Trainer Independent Contractor Agreement

1. Nature of Platform and Relationship

1.1 Platform Description. Mode Fitness Inc. operates a software management platform accessible at www.trainwithmode.com (the “Platform”) that provides independent fitness trainers with tools to manage their clients, schedule calls, and process payments. Mode is a technology company, not a fitness company, gym, employer, or staffing agency.

1.2 Independent Contractor. Contractor is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency, franchise, or any other relationship between Mode and Contractor. Contractor has no authority to bind Mode to any obligation. Mode shall not control the manner, means, or methods by which Contractor performs fitness services.

1.3 No Exclusivity. Contractor is free to provide fitness services outside the Platform and is not required to use the Platform exclusively. Mode does not guarantee any minimum number of clients, sessions, or revenue.

1.4 Platform License. Mode grants Contractor a limited, non-exclusive, revocable license to access and use the Platform solely for the purpose of managing Contractor's fitness training business. This license may be revoked at any time for violation of this Agreement or Mode's policies.

2. Trainer Compliance — Sole Responsibility

THIS SECTION IS CRITICAL. MODE IS A SOFTWARE PLATFORM ONLY. MODE DOES NOT VERIFY, MONITOR, OR GUARANTEE CONTRACTOR'S COMPLIANCE WITH ANY APPLICABLE LAW, REGULATION, CERTIFICATION REQUIREMENT, OR LICENSING OBLIGATION. COMPLIANCE IS SOLELY AND ENTIRELY CONTRACTOR'S RESPONSIBILITY.

2.1 Sole Compliance Responsibility. Contractor represents, warrants, and agrees that they are solely and exclusively responsible for determining and maintaining compliance with all applicable federal, state, and local laws, regulations, rules, and requirements governing the practice of personal training, fitness instruction, and any related services in every jurisdiction in which Contractor operates. Mode assumes no responsibility whatsoever for Contractor's compliance or non-compliance.

2.2 Certifications and Licensing. Contractor represents and warrants that:

• Contractor holds all certifications, licenses, and credentials required by applicable law to provide personal training and fitness instruction services in their jurisdiction(s) of operation;
• All certifications and licenses are current, valid, and in good standing as of the date of this Agreement and throughout the term;
• Contractor will immediately notify Mode if any certification, license, or credential lapses, is suspended, revoked, or otherwise becomes invalid;
• Contractor will not use the Platform to offer or perform services they are not legally qualified and licensed to perform.

2.3 Insurance. Contractor represents and warrants that:

• Contractor carries, at their own expense, all insurance required by applicable law and industry standards, including without limitation general liability insurance and professional liability (errors and omissions) insurance in amounts appropriate for the services performed;
• Contractor's insurance policies are current and will remain current throughout the term of this Agreement;
• Mode is not named and is not required to be named as an additional insured on any of Contractor's policies;
• Mode makes no representation as to what insurance coverage is required or sufficient for Contractor's operations.

2.4 Tax Obligations. Contractor is solely responsible for all federal, state, and local taxes arising from compensation received through the Platform, including self-employment taxes. Mode will not withhold any taxes on Contractor's behalf. Contractor shall indemnify Mode from any tax liability arising from Contractor's failure to pay applicable taxes.

2.5 Jurisdiction Variation. Contractor acknowledges that compliance requirements vary significantly by state and locality. Mode makes no representation as to what requirements apply in any jurisdiction. Contractor is solely responsible for independently determining applicable requirements in each location where they operate.

2.6 No Verification by Mode. Contractor acknowledges and agrees that Mode does not and will not verify Contractor's certifications, licenses, insurance, or compliance with any law or regulation. The presence of a Trainer profile on the Platform does not constitute Mode's endorsement, verification, or approval of the Trainer's qualifications or compliance status.

3. Contractor Conduct and Standards

3.1 Professional Standards. Contractor agrees to conduct all training sessions and client interactions in a safe, professional, and ethical manner consistent with industry standards and applicable law.

3.2 Client Safety. Contractor assumes sole responsibility for the safety of their clients during all sessions. Contractor shall not provide services to any client they reasonably believe poses a safety risk without appropriate precautions, and shall recommend clients consult a physician before beginning a fitness program.

3.3 Prohibited Conduct. Contractor shall not:

• Engage in any unlawful discrimination, harassment, or abuse of clients;
• Provide medical advice, diagnoses, or treatment recommendations;
• Recommend supplements, medications, or substances in a manner that requires a medical or nutritional license they do not hold;
• Misrepresent their qualifications, certifications, or experience to clients or to Mode;
• Use the Platform to engage in any fraudulent, deceptive, or illegal activity;
• Solicit clients to transact outside the Platform to circumvent Mode's fee structure during the term and for twelve (12) months following termination.

