Coach Training Course.

4.1 The SH1FT Trainer Training Course is a mandatory live SH1FT hands-on training course taught by one or more SH1FT Head Trainers. You can only participate in a scheduled trainer training. Upon arrival at your scheduled course, you must present an ID document. You must report to the Course on time and attend the Course in its entirety to earn points for your attendance.

4.2 During the Train the Trainer course, you will study in detail the material presented in the Train the Trainer materials and apply what you have learned about SH1FT in practical demonstrations. Thoroughly reviewing and understanding the Handbook and other training materials provided will help you succeed as a SH1FT Trainer. Additional training materials may be provided as part of the Course.

4.3 The SH1FT Course will assess your participation, knowledge and ability to become a SH1FT Trainer. You will be required to attend and actively participate in all sessions throughout the course, which may include role-playing, hands-on exercises, and feedback sessions, and you will receive on-site feedback to help you safely and effectively conduct your SH1FT classes. . The course will include an on-site assessment. If SH1FT determines, in its sole discretion, that you have successfully completed the course and are eligible to become a SH1FT Trainer, you will be considered a "SH1FT Trainer". If you fail to successfully complete the Course as determined by SH1FT in its sole and exclusive discretion:

Down. be required to repeat the course as recommended by SH1FT; or

B. you will be given "on hold" status, which will remain in effect until you have successfully met all requirements as determined by SH1FT in your sole discretion, at which point you will be given trainer status.

4.4 Resumption of the Trainers' Course. If you do not attend the Course in its entirety or SH1FT determines, in its sole discretion, that you do not have the necessary competencies to teach SH1FT live, you will not be granted SH1FT Alumni status. You can retake the new SH1FT trainer training course at full price to try becoming a SH1FT trainer.

4.5 Prerequisites. You can only take part in the SH1FT trainer training if you have a fitness rating of 2 or equivalent. You will be required to provide proof of these qualifications during the online registration process. We make no commitment to verify your qualifications before taking the Train the Trainer course. We reserve the right to revoke SH1FT Assistant, SH1FT Graduate or SH1FT Trainer status at any time if the SH1FT prerequisite is not met satisfactorily.

5. Cancellation of the SH1FT Trainers Course

5.1 You may cancel your registration for the SH1FT Trainer course at any time, subject to the following fees, which will be deducted from your refund:

Down. If you cancel at least fourteen (14) days before your scheduled Train the Trainer course, there is no cancellation fee.

B. If you cancel less than fourteen (14) days before the scheduled date of your coaching course, a cancellation fee of £20.00 will be charged. (iii) If you do not attend a course and then cancel your registration for the Trainer Training Scheme, a cancellation fee of £50.00 will be charged.

C. No refunds will be made after any part of the trainer training has been completed.

INTELLECTUAL PROPERTY, LICENSES AND RESTRICTIONS

6. Ownership of intellectual property; Recognition.

6.1 You acknowledge and agree that SH1FT is and will always be the sole owner of (a) all trademarks, trade names, trade dress, logos, other marks of origin, designs, inventions, patents, original works of art and other copyright - protected materials, trade secrets, methods and processes, concepts, ideas, know-how and other intellectual property or proprietary information that SH1FT owns and/or uses in connection with its products, services and/or operations, including the SH1FT Training Program for Trainers and any Marketing Materials (as defined below) that may be provided to you or to which you have access (collectively, Marketing Materials, "SH1FT Intellectual Property"); and (b) all downloads, products, advertisements, promotional or marketing materials, still and moving images and other recorded materials (including digital and otherwise), text, prints, packaging and any other material owned by SH1FT and/or used in connection with its products, services and/or operations, including the SH1FT Trainer Training Program (collectively, SH1FT Intellectual Property, "SH1FT Materials"). You acknowledge and agree that SH1FT is, always has been and will be the sole and exclusive owner of all rights to the SH1FT Materials, including any goodwill arising from any use of the SH1FT Materials. You agree not to do anything inconsistent with the sole and exclusive property of SH1FT. Nothing in this Agreement shall be construed as transferring or assigning any rights to you. Any use of the SH1FT Materials by you will only be for the benefit of SH1FT. You agree that you will not make any modifications to the SH1FT Materials or use, exploit or display any SH1FT Materials, except as expressly permitted in this Agreement.

