Terms of Service

 

1. Welcome to Takeover Technologies Inc. ("Takeover”, “Company”, “we”, or “us”). Takeover provides a personalized fitness and wellness experience, which provide Members with access to various coaches, workout programs, nutrition plans, and a fitness community via the Takeover platform (the “Service”). By registering as a Member or Coach, you (“User”, or “you”) accept these Terms of Service (“Terms” or “Agreement”), which forms a binding agreement between you and Takeover. Your continued use of the platform constitutes acceptance of these Terms and any future revisions. If you object to any modifications, it is your sole recourse to discontinue using our Service. These Terms apply to all Takeover Services, which platform includes but is not limited to our website, forums, mobile applications or any other online or social media accounts. 

 

2. The Takeover platform offers an online venue that enables fitness and wellness coaches (“Coach(es)”) to publish, offer, and provide you with personalized fitness training programs and lessons, nutrition plans, wellness practices and lessons, and healthy lifestyle advice to Members (“Training Program”). Coaches are responsible for determining the price for the Training Program (“Program Price”). You must register an account to use the Takeover Service whether as a subscriber (“Member”) or a Coach. Additionally, you must keep your account information accurate and updated. As the provider of the Takeover platform, the Company does not own, control, or manage any Coach or any Training Programs of any Coach. Except as provided for in this Agreement, the Company does not act as an agent for any Member in any capacity.

 

3. Choosing a Coach.  When you chose a Coach, Member is agreeing to pay all charges for Member bookings including the Coaches Program Price, Company service fees, taxes and any other items identified during checkout (collectively, “Total Price”). When a Member receives the booking confirmation (“Confirmation”), a contract for the Coach Program Services is formed directly between Member and the Coach. Members are responsible for reading and understanding our rules, standards, policies, and requirements prior to choosing a Coach.

 

4. Matching Engine.  The Company’s matching engine is a proprietary system that matches Members with Coaches. Matches are only suggestions, and no Member is in any capacity required to adhere to the match engines recommendations. It is the sole discretion of each Member to select the Coach, along with the corresponding cost of the Coach’s Program, that the Member so desires.

 

5. Certain elements of the Takeover Service Terms may be amended or altered from time to time. Your continued use of the Services is deemed acceptance of the amended Agreement

 

6. Takeover Services is intended and offered to Users who are 18 years of age or older and reside in Canada. By using Takeover, you are making a representation and warrant that you are of legal age to form a binding contract with us and meet all the preceding eligibility requirements. If you do not meet all these requirements, you must not access or use any Takeover Service. It is at our sole discretion to refuse to offer the Takeover Service to any person or entity and change the eligibility criteria at our sole and absolute discretion.

 

7. You are solely responsible for ensuring that this Agreement follows all laws, rules and regulations applicable to you. The right to access and use the Takeover Service is revoked where this Agreement or use of the Takeover Service is prohibited or conflicts with any applicable law, rule or regulation. Further, the Takeover Service is offered only for your personal use, and not for the use or benefit of any third party.

​

8. Limited License. 

   8.1 Except as provided for in this Agreement, Takeover grants you a limited, non-transferable, non-exclusive, revocable license to access and use the Takeover Service for your own personal, non-commercial purposes. The limited license is personal to you and may not be designated or sub-licensed to any other individual. Your limited licence includes the right to view content made available on the Takeover platform. 

   8.2 By using the Services, you understand that you are not to reproduce, redistribute, sell, or create derivative works from the Takeover Service, nor will you take measures to interfere with or damage the Takeover Service. We reserve all rights not expressly granted by Takeover in this Agreement.

​

9. Membership and Subscriptions.  

   9.1 Users must register as a Coach or Member with Takeover.  Members must enter into a subscription agreement for access to our asynchronous online workouts, content and features (“Subscription”). All Users must provide complete and accurate registration information to Takeover, complete the Subscription process, where applicable, and notify us if any of your information changes.

   9.2 Using someone else's identity, location, or public profile information in place of your own is strictly forbidden. Similarly, you may not use any image that violates any third-party rights or that is offensive, obscene or otherwise objectionable to the sole discretion of Takeover.

