Duly made and entered into effect on this day of ________, 2019
By and between
Find a Trainer Israeli private business No. 327057055
With its Principal Offices at
10 Yordei Hasira St., Jerusalem, Israel
Provided in online form
(Hereinafter “the Trainer”)
WHEREAS: F/T has an online platform for people to search and find the right personal trainer for them;
WHEREAS: F/T has the knowledge, know-how, means and capabilities to provide the Trainer with potential new contacts and clients via a new form of marketing; and
WHEREAS: The Trainer has learned and been trained as a personal trainer, has the credentials and has been licensed/certified as a personal trainer, and has the knowledge, know-how, means and capabilities to provide personal training services as set out in the registration form lodged by the Trainer with F/T. Proof of such qualification (e.g. a certificate or registration with the relevant organisation) is attached hereto as Appendix A;
WHEREAS: The Trainer is looking to get new clients and is seeking the help of F/T to market the service it provides;
NOW THEREFORE, in consideration of the mutual obligations hereunder set forth, the parties hereto agree as follows:
1. The preamble and appendices to this Agreement form an integral part hereof.
2. The Services: F/T has an online platform for people to search and find the right personal trainer for them, and to provide the Trainer with a platform to advertise itself, and connect it with people looking for personal trainer. The services provided by F/T include but not limited to the functions described in Appendix B (hereinafter: “the Services”)
3. Additional Services: If the Trainer or any potential client using F/T’s platform requests any additional Services (beyond that required and agreed upon in clause 2), F/T, at its sole discretion, reserves the right to accept or deny any such request (hereinafter: “Additional Services”). If agreed to by F/T, the Additional Services and its Rates will be signed upon by both parties in a separate addendum that will be added to and complete this Agreement.
4. Authority: The Trainer hereby authorizes F/T on behalf of the Trainer to commit the Trainer to an agreement with the client as to the purchase cost of training sessions but only at the rate nominated by the Trainer from time to time.
5. Payment Structure:
(a) In order to be displayed on the F/T platform, the Trainer must pay a Trainer’s Subscription Fee of 300NIS per six month period. The six month period will commence once the Trainer receives the Password to the Trainer Only section of the website. Here they will be able to send in their profile information and photo. Once received in full, FT will upload and publish the Trainer Profile within 3 days. business details are uploaded and published on the F/T site. The Trainer’s business details will be displayed as a product box (PB) (including head-shot, name, slogan and cost), which if clicked upon, opens up into a full product page (PP) (including but not exclusively, head-shot, full name, short biography, training details, phone number and email address). PB will be displayed on one or more city display pages chosen by the Trainer on the FT platform.
(b) If the Trainer also wishes its PB to be displayed on the Home Page of the F/T platform for a period of two months, an additional Booster Fee of 100NIS for the two month period, will have to be paid to F/T. This payment can be made at any time and will only be eligible if the Trainer is subscribed during this period.
(c) The subscription will automatically rollover each six months until terminated as set out herein. F/T will give the Trainer no less than thirty days’ notice of the automatic rollover of the subscription and unless such rollover is terminated as set out herein, the Trainer will automatically be charged for the next six months’ subscription.
(d) During each of the six month periods, a Trainer can at any time, on fourteen days prior written notice to F/T, terminate its subscription and/or the future rollover of that subscription but in such case, no part of the fees paid will be refunded and F/T will be entitled to keep the full subscription fee and/or Boost Fee already paid.
(e) (i) F/T reserves the right to refuse or terminate any subscription if it has reasonable moral, business or legal grounds to do so.
(ii) F/T reserves the right to change any matters such as the structure, content and layout of the site, the PB, the PP as well as changing the payment structure, adding or removing packages, introducing new fees and payments etc. without prior notice to the Trainer, however should such changes substantially and adversely affect the Trainer’s business, the Trainer may terminate the subscription and/or the future rollover of this arrangement by giving F/T written notice at least fourteen days before the rollover date.