3.4 Client Data. Contractor may access client information through the Platform solely for the purpose of providing training services. Contractor shall not share, sell, or misuse client data and shall comply with all applicable privacy laws.

4. Fees and Payments

4.1 Platform Fees. Contractor agrees to Mode's fee and commission structure as displayed in the Platform at the time of registration and as updated from time to time with reasonable notice.

4.2 Payment Processing. All client payments for services rendered through the Platform are processed through Mode's integrated payment system. Contractor authorizes Mode to collect payments on their behalf and remit the applicable net amount to Contractor after deducting Mode's fees.

4.3 Chargebacks and Refunds. Contractor is responsible for chargebacks and refunds arising from disputes with clients related to services Contractor provided. Mode may deduct chargeback amounts from future payments to Contractor.

4.4 No Guaranteed Income. Mode makes no guarantee of any minimum revenue, client volume, or income to Contractor.

5. Intellectual Property

5.1 Contractor Content. Contractor retains ownership of all workout programs, videos, written materials, and other content they create (“Contractor Content”). By uploading Contractor Content to the Platform, Contractor grants Mode a non-exclusive, royalty-free, worldwide license to host, display, and distribute such content solely for the purpose of operating the Platform and providing services to Contractor's clients.

5.2 Mode IP. All software, technology, trademarks, and materials comprising the Platform are owned by Mode. Contractor acquires no ownership rights in the Platform or Mode's intellectual property.

5.3 Warranty. Contractor warrants that Contractor Content does not infringe any third-party intellectual property rights and that Contractor has all rights necessary to grant the license in Section 5.1.

6. Indemnification

Contractor shall defend, indemnify, and hold harmless Mode Fitness Inc., its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Contractor's provision of fitness training or related services to any client;
• Any injury, death, or property damage occurring during a training session or related activity;
• Contractor's failure to maintain required certifications, licenses, or insurance;
• Contractor's violation of any applicable law, regulation, or professional standard;
• Any claim by a client arising from Contractor's acts or omissions;
• Any misrepresentation by Contractor regarding qualifications or compliance status;
• Contractor's breach of any representation, warranty, or obligation under this Agreement.

7. Limitation of Liability

7.1 Mode's total liability to Contractor arising out of or related to this Agreement or the Platform shall not exceed the total fees paid by Contractor to Mode in the three (3) months preceding the claim.

7.2 Mode shall not be liable for any indirect, incidental, special, exemplary, or consequential damages, including lost profits or lost clients, even if advised of the possibility of such damages.

7.3 Mode is not liable for any claim arising from Contractor's services, compliance failures, client disputes, or any physical injury or harm occurring during training sessions.

8. Term and Termination

8.1 Term. This Agreement commences upon Contractor's completion of registration on the Platform and continues until terminated.

8.2 Termination by Contractor. Contractor may terminate this Agreement at any time by closing their Platform account with thirty (30) days written notice.

8.3 Termination by Mode. Mode may terminate this Agreement and revoke Platform access immediately, without notice, if Contractor: (a) breaches any provision of this Agreement; (b) engages in conduct that Mode reasonably determines is harmful to clients, other trainers, or Mode's reputation; (c) allows any required certification, license, or insurance to lapse; or (d) violates any applicable law. Mode may also terminate without cause upon thirty (30) days' notice.

8.4 Effect of Termination. Upon termination, Contractor's Platform access is revoked. Contractor remains responsible for all obligations to existing clients and all compliance obligations. Sections 2, 3.3, 3.4, 5, 6, 7, 9, and 10 survive termination.

9. Governing Law and Disputes

9.1 This Agreement is governed by the laws of the State of Delaware without regard to conflict of laws principles.

9.2 Any dispute shall first be submitted to good-faith negotiation for thirty (30) days. If unresolved, disputes shall be submitted to binding individual arbitration under the American Arbitration Association's Commercial Rules. Contractor waives any right to participate in a class action or class arbitration.

10. General Provisions

10.1 Entire Agreement. This Agreement, together with Mode's Privacy Policy and any applicable fee schedules published on the Platform, constitutes the entire agreement between the parties regarding its subject matter.

10.2 Amendments. Mode may update this Agreement from time to time. Continued use of the Platform after notice of an update constitutes acceptance of the revised terms.

10.3 Severability. If any provision is found unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall remain in full force.

10.4 No Waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement.

10.5 Electronic Agreement. Contractor agrees that checking the acceptance box during registration constitutes a valid electronic signature and legally binding acceptance of this Agreement under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law. Mode will retain a timestamped record of Contractor's acceptance.

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