7. Limited License; Advertising allowed.

7.1 If you successfully complete SH1FT and have a SQUAD subscription ("SQUAD Member"). See below for more information.

7.2 Allowed Advertisements for SH1FT Coaches (non-SQUAD members). If you are not a SQUAD member but have successfully completed the SH1FT Trainer Training Program, you are a SH1FT graduate and cannot teach SH1FT classes until you become a SQUAD member.

7.3 Allowed advertisements for SH1FT trainers (SQUAD members). If you are a SQUAD member, have successfully completed a SH1FT trainer training course and continue to comply with the terms of this Agreement and any applicable laws, rules or regulations, SH1FT grants you a personal, non-transferable, revocable, limited right, non-exclusive and non-sublicensable license to use certain advertising materials provided to you by SH1FT directly or through the website login portal https://uk.SH1FTlive.com/SH1FT/, which may include SH1FT's trademarks and logos ("Marks"), (including the Marks, "Commercials") . Your limited license in this section is effective on the date you become a SQUAD member and ends when you cease to be a SQUAD member. Except as expressly permitted in this section, you may not use any advertising materials, SH1FT intellectual property, or SH1FT materials (including but not limited to advertising or promoting yourself as a SH1FT coach or your SH1FT classes or classes) in any other way without express written permission. consent SH1FT. You must use the Advertising Materials only in the form and manner provided, in accordance with this Agreement and our trademark use guidelines, and solely to advertise and promote yourself as a SH1FT trainer and your SH1FT classes or activities. In addition, you must obtain all necessary consents from third parties for the use of any Advertising Materials. For example, to hang a banner on a gym wall, permission must first be obtained from the gym, or to distribute business cards on private property, permission must first be obtained from the property owner. Violation of this section is subject to disciplinary action, which may include suspension of your license and, at SH1FT's discretion, termination of this Agreement and your license rights. In addition, your use of the Marketing Materials is limited and you must abide by the following rules:

Down. Printed materials and e-mail.

Promotional materials. You may use the Marks in brochures, posters, emails, and printed promotional materials for the sole purpose of promoting yourself as a SH1FT Trainer, your SH1FT classes or classes, and SH1FT products or services. Except as expressly permitted herein, no other promotional materials may be used. When using the Marks in emails, you must comply with all applicable email advertising and marketing laws.

Describing your SH1FT class. You may not use the Marks in conjunction with any other trademarks, service marks or other terms unless SH1FT agrees in writing. For example, you cannot refer to a class with SH1FT-Abs or Beginner SH1FT. However, you can use Characters followed by descriptive words, such as SH1FT (introduction). Such words must be descriptive and cannot identify another brand such as SH1FT + Zumba or SH1FT Spinning.

No newsletters or publications. You may not use any of the Marks, in whole or in part, as the title of a newsletter or other printed or online publication.

B. Website; Social media.

Subject to the restrictions below, you may use the Marks on your personal websites (including social media) that you use to promote yourself as a SH1FT Trainer or your classes or SH1FT activities, subject to the following guidelines:

Trademark Notice. Any use of the Marks on the Sites must include the registered trademark symbol and, where applicable, the trademark notice in the following format: "SH1FT is a trademark of SH1FT Ltd, used under license." You may not use the Marks in conjunction with any other trademarks, service marks, or other terms unless expressly authorized by SH1FT in writing.

Music. You must obtain all necessary third party rights and licenses to use any music on your site. Any music received from SH1FT may only be played in your SH1FT class if the appropriate music licenses have been obtained by the facility where you train; Any other use is strictly prohibited. More information is below.

Failure. You may not post any offensive or distasteful content on your respective website, or content that SH1FT deems, in its sole discretion, to dilute, disparage or be detrimental to the SH1FT or SH1FT marks or brand. SH1FT reserves the right to request removal of such content from its website at our sole discretion.

Property. You must clearly state that you own the site (i.e. Suzy Coach or Fitness Gym, not SH1FT, Ltd).

C. Internet Videos.

You may create online promotional videos up to 5 minutes long that show you demonstrating SH1FT fitness classes or training routines for the sole purpose of promoting yourself as a SH1FT trainer and your SH1FT classes and activities, subject to the following terms:

Releases. You may not include any person in your video unless you have obtained the appropriate written consent and authorization from such person(s).