(iii) Only in the two circumstances set out in this clause, the Trainer will be entitled to a return of a proportionate part of the fees it has paid in advance of the date upon which the Trainer is removed from the platform. Thereupon the Trainer releases F/T from any and all claims or demands for damages arising from such changes and shall have no further recourse against F/T.
(f) Please refer to the different payment structures as set out in Appendix C.
6. Term and Variations of this Agreement:
a. The term of this Agreement shall commence on the date on which it is signed and shall continue until termination by either party at any time at its absolute discretion by that party giving written Notice of Termination to the other party as set out in clause 13 of this Agreement.
b. Any part of the conditions of this Agreement can only be varied by further agreement by both parties made in writing and signed or by exchange of emails, unless explicitly stated otherwise in this Agreement.
7. The Trainer’s Obligations and Warranties:
a. The Trainer has learned and been trained as a personal trainer, has the credentials and/or licences and/or certificates required to practice in Israel as a personal trainer and has the knowledge, know-how, means and capabilities to provide personal training services as represented by the Trainer in its registration form.
b. The Trainer commits to act and behave in a professional manner in any contact and interaction between the Trainer and any client referred to it by F/T.
c. To hold harmless and have no claims against F/T in any case a client cancels and/or changes and/or doesn't pay for any session or packages booked through F/T's service. The relationship and/or terms as set between the client and the Trainer shall be between themselves solely, and F/T has not further obligations or commitments to the Trainer other than setting the connection between a client and the Trainer and providing the mutual contact details
f. The Trainer is solely responsible for any and all obligations or liabilities under this Agreement and for any and all obligations to the client, for any services it supplies to the client and in any interaction with the client including but not limited to any personal injury suffered by the client and/or the Trainer arising therefrom. The Trainer indemnifies and holds harmless F/T for any liability so incurred as a result of the Trainer’s acts or omissions.
g. The Trainer holds F/T harmless and without blame for any actions taken by it, including but not limited to past or present employees. No officers, employees or subcontractors of F/T will be required in any way to participate in any legal proceedings connected with legal action related to Trainer's action or lack there of.
a. Confidential Information
The Trainer acknowledge that in the course of performing its obligations pursuant to this Agreement, its affiliates, principles, officers, directors, shareholders, employees, contractors, agents and representatives may be given access to, or become acquainted with, certain information, trade secrets, or both, with regard to F/T and/or the products and services offered by F/T, including without limitation, designs, patents, copyrights, procedures, methods, documentation, drawings, customers, vendors, policies, plans, projections, pricing and other information that is proprietary to F/T and useful to F/T’s business and operations (collectively, the "Confidential Information")
During the term of this Agreement, and at all times following the expiration or termination of the term of this Agreement, the Trainer and its affiliates, principles, officers, directors, shareholders, employees, contractors, agents and representatives shall only disclose the Confidential Information in connection with the performance of their obligations pursuant to this Agreement, and shall not, in any manner, either directly, or indirectly, use, divulge, disclose, or otherwise communicate to any person or entity, any of the Confidential Information.
Notwithstanding anything to the contrary in this Agreement the Trainer and its affiliates, principles, officers, directors, shareholders, employees, contractors, agents and representatives shall not be prohibited from directly or indirectly, using, divulging, disclosing, or otherwise communicating to any person or entity, information that (i) was, on the date of this Agreement, generally known to the public, (ii) was, on the date of this Agreement, known by the Trainer pursuant to the written records of the Trainer as of the date of this Agreement, (iii) is subsequently disclosed to the Trainer by a third party who is in lawful possession of such information and is not under an obligation of confidence with the disclosing party, (iv) is required to be disclosed by law or a final order of court or other governmental agency or authority of competent jurisdiction; provided, however, reasonable notice prior to any such disclosure shall be given to F/T to allow sufficient time to obtain injunctive relief, protective code or similar remedy.
d. Equitable Remedy
F/T will be irreparably damaged, and damages at law would be an inadequate remedy if Clauses 8 & 9 of this Agreement is not specifically enforced. Therefore, in the event of a breached or threatened breach of such Clauses of this Agreement by the Trainer, F/T shall be entitled, in addition to all other rights and remedies, to injunctions restraining such breach, without being required to show any actual damage or to post an injunction bond or any other security, and/or to a decree of specific performance or similar remedy.
e. Return or Destruction of Confidential Information
Promptly upon the expiration or termination of this Agreement for any reason, the Trainer shall either return to F/T the Confidential Information it received from such party, or certify in writing that it has destroyed all such Confidential Information received from F/T.
