Terms of Use & Liability Waiver

This Terms of Use and Liability Waiver ("Agreement") is entered into between you ("User," "you," whether a Coach or a Client) and Gainline ("Gainline," "we," "us," "the Platform") governing your access to and use of the Gainline website and services (the "Service"). By creating an account, checking the acceptance box, or otherwise using the Service, you agree to be bound by this Agreement in full. If you do not agree, do not create an account or use the Service.

1. What Gainline Is — and Isn't

Gainline is a software platform that provides tools for independent fitness coaches ("Coaches") and their clients ("Clients") to communicate, schedule sessions, exchange workout and nutrition plans, submit check-ins, and process payments. Gainline is not a gym, personal training studio, medical provider, or employer of any Coach. Coaches are independent, self-employed professionals (or independent businesses) who use the Platform's tools — they are not employees, agents, contractors, partners, or representatives of Gainline, and Gainline does not supervise, direct, train, certify, credential, insure, or control the manner in which any Coach provides coaching, programming, or advice.

Gainline does not review, verify, endorse, or guarantee the qualifications, certifications, competence, conduct, advice, or programming of any Coach, nor the accuracy of any information a Client provides to a Coach. Any coaching relationship, and everything that happens within it, is solely between the Coach and the Client.

2. Assumption of Risk

Physical exercise, strength training, and changes in diet or nutrition carry inherent risks, including but not limited to muscle strain, sprain, fracture, cardiovascular events, injury, aggravation of pre-existing conditions, or death. By using the Service to give or receive coaching, workout plans, diet plans, or check-in feedback, you voluntarily and knowingly assume all such risks. You represent that you are physically fit to participate in the activities you undertake, or have consulted a physician before doing so, and that you will stop any activity that causes pain, dizziness, shortness of breath, or other warning signs and seek appropriate medical attention.

Nothing provided through the Service — including workout sheets, diet sheets, macro calculations, check-in questions, messages, or the AI coaching assistant — constitutes medical advice, and none of it should be treated as a substitute for consultation with a qualified physician, registered dietitian, or other licensed professional. Always consult a doctor before beginning any new exercise or nutrition program, particularly if you have any pre-existing medical condition. The Service is not for use in a medical emergency — if you are experiencing one, call 911 (or your local emergency number) immediately.

3. Release and Limitation of Liability

To the fullest extent permitted by applicable law, you release, waive, discharge, and covenant not to sue Gainline, and its owners, officers, employees, contractors, and affiliates, from any and all liability, claims, demands, actions, or causes of action whatsoever arising out of or related to: (a) any injury, disability, death, or property damage that may result from participation in coaching, training, or nutrition programs arranged, discussed, or delivered through the Service; (b) the acts, omissions, advice, or conduct of any Coach or Client, whether or not related to use of the Service; (c) any dispute between a Coach and a Client, including disputes over payment, programming, communications, or conduct; (d) any loss of data, unauthorized access, security breach, or interruption of the Service, even where Gainline has taken reasonable security measures; or (e) any act, omission, outage, or failure of a third-party service the Platform relies on (including Stripe, Resend, Cloudflare, or Gainline's hosting provider).

THE SERVICE AND ALL CONTENT AND TOOLS PROVIDED THROUGH IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. GAINLINE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GAINLINE'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT OF PLATFORM FEES YOU PERSONALLY PAID TO GAINLINE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS ($100). GAINLINE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN FULL.

4. Payments Between Coaches and Clients

Payments a Client sends to a Coach through the Service are processed by Stripe, a third-party payment processor, and are transferred directly to the Coach's own Stripe-connected account. Gainline is not a party to, and assumes no responsibility for, the underlying financial arrangement between a Coach and a Client — including the amount charged, the services promised in exchange, refunds, chargebacks, cancellations, or any dispute over whether services were satisfactorily rendered. Any such dispute is solely between the Coach and the Client involved. Coach membership fees and advertising fees paid to Gainline itself are separate, non-refundable subscription charges for use of the Platform's tools and are governed by the billing terms presented at the time of purchase.