   9.3 You are solely liable for all activity that occurs under your account, including any activity by unauthorized users. You may not allow others to access your account. You must maintain the confidentiality of your password and ensure that you log out of your Takeover accounts on any device that others may be able to access. If you suspect unauthorized access to your account, immediately change your password and notify us at support@takeovertech.io. 

   9.4 A Subscription entitles Members to full access to Takeover’s Coaches, classes, content, and features on the Takeover platform for as long as that Subscription remains active. Features and prices are subject to change. 

 

10. Account Registration.  You can register with Takeover by creating an account on our platform. All of your information must be current and accurate. This information includes name, address, credit, debit or charge card numbers and expiration dates, and any other payment information. Any changes to your account information must be provided promptly to support@takeovertech.io.

 

11. Privacy.  Takeover Privacy Policy governs the use of your personal information. YOU ARE REQUIRED TO PROMPTLY NOTIFY US IF YOUR PAYMENT METHOD IS CANCELLED (E.G., FOR LOSS OR THEFT) OR IF YOU SUSPECT A BREACH OF SECURITY (E.G. UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD.)

 

12. Commitment Period.  

   12.1 When signing up for a Subscription, Members may be required to agree to a particular price and plan based on the Coach selected, which will include a commitment period term of one month (Commitment Period).

   12.2 Members are encouraged to maintain a Subscription for the applicable Commitment Period. The price available with your plan is valid until the Commitment Period expires, at which time your Subscription will automatically renew on a monthly basis at the initial, non-promotional price for your Subscription level.

 

13. Promotions.  

   13.1 Coaches and wellness coaches at Takeover may and in their sole discretion, offer additional promotions or discounts related to Subscriptions from time to time. Ensure that you read these offer details carefully, as any varying terms presented to you during the registration process will form part of the Members Subscription and these Terms. Please be cautioned that all discount offers requiring a payment are non-refundable, and all free months offered are in addition to the monthly Commitment Period. 

   13.2 All free trial or related promotions must be redeemed within the specified time frame of the trial or promotion. Members may be required to register with a valid payment method in order to initiate a free trial. If you do not cancel before your free trial period ends, your account will be converted to a paid Subscription and will be charged accordingly.

 

14. Membership Structure and Fees.  

   14.1 Takeover Subscriptions recurs on a monthly basis at the then-current rate until the Member Subscription is cancelled as specified in this Agreement. Billing occurs at the commencement of the Subscription period and provides unlimited access for one month thereafter. If the amount to be charged varies from the amount you pre-authorized (other than due to the fluctuation of sales tax), we will provide notice of the updated amount charged along with the charge date prior to the scheduled transaction date.

   14.2 To change or terminate your Member Subscription, contact Support at support@takeovertech.io. Your terminated Subscription may will continue to remain activated up until the end of the then-current term. However, your Subscription will not be renewed after the then-current term expires.

   14.3 Takeover may immediately terminate or suspend your User account, all or a part of your Member Subscription, without notice if: (a) your payment is overdue 15 days or more; (b) your provided information is false or inaccurate; (c) you violate any Takeover terms, rules or agreements; (d) your conduct is in violation of any applicable law (including, copyright and intellectual property laws); or (e) your conduct is threatening, abusive or harassing to Takeover employees, agents, or other Takeover Member

   14.4 In the event, we terminate a User account or suspend a Member Subscription, any license you were given to access our Services or content in connection with the Services, will also terminated or be suspended as applicable. If a Member Subscription is terminated, Takeover has the right to immediately dispense of all your stored data, files, and relevant account information void of any notice to you, unless otherwise required by law Members must pay all charges up until the date of termination. Should the Member desire to resume the Member Subscription after a suspension, a “Restoration of Membership” fee may apply. This is an additional fee to any past due unpaid charges and/or fees.

 

15. Third-Party Payment Processor.  You agree to pay us through the company’s third-party payment processor. The charges will be at the prices you then-agreed to and in accordance with the applicable payment terms presented to you at the time of purchase or as agreed to between the parties. The payment method you provide when you register with your account, is the payment process you have agreed to use. We reserve the right to update, correct, or instruct our payment processor to correct any inaccuracies, even if the payment has already been requested or received.