Qualification. If you're using a title for your video, it should be "SH1FT class with [your name]".

Live online manual. You may conduct live online instruction of your SH1FT fitness classes, subject to express written consent from SH1FT, which may be retained by SH1FT in its sole discretion, and which clearly indicates that you are an independent trainer and not an official representative of SH1FT.

Music. You must obtain all necessary third party rights and licenses to use any music on your site. Any music received from SH1FT may only be played in your SH1FT class if the appropriate music licenses have been obtained by the facility where you train; Any other use is strictly prohibited. More information is below.

Failure. You may not include any offensive or distasteful content in your videos that SH1FT deems, in its sole discretion, to dilute, disparage, or be harmful to the SH1FT or SH1FT marks or brand. SH1FT reserves the right to remove or request removal of such videos from any public forum, including the Internet, at SH1FT's sole discretion.

D. Radio and Television.

You may not use the Marks in television or radio advertisements without SH1FT's prior written consent (which SH1FT may withhold in its sole discretion).

My. News Relationships.

You may promote yourself as a SH1FT coach or your SH1FT classes and activities in live news or print media such as newspapers and magazines by any news organization or print publisher, as long as (1) you must inform such organization or publisher of SH1FT's guidelines for use of trademarks, and (2) with regard to live coverage, such coverage may not include more than ten (10) minutes of SH1FT fitness classes without the prior written consent of SH1FT. You must notify SH1FT of any such news or promotions and, if possible, provide SH1FT with a copy of the article or footage for such news, as applicable.

F. Music.

You may receive music from SH1FT that SH1FT has licensed from relevant third parties. This license only allows you to play music during your SH1FT classes, provided that the place where you train has obtained the appropriate music licenses. For more information, please visit the appropriate music licensing authority in your local jurisdiction. Any other use is strictly prohibited. You acknowledge and agree that you, and not SH1FT, will be responsible for any misuse of any music, including music received from SH1FT.

7.4 General Restrictions on Advertising and Other Prohibited Advertising Activities:

Down. No altered markings or stylized writing. You may not alter the shape or appearance of any Marks or Promotional Materials wherever or however you use them, including but not limited to size, color and font.

B. No Misuse of Advertising Materials. You agree not to copy, reproduce, duplicate, create derivative works from, distribute, sell or otherwise disclose any Advertising Materials, SH1FT Intellectual Property or SH1FT Materials that you have obtained by enrolling in the Coach Program (such as the Workbook and any materials provided during trainer training program) or become a SH1FT trainer or SQUAD member. You further agree not to copy, reproduce, reproduce, or create derivative works of SH1FT Training DVDs (including their content), CDs, music, any products, nutritional or other guides, SH1FT Internet Content, or other SH1FT materials.

C. Out of stock. Unless otherwise stated herein, you may not manufacture, create or distribute any merchandise (such as clothing, bags, hats, etc.) or other promotional items bearing any of the Marks or anything similar or related to the Marks.

D. Do not use the marks for any purpose other than to promote SH1FT fitness classes. Except as expressly permitted in this Agreement, you may not use the Marks to promote any Course, training, instruction, choreography session, or other activity (i.e., exhibiting at a convention or tradeshow). In addition, except as expressly permitted in this Agreement, you may not use any Marks to identify a gym, training facility, or other type of facility, program, or product without SH1FT's express prior written consent. The characters may not be used to identify a company or company.

My. No videos/recordings. Except as expressly permitted in this Agreement, you may not film, record, create, broadcast or make recordings, including SH1FT videos or DVDs, or perform or imitate SH1FT choreography or music. The SH1FT and SH1FT Fitness videos and DVDs are fully copyrighted and any unauthorized reproduction, display, distribution or other use without the prior written consent of SH1FT is strictly prohibited. Infringers will be prosecuted to the fullest extent of the law and may result in the termination of this Agreement and the licenses hereunder.