5. User Content and Conduct

You are solely responsible for any content you upload, submit, or send through the Service, including photos, videos, check-in submissions, messages, and profile information ("User Content"). You represent that you have the right to share any User Content you submit and that it does not violate any law or any third party's rights (including privacy and intellectual property rights). Gainline is not responsible for reviewing, moderating, or verifying User Content, and disclaims liability for any User Content submitted by users of the Service. Gainline may, but has no obligation to, remove User Content or suspend an account at its discretion, including where it reasonably believes this Agreement or the law has been violated.

No objectionable content; reporting and blocking. Content that is hateful, harassing, threatening, sexually explicit, or otherwise objectionable is not allowed on Gainline, and some of it is filtered automatically. Every message, coach ad, and review has a Report button, and you can block any user from within the app (Blocked users, at the bottom of your dashboard, lists everyone you've blocked and lets you unblock them). We aim to review every report within 24 hours and will remove offending content and suspend or permanently remove users who break these rules. You can also reach us at any time through the "Contact support" link. This section does not create any duty on Gainline to monitor User Content, and does not limit the disclaimers and limitations elsewhere in this Agreement.

6. Intellectual Property

The Service, including its software, design, text, graphics, and the Gainline name and logo, is owned by Gainline or its licensors and is protected by copyright, trademark, and other intellectual property laws. Except for the limited right to use the Service as intended, nothing in this Agreement grants you any right, title, or interest in the Service or its underlying technology.

You retain ownership of the User Content you submit. By submitting it, you grant Gainline a non-exclusive, worldwide, royalty-free license to host, store, reproduce, and display that content solely as necessary to operate and provide the Service to you and the other party in your coaching relationship (e.g., showing a check-in photo to the client's coach). This license ends when the content is deleted from the Service, except for copies already made for backup, legal, or compliance purposes.

7. Indemnification

You agree to indemnify, defend, and hold harmless Gainline and its owners, officers, employees, and affiliates from any claim, demand, loss, liability, or expense (including reasonable attorneys' fees) arising out of or related to your use of the Service, your User Content, your violation of this Agreement, your coaching relationship(s) with another user, or your violation of any law or the rights of a third party.

8. Service Availability and Changes

Gainline may modify, suspend, or discontinue the Service, or any part of it, at any time, with or without notice, and is not liable to you or any third party for doing so. Gainline is not liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or utility failures, or outages of third-party services the Platform depends on.

9. Eligibility, Termination, and Changes to This Agreement

You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Service. Gainline may suspend or terminate any account, at any time, for any reason, including a violation of this Agreement. Gainline may modify this Agreement at any time; continued use of the Service after a change constitutes acceptance of the revised terms. If you do not agree to a change, your only remedy is to stop using the Service and delete your account.

10. Dispute Resolution, Governing Law, and Arbitration

This Agreement is governed by the laws of the State of Vermont, United States, without regard to its conflict-of-law principles — confirm this still matches wherever you actually operate or register the business before relying on it.

Binding Arbitration; Class Action Waiver. You and Gainline agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Service will be resolved by binding, individual arbitration rather than in court, except that either party may bring an individual claim in small claims court if it qualifies. YOU AND GAINLINE EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING. Arbitration will be administered by a recognized arbitration organization (e.g., the American Arbitration Association) under its rules then in effect, seated in Vermont, with judgment on the award enforceable in any court of competent jurisdiction. This section does not limit either party's right to seek injunctive relief in court for misuse of intellectual property or unauthorized access to the Service.

Time Limit to Bring a Claim. Any claim arising out of or related to this Agreement or the Service must be brought within one (1) year after the claim arose, or it is permanently barred, to the extent permitted by applicable law.

11. General Provisions

Entire Agreement. This Agreement, together with the Privacy Policy, is the entire agreement between you and Gainline regarding the Service and supersedes any prior agreements or communications on the subject.

Severability. If any provision of this Agreement is found unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

No Waiver. Gainline's failure to enforce any provision of this Agreement is not a waiver of its right to do so later.

Assignment. You may not assign this Agreement without Gainline's consent. Gainline may assign this Agreement, in whole or in part, at any time, including in connection with a merger, acquisition, or sale of assets.

Electronic Communications. You consent to receive communications from Gainline electronically (e.g., email, in-app notices), and agree that such communications satisfy any legal requirement that they be in writing.

12. Acknowledgment

By checking the acceptance box at signup, you acknowledge that you have read this Agreement in its entirety, understand it, and agree to be bound by it, including its release of liability, assumption of risk, and arbitration provisions.