9. Non Compete:
The Trainer undertakes not to compete, directly or indirectly, in any way with the business of F/T, for the entire term of this agreement and for a period of twelve (12) months thereafter.
a. The failure of either party to enforce at any time any of the provisions of this Agreement, shall in no way be construed to be a waiver of such provision, nor in any way effect the validity of this Agreement or any part thereof, or the right to enforce each and every such provision.
b. An express waiver (whether one or more times) by each of the parties of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
c. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.
It is hereby clarified that any and all provisions herein which by their terms and/or by their nature, should operate or should have effect following the expiration or termination of this Agreement, including without limitation, the provisions of clauses 5, 6, 7, 8, 9 and 10 herein, shall survive any such termination.
Each party represents and warrants to the other that:
a. It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its operation.
b. All necessary action has been taken by it to execute, deliver and perform its obligations pursuant to this Agreement: and
c. The execution, delivery, and performance of this Agreement by it does not and shall not breach any of its organizational documents or other agreements.
All notices shall be addressed by e-mail or confirmed in writing and dispatched by registered or certified mail, postage and charges prepaid, according to the addresses set forth in the preamble to this Agreement or to such addresses as either party hereto may specify in writing or in a like manner.
14. Independent Contractor:
The relationship between F/T and the Trainer shall be that of an independent contractor and the Trainer shall not be considered under the provisions of this Agreement or otherwise as having the status of an employee, or agent of F/T. Furthermore, as an independent contractor, the Trainer shall have no authority to make any contract or commitments on behalf of F/T. Similarly, F/T shall have no authority to make any contract or commitments on behalf of the Trainer or otherwise bind the Trainer without the express prior written approval, authorization and acceptance by the Trainer, unless otherwise stated within this agreement as in Clause 2.
Each party shall bear its own costs in connection with the performance of its duties under this Agreement.
16. Governing Law and Venue:
This Agreement shall be governed and construed according to the laws of the State of Israel, without application of its principles of conflict of laws, and the courts in Jerusalem shall have sole jurisdiction.
With the exception of any relief sought pursuant to Section 8(d) of this Agreement, any dispute arising under this Agreement shall be referred to binding arbitration under the rules of the State of Israel. Such arbitration shall be held before a panel of three (3) arbitrators skilled in the area to which the dispute relates, one of whom shall be selected by each of the parties, and the third of whom shall be selected by the arbitrators selected by the parties. The decision of the arbitrators shall be final and binding, shall be rendered in writing, and shall specify conclusions of law and findings of fact.
18. Entire Agreement:
This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and between the parties.
19. Representation by Signatories:
Each signatory to this Agreement represents and warrants that he is duly authorized by the party for and on whose behalf he is signing this Agreement to execute the same in a manner binding upon the said party and that all corporate approvals and procedures necessary for vesting such authority in him have been duly obtained and complied with.
In Witness Thereof, the parties have executed this Agreement as of the day and year first above written, in multiple copies, each of which shall constitute an original agreement between the parties.
APPENDIX A – PROOF OF QUALIFICATION
APPENDIX B – SERVICES TO BE RENDERED
1. Ongoing Support:
Online publication of information of the Trainer’s services and skills;
Introduction of clients;
Access to health and lifestyle information on the platform.
2. Additional Services:
Further education and training of Trainers;
Referrals to specialist health professionals;
Advises from members of our Advisory Board.
APPENDIX C – RATES
Subscription fee- 300 NIS/ 6 months
Booster fee- 100 NIS/2 months*
*Trainer must be subscribed to F/T for this 2 month period in order to be eligible for booster fee entitlements.