F. No registration, domains, SEO, SEM, ID, social media names. You agree not:

gram. solicit, register or attempt to register in any way SH1FT, SH1FT, any SH1FT intellectual property, any SH1FT materials or anything that includes or is similar to them for any purpose, including but not limited to trademarks, trade names, trademarks, service marks , trademarks, logos, copyrights, domain names or other identifiers of the source or form of Internet intellectual property or designations;

H. use any of these materials for search engine optimization (SEO) or search engine marketing (SEM) as or in any account name, user ID or other identifier on any blog, social media site or any "publishing" site, including ( for example just an example) Facebook, YouTube, MySpace, BlogSpot, Flickr or Twitter; or

Hiya. use any of these materials as numbers/designations in a telephone number (for example, 1-800-BUY-SH1FT). You may not use any SH1FT materials, including video, text, or other content owned by SH1FT or used in connection with SH1FT's own websites, products, services, or marketing and advertising, without SH1FT's express written consent.

J. No Combination with Third Party Intellectual Property. In addition to the limitations set forth above, you may not offer third party products or services to customers in connection with the promotion or teaching of SH1FT classes, or link any SH1FT Materials in media that also contains third party intellectual property (e.g., trademarks, trade names, logos, etc.) . You may not use SH1FT trainer status or any SH1FT publicity materials, SH1FT Intellectual Property, SH1FT Materials or other SH1FT trademarks or other intellectual property to advertise, promote or sell any non-SH1FT products or services. This section applies to, for example, consumables, clothing, equipment, accessories, supplements or nutritional products and other items.

k. No unauthorized claims/statements. You may not make any representations or representations (including attestations) regarding the therapeutic, curative or diagnostic properties of SH1FT or any product or service offered by SH1FT, except for specific statements contained in the official guide or literature of the Trainer Program or on the SH1FT website. . Statements in official Instructor Training Program literature may only be repeated in the exact same format as published by SH1FT and must be republished in full. In particular, you may not make any representations or representations that SH1FT or any SH1FT product cures, cures, diagnoses, alleviates or prevents any condition or disease or achieves guaranteed results.

8. Licensed SH1FT Coach Classes.

8.1 Teaching SH1FT Group Exercises. Becoming a SH1FT Trainer enables live SH1FT group classes for individuals or groups, subject to the restrictions below.

8.2 Restrictions on the operation of SH1FT coaches. In addition to all other restrictions, terms and conditions of this Agreement, you agree that without SH1FT's prior express written consent, you may not:

Down. Teach any SH1FT class that does not follow the structure and integrity of SH1FT workouts. The SH1FT curriculum must be followed and each specific workout must be taught or instructed using the principles taught in the SH1FT Trainer Training Course and the SH1FT Workout Structure using the SH1FT App.

B. Create workouts or teach or instruct classes that include or consist of SH1FT workouts combined with any other workout, exercise, or fitness routine, whether third party or not. For example, you may not create or teach hybrid classes such as SH1FT/Yoga, SH1FT/Zumba, SH1FT/CrossFit, or any other combination of products, workouts, or exercises.

C. Participate directly or indirectly in any activity that could be construed as an employee or agent of SH1FT.

D. Teaching any SH1FT class to anyone who has not exercised the waiver that includes the SH1FT waiver.

My. Teaching any SH1FT classes without third party liability insurance covering his activity and indicating SH1FT as additional insurance for these classes or trainings.

9. Compliance; to lead.

9.1 Compliance. You agree to comply with any instructions from the SH1FT Compliance Team. In addition, all of your Coach activities and advertisements must comply with all applicable laws, rules and regulations, including teaching activities and materials, advertising and marketing, email or other solicitations, communications with mobile devices (for example, calls, texts or text messages"). messages"), telephone and fax, privacy and the collection, use or disclosure of personal or other information.

9.2 Handling. As a SH1FT Trainer, you are a limited licensee of the SH1FT and SH1FT Marks, SH1FT Intellectual Property and SH1FT Materials, and if you are a SQUAD member, publicity materials. He is also a representative of the SH1FT Trainer Training Program. You agree to act in a lawful, professional, non-disruptive, non-interfering and appropriate manner at all times. You must not act in a lewd, sexist, racist, discriminatory, offensive, illegal, or otherwise inappropriate or offensive manner, or in any way that diminishes the value of SH1FT's intellectual property or related goodwill, or SH1FT materials in general. SH1FT reserves the right, in its sole discretion, to determine what conduct is disruptive, disruptive, or inappropriate. You acknowledge and agree that your conduct may directly affect SH1FT, the Trainer Training Program, SH1FT, Advertising Materials and other SH1FT Intellectual Property and goodwill and/or any SH1FT Materials, products or services. You agree to comply with any SH1FT instructions regarding your conduct and agree that SH1FT may terminate this Agreement immediately as a result of your conduct.