 

16. Member Refunds and Invoice Inquiry.  

   16.1 A Member may request a refund of a Member Subscription within 10 days of purchase (Withdrawal Period) without giving any reason. To initiate a refund, you MUST send us your cancellation/termination request to support@takeovertech.io within the Withdrawal Period. Refunds or credits will NOT be reinstated after the Withdrawal Period, except where required by applicable law. For greater clarity, Member will be charged for the balance of their subscription month where the required notice is not given within the Withdrawal Period.

   16.2 If Member disagrees with the charge on their invoice, you MUST notify us by emailing support@takeovertech.io within 10 days of the date of the invoice

 

17. Term and Termination; Account Deletion. 

   17.1 This Agreement begins on the date you begin utilizing Takeover Services and remains in effect for as long as you have an active account with us and/or continue to use theTakeover Service, until terminated in accordance with this Agreement

   17.2 Takeover has sole discretion to suspend, disable, or delete your account (partially or fully) or block or remove any User Content that you submitted if Takeover finds you to have violated this Agreement or that your conduct or content would cause hardship or damage to Takeovers reputation and goodwill. If Takeover deletes your account for any of the above-mentioned reasons, you may not re-register or use the Takeover Service under any other username or profile. Takeover may prevent you from accessing your Takeover account and halt re-registration.

   17.3 In the event this Agreement is terminated, all licenses granted by Takeover shall be revoked and terminated effective immediately. However, the following provisions shall survive termination: Submissions, Indemnification, Limitation of Liability, Professional Advice Disclaimer, Medical Disclaimer, Intellectual Property and all General Provisions.

   17.4 In the event a User account is deleted for any reason, User Content may no longer be available and Takeover is not responsible for the deletion or loss of such User Content. 

 

18. User Contributions.

   18.1 The Takeover platform may contain message boards, chat rooms, personal web pages or profiles, forums, and other interactive features that allow users to post, publish, or exchange communications with other Members and Coaches (User Content), publicly or privately. Any User Content created by a User is their sole responsibility. Users acknowledge that any User Content submitted by User or on Users behalf is non-fraudulent, complete, up-to-date, in compliance with all applicable laws, and does not infringe any third party proprietary rights. Users acknowledge and assume the risk of all content, including User Content, in connection with using the Takeover Service. Users are solely responsible for any damage or loss to User or any other party resulting from their conduct. Takeover DOES NOT represent, warrant or make any guarantees with respect to any content accessed on or through the Takeover Service or platform.

   18.2 As a User of Takeover, you own all User Content that you upload through the Takeover Platform. Notwithstanding, User hereby grants Takeover and its affiliates, a worldwide, perpetual, irrevocable, non-exclusive, transferable royalty-free license and right to use, copy, distribute, publicly perform and display (through all presently-created and future-created media platforms), edit, modify, and make derivative works from the User Content for any purpose whatsoever, commercial or otherwise, without compensation to you (User Content Licence). In addition, you waive any rights of privacy or publicity in your User Content. Any suggestions, testimonials or provide feedback provided toor through use of the Takeover platform about improving or adding new features or products to the Takeover Service shall be included in the User Content License.

​

19. Content Restrictions.

   19.1 You may not post, upload, submit, or distribute any User Content through the Takeover platform that: 

        i.Infringes any third party's rights (e.g., copyright, trademark, privacy rights, etc.);

        ii. Contains sexually explicit content 

        iii. Contains abusive, ill-spirited, hateful, defamatory, discriminatory or other objectionable content;

        iv. Exploits minors;

        v. Depicts unlawful acts or violence;

        vi. Depicts animal cruelty or violence towards animals;

        vii. Promotes crime, fraudulent schemes, multi-level marketing (MLM) schemes, or any other dubious money-making ventures.

 

20. Conduct.

   20.1 In using the Takeover Service, you must always behave in a civil and respectful manner. This means you will refrain from:

• Acting in a deceptive manner by or impersonating another individual;

• Harassing or stalking any other person, including a Takeover Technology Inc. Coach;

• Exploiting minors;

• Distributing "spam";

• Retaining information about others without their consent;

• Advertising or soliciting your own product or service;

• Engaging in offensive or illegal acts; or

• Violating any Takeover rules or codes of conduct.