9.3 Clothing. When executing any SH1FT instruction, you must always look professional.

10. Use of your name, image and/or likeness

10.1 You grant SH1FT (including its parent companies, affiliates, subsidiaries, agents and assigns, officers, employees, advertising and promotional companies, distributors or any person or corporation acting with the consent or authorization of SH1FT) a perpetual and irrevocable, worldwide, royalty-free license to use, publish, reproduce, distribute, videotape, photograph, record, create derivative works from and/or use your name, likeness, biographical information, voice, statements and/or likeness in connection with the SH1FT trainer training program and/ or any SH1FT promotions or advertisements, in any media now known or hereafter created, in such manner, for such purposes and with such frequency as SH1FT determines in its sole discretion, without compensation or compensation to the user, without attribution to the user and without additional authorization from you. You agree to produce any documents necessary for SH1FT to exercise the rights granted under this paragraph. You agree to waive all artistic or moral rights to any material created or used by SH1FT in this section. Additionally, when you become a SH1FT Trainer, you will be identified in the SH1FT SH1FT Trainer list ("List of trainers") and on SH1FT's Class Finder. SH1FT may publish the Trainer List online for consumers to view. You expressly authorize SH1FT to post your personal information through the Trainer List, including your name, geographic location, and Trainer status.

TERM, TERMINATION, APPEAL

11. Period, Continuation of Learning and Renewal.

11.1 This Agreement is effective upon purchase of the SH1FT Trainer Training Program (except for the Limited License which applies as described above). Currently, SH1FT graduate status does not expire upon successful completion of trainer training. SH1FT may, in its sole discretion:

Down. change the length of the Term;

B. define or modify the lifelong learning requirement;

C. enter the renewal fee; AND

D. change whether participation in a SQUAD Subscription meets all or part of the continuing education requirement or renewal fee.

12. Termination/Revocation.

12.1 We may immediately revoke or terminate your SH1FT Trainer status if:

Down. you breach any term, condition or provision of this Agreement or otherwise comply with SH1FT's privacy policy and website terms of use (located atwww.SH1FTfitness.com/website-terms);

B. you have not completed any of the continuing education requirements required by SH1FT in a timely manner; or

C. SH1FT no longer offers the SH1FT Trainer Training Program.

12.2 SH1FT may, in its sole discretion, terminate or revoke your status as a SH1FT Trainer and/or prevent you from becoming a SH1FT Trainer for any or no reason, provided that such withdrawal, termination or disabling is not based on any of the reasons listed in this section or other valid and bona fide reason, we may issue a refund (pursuant to this Agreement) at our sole discretion.

13. Actions in the event of termination/dismissal.

13.1 Upon termination or cancellation, you must immediately cease all promotional and promotional activities of SH1FT, including the use of any advertising materials, SH1FT intellectual property, or SH1FT materials (including identifying yourself as a SH1FT coach in any way) and immediately return all SH1FT materials to SH1FT. This includes, but is not limited to, discontinuing use of the Trainer's Training Manual and all other training materials provided, and destroying or deleting (where applicable) all paper and electronic copies thereof.

GENERAL PROVISIONS

14. I don't humiliate.

14.1 While SH1FT welcomes constructive comments and suggestions, you must not make negative comments or remarks in any forum (oral, online, written, instructional or training) about the SH1FT brand or program, SH1FT trainer training or Trainer Program training . SH1FT, SH1FT Personnel (e.g. directors, owners, employees, consultants, partners), Master Trainers, SH1FT materials or other SH1FT products or services.

15. Recognition.

15.1 You understand, acknowledge and agree that:

Down. SH1FT reserves the right to suspend, revoke or cancel your SH1FTCoach status and/or any other rights or licenses you are granted under this Agreement;

B. Completion of SH1FT trainer training or becoming a SH1FT trainer does not imply a "professional" license or certification of any kind, and these elements are not recognized or endorsed by all reputable national training certification organizations;

C. You are not authorized and may not "certify" others in the SH1FT Trainer Training Program or teach or instruct any person or entity to become a SH1FT Trainer unless it is an SH1FT-approved Master Trainer SH1FT;

D. SH1FT does not guarantee any level of success or income generated by or in connection with the SH1FTCoach training program or being SH1FTCoach;

My. You may be subjected to testing or other similar review and renewal processes by SH1FT once a year or as otherwise at SH1FT's sole discretion to ensure that you are up to date and aware of the latest information about SH1FT and related products and services;

F. You may not sub-license, rent, transfer or allow any third party to exercise your rights under this Agreement, including SH1FT Trainer status, publicity materials, SH1FT Intellectual Property or SH1FT Materials; AND

gram. You may not use any materials you receive in connection with the Trainer Training Program, including materials from the Trainer Training Course, in connection with any fitness instruction other than those provided by you as a SH1FT Trainer.

16 Insurance.

16.1 SH1FT requires valid professional indemnity insurance to cover SH1FT's coaching and promotional activities and the designation of "SH1FT Ltd and its affiliates and subsidiaries" as additional insurance. SH1FT does not and cannot offer or provide such insurance. As you are an independent contractor, you expressly acknowledge and agree that you are not insured under any of SH1FT's insurance policies and you waive any and all rights to claim of any kind under the insurance.

17. Declarations and Guarantees.

17.1 You acknowledge, agree, represent and warrant that:

Down. the advertising or promotional materials you use (other than those provided by SH1FT) do not infringe any intellectual property, moral rights or other proprietary rights of third parties;

B. you have full authority to enter into this Agreement, and the performance of this Agreement does not violate or conflict with any other agreement or obligation to third parties;

C. you, any services you provide, your SH1FT trainer and advertising activities comply with all applicable international and local laws, rules and regulations; AND

D. has not and will not engage in any activity, project, or contract that is inconsistent with, or derogates from, the rights granted in this Agreement.

17.2 SH1FT acknowledges, agrees, represents and warrants that it has full authority to enter into this Agreement.

18. Compensation.

18.1 You agree to indemnify and hold harmless SH1FT, its parent companies, affiliates, subsidiaries, agents and assigns, employees, officers, owners, attorneys, or any person or company acting with their consent or authority, from any third party claim or action. claims, losses or damages (including legal fees) arising out of or in connection with the purchase of or participation in the SH1FT Trainer Training Program, any instructions, activities, activities, promotional activities or other services provided by you in connection with SH1FT or the Training Program for SH1FT Trainers, any violation by you of this Agreement, your SH1FT Trainer and promotional materials or activities, or your violation of any third party right.

19. Assumption of Risk/Waiver.

19.1 You understand and acknowledge that certain aspects of the SH1FT Trainer Training Program, including the Trainer Training Course and related coaching activities, will involve physical activity and use of equipment and that there are certain hazards associated with these activities and equipment, including the risk of serious injury and/or bodily injury, death or property damage or loss. You expressly and voluntarily assume all risk and, to the extent permitted by law, waive any actual or potential claims against SH1FT (including its parents, affiliates, subsidiaries, agents and assigns, employees, officers, owners, attorneys or any person(s) or corporations acting with their consent or authority) arising out of or in connection with their participation, instruction, classes or activities in the SH1FT Trainer Training Program, including physical activity and related equipment.

20. Limitation of Liability.

20.1 TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR BREACH OF SECTIONS 7 OR 8 OF THIS AGREEMENT, THE PARTIES' OBLIGATION FOR INDEMNITY AND/OR GROSS NEGLIGENCE OR COMPLIANCE WITH THE PARTIES' WISHES, COLLECTIVE LIABILITY ONE PART TO THE OTHER, FROM ANY CAUSES OF ACTIONS AND ANY THEORIES OF LIABILITY WILL BE LIMITED AND SHALL NOT EXCEED THREE (3) AMOUNTS PAID BY YOU TO PURCHASE AND ENROLL INTO THE SH1FT TRAINER PROGRAM. EXCEPT FOR A BREACH BY YOU OF SECTION 7 OR 8 OF THIS AGREEMENT, A PARTY'S OBLIGATIONS TO INDEMNIFY AND/OR A PARTY'S GROSS NEGLIGENCE OR WILLING MISCONDUCT, IN NO EVENT WILL ONE PARTY BE LIABLE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL DAMAGES ARISING OUT OF THIS AGREEMENT or in connection therewith, whether such liability arises in contract, warranty, complaint (including negligence), strict liability or otherwise, and whether said part HAS BEEN NOTICED OR THE POSSIBILITY OF SUCH LOSS OR DAMAGE IS NOT POSSIBLE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL APPLY AND APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