   20.2 Takeover has the right to monitor all conduct on and content submitted on the Takeover platform. Takeover reserves the right to alter, edit, remove, or decline to upload any content, software and/or applications. Takeover shall comply with all applicable laws, regulations, industry best practices in delivering Takeover Service.

 

21. Member Interactions, Dealings with Third Parties.

   21.1 When interacting with other Takeover Members, you should remain cautious in order to protect your own safety and property, your contribution, correspondence or personal or business relations with any third party found in connection with the Takeover Service, whether pertaining to payment or delivery of specific goods and services, or any other terms of the third party services, conditions, representations or warranties associated, are solely between you and such third party. Additionally, you agree that Takeover is hereby released from all and any liability in connection with any loss, damage, injury, or other matters of any sort incurred as the result of such dealings with third parties.

 

22. Representations and Warranties.

   22.1 With all User Content that you submit, you represent and warrant that: (i) you have the right to submit the User Content to Takeover and grant the licenses (as set out in the terms above); (ii) Takeover is not required to retain a licenses from any third party or pay royalties to any third party; (iii) All third party's rights retain are not infringed by the User Content; and (iv) the User Content conforms with this Agreement and all pertinent laws.

 

23. Indemnification.

   23.1 You agree to indemnify, defend, and hold harmless Takeover including any affiliates, along with its respective directors, officers, employees, and agents, free from any and all liability against all claims, damages, losses and costs that arise from or relate to (i) your use of the Takeover Service, (ii) any submitted User Content by or on behalf of you or (iii) your violation of this Agreement.

 

24. Third Party Links and Content.

   24.1 If the Takeover platform contains third-party advertisement or links to other sites and resources, these links are provided for your own convenience, and we deny any responsibility for them or for any loss or damage that may incur because of your association or use of them. It is your responsibility to exercise caution when accessing third party websites as you will be subjected to the corresponding websites terms and conditions.

 

25. Disclaimers.

   25.1 Takeover reserves the right to revise and redevelop the Takeover Service. This includes, but is not limited to updating, improving, modifying, eliminating, revitalizing, or altering any content or features of theTakeover Service, in its sole discretion. Users are solely responsible for providing your own access (e.g., Internet connection, technology etc.) to the Takeover Service. Takeover assumes no duty to screen or monitor any content nor does it guarantee that all content available on the Takeover Service is suitable for all Users. 

25.2 Takeover Service are provided on an as available basis.  As such, use of Takeover Services are performed at your own risk. Takeover expressly disclaims all warranties, whether express or implied, including implied warranties of merchantability, non-infringement, and any other warranty that might arise under any law. Devoid of limiting the above mentioned, Takeover makes no representations or warranties that the Takeover Service is or will be permissible in your jurisdiction; that the Takeover Service will be uninterrupted or error-free regarding any content, including User Content or any third partys use of User Content that you submit; that the Takeover Service will meet your personal or professional demands; that Takeover will continue to carry any specific feature through the Takeover Service; or pertaining to sites and resources outside of the Takeover Service that are provided through links on the Takeover platform.

​

26. Professional Advice Disclaimer.

   26.1 THE TAKEOVER SERVICE OFFERS WELLNESS AND FITNESS INFORMATION AND IS DESIGNED FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU SHOULD CONSULT YOUR PHYSICIAN BEFORE BEGINNING A NEW FITNESS PROGRAM AND SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL. THE USE OF INFORMATION PROVIDED THROUGH THE TAKEOVER SERVICE IS SOLELY AT YOUR OWN RISK.

​

26.2 NO POSTS OR STATEMENTS MADE ON THE TAKEOVER SITE IS INTENDED TO BE NOR SHOULD BE TAKEN TO BE, THE EXERCISE OF MEDICAL OR PSYCHOLOGICAL CARE. THIS AGREEMENT DEFINES THE EXERCISE OF MEDICAL OR PSYCHOLOGICAL CARE AS, AND NOT LIMITED TO, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR OFFER ANY HEALTH CARE TREATMENT, DIAGNOSIS, PROGNOSIS OR ADVICE. 