21. His relationship with SH1FT.

21.1 You acknowledge and agree that your participation in the SH1FT Trainer Training Program or becoming a SH1FT Trainer does not create an employer/employee, partnership, franchise, agency, joint venture or other similar relationship between you and SH1FT. Neither party shall have or be represented as having any authority to bind or bind the other in any way or to assume any liability on behalf of the other. You agree not to make any statement or take any action that might confuse or mislead any person as to the nature of the relationship between you and SH1FT.

22. Governing Law.

22.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales. In the event of any dispute arising out of or in any way related to this Agreement or the SH1FT Trainer Training Program, the parties agree to the exclusive jurisdiction and place of court of competent jurisdiction in London, England.

23. Assignment.

23.1 SH1FT may assign, transfer, sublicense or subcontract any of our rights or obligations under this Agreement at its sole discretion. You may not assign, transfer, license, sublicense or subcontract any of your rights or obligations under this Agreement.

24. Divisibility.

24.1 If any provision of this Agreement is held to be unlawful, void or for any reason invalid or unenforceable by a court of competent jurisdiction or other tribunal, then that provision shall be construed in the same manner as the law. or separate from this Agreement, neither of which affects the validity and enforceability of the remaining provisions.

25. No Waiver.

25.1 Any waiver of any provision of this Agreement or of a party's rights or remedies under this Agreement must be in writing and signed by the party against whom the waiver is to be enforced. Failure, negligence or delay on the part of a party to enforce this Agreement or its rights or remedies at any time shall not constitute a waiver by that party of its rights under this Agreement and shall in no way affect the validity of all or any part of it. this Agreement or violate that party's right to take further action. A waiver of any provision shall not be deemed a waiver of subsequent breach of the same provision or breach of any other provision. Any delay by SH1FT in exercising any right or remedy under this Agreement will not constitute a waiver of that right or remedy or affect the subsequent exercise of that right or remedy.

26. Notifications.

26.1 All notices, requests, demands and other communications made or given under this Agreement shall be in writing and shall be deemed to have been received (i) on the same day if delivered in person, by same day courier or by email to the signatory or other person known to the Parties as the recipient of correspondence related to the Agreement (subject to proof of transmission), (ii) next day if delivered by express mail or courier, or (iii) three (3) business days after the date of payment if sent by regular mail or seven (7) days if sent by international mail. Either Party to this Agreement may change such Party's notification address from time to time by written notice or as may be determined by SH1FT.

Down. Notice to SH1FT must be delivered in person, by post or courier in a trackable manner and delivered to SH1FT Ltd [PO Box]. Notification to SH1FT will only be effective when received and can be confirmed.

B. Notice may be sent to your physical or electronic address, as last registered by you in our system. You agree to keep your email address current and any notices we send to that email address will be deemed received on the date they are sent. Notice will be effective if sent in accordance with the last contact details you provided, and you waive any defense based on failure to receive such notice if your contact details are not current.

27. Entire Agreement.

27.1 This Agreement, together with the SH1FT Team's Privacy Policy and Terms of Use (located at [URL]), constitute the entire agreement between the parties with respect to the subject matter of this Agreement. The parties represent that there are no additional or additional agreements, understandings, modes of business or trade practices that modify, amend, clarify or supplement this Agreement, and that no prior communication or document constitutes an agreement with respect to the subject matter of this Agreement. You agree that SH1FT may add, remove, modify, amend, amend or supplement this Agreement ("Amendments") without notice or by notifying you on the main Coach Training website at any time and in our sole discretion. You further agree that continuing the Trainer Training Program following the posting of such amendments constitutes your acceptance of such amendments. You agree to check notices of changes regularly and waive any defense against infringement of those amendments based on failure to receive notice. When the provisions of this Agreement conflict or are inconsistent with the provisions of any other agreement between the parties, the provisions governing your behavior will be the provisions of the operating agreement governing individual activities. For example, if you participate as a coach (if applicable), the trainer policies and procedures govern inconsistent provisions, and if you participate in SH1FT's coaching activities, this Agreement governs inconsistent provisions.

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