​

26.3 THE TAKEOVER SERVICE IS CONTINUALLY REDEVELOPING AND MAKES NO WARRANTY--IMPLIED OR EXPRESS--AS TO ANY OF ITS ACCURACY, COMPREHENSIVENESS OR RELEVANCEY. FOR THESE REASONS, MEDICAL RESEARCH DEVELOPMENTS MAY AFFECT THE PROVIDED HEALTH, FITNESS AND NUTRITIONAL ADVICE. TAKEOVER MAKES NO ASSURANCE THAT THE ADVICE GIVEN BY COACH OR COACHES WILL ALWAYS BE THE MOST UPDATED AND ACCURATE.

 

27. Medical Disclaimer.

   27.1 As a Takeover User, you affirm that either:

A) all of the following statements are true: 

(i) you have never been informed by a physician of an existing heart condition or to refrain from physical activities unless a physician recommends otherwise 

(ii) you have never felt chest pain when engaging in physical activity; 

(iii) you have never experienced chest pain when not engaged in physical activity within the past month; 

(iv) you have never lost your balance due to dizziness and you have never lost consciousness; 

(v) you do not have a bone or muscle problem that could be aggravate by a change in your physical activity;

 (vi) you are not currently, being prescribed drugs for your blood pressure or heart condition;   

 (vii) you do not have a personal or family history of high blood pressure

(viii) you do not know of any other reason to avoid exercise; 

OR (B) your physician has specifically approved of your use of the Takeover Service. If relevant, you further affirm that you are not pregnant, breastfeeding or lactating.

   27.2 Takeover reserves the right to deny or cancel your membership if we conclude that your medical conditions require so or that you made false representations to any of the above statements.

 

28. Limitation of Liability.

   28.1 To the fullest extent permitted by law: 

(i) Takeover shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages. This includes damages for loss of profits, goodwill, data or other intangible losses; and 

ii) Takeover’s total liability to you for any claims shall not exceed the amount you contributed or paid for the Takeover Services within a 3 month span, commencing from the date of your initial claim.

 

29. Intellectual Property.

   29.1 You acknowledge that the Takeover Service may contain software and trade secrets content that the Company maintains full ownership over present and future. Your compliance with this Agreement, and for as long as permitted by Takeover, you may download a singular copy of the application to one device for your personal, non-commercial only, provided you follow this Agreement. Takeover hereby grants you a limited, revocable, non-exclusive, non-transferable right and license to access and use the content made available on the Takeover Service for your personal, non-commercial use of the Takeover Service. Unless otherwise indicated, copying, or adapting any content or using content for any non-personal, commercial purpose, is strictly prohibited.

   29.2 The Takeover name, logos, designs and marks, are the exclusive property of Takeover, whether registered or unregistered, and may not be used in connection with any product or service that is not ours, or in any fashion that is likely to cause confusion as to our affiliation, sponsorship or endorsement of any entity or service. Nothing contained on the Takeover Service should be interpreted as granting, by any implication, any license to use our trade names, trademarks or other intellectual property without our express written consent.

   29.3 Any other trademarks appearing on the Takeover Service that are not ours, are trademarks of their respective proprietors. All rights not expressly granted in this Agreement are reserved.

 

30. Severability.

   30.1 If any provision of these Terms is deemed invalid or unenforcable, that provision will be continue to remain enforce to the maximum extent possible, while other provisions of the Terms remain in force.

 

31. Entire Agreement.

   31.1 These Terms, Service Agreement, together with any ancillary agreements, as applicable, constitute the entire and exclusive Agreement between you and Takeover concerning your use of the platform and takes precedence over all statements or agreements, whether oral or written, between you and Takeover. In the event of conflict, the Service Agreement shall supersede these Terms.

 

32. Applicable Law and Arbitration.

   32.1 By accessing and using Takeover Services, you agree that the laws of Canada will govern these Terms and any dispute of any sort that might arise between you and Takeover. You can agree to conduct any disputes through Arbitration unless otherwise specified in this section. Arbitration shall be conducted through the Centre for Dispute Resolution® (ICDR®). The ICDR will determine payment of all arbitration fees, the cost of which parties will share equally. However, either you or Takeover may pursue a case in the small claims court but solely in the jurisdiction of Ontario, Canada. Notwithstanding, any party may seek a lawsuit for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement without first engaging in arbitration. Disputes with us may only be resolved on a individual basis and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted. Any remaining claims not mentioned under these terms shall be governed in the exclusive jurisdiction of the Ontario, Canada.