Terms of Service (Public Offer Agreement)

This Public Offer Agreement (the "Agreement", "Terms") is addressed to any legally capable individual or legal entity (the "Customer", "User") that accepts its terms in accordance with Section 3.

Provider: Individual entrepreneur (ФОП) [[Last Name First Name Patronymic]], acting on the basis of an entry in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Formations of Ukraine, Tax ID (РНОКПП) [[XXXXXXXXXX]], registered address: [[postal code, region, city, street, building]], single tax payer of group 3 (non-VAT) (the "Provider", "we", "us", "our").

This Agreement is an adhesion contract within the meaning of Article 634 of the Civil Code of Ukraine and a public contract within the meaning of Article 633 of the Civil Code of Ukraine. Its terms are uniform for all Customers and may not be modified individually, except as expressly provided herein.

1. Definitions

• Service / TraineryApp Platform — the "TraineryApp" software-as-a-service, including the website trainery.app, web application, mobile applications, API and related services provided by the Provider.
• Customer / Organization — an individual entrepreneur or legal entity that accepts this Offer for the purpose of accessing the Service to manage its fitness studio, training center or similar facility.
• User — any individual who accesses the Service through an account created within the Customer's organization (member, trainer, administrator, etc.).
• Subscription Plan — the functional scope and term selected by the Customer, as described at trainery.app.
• Trial Period — a 30 (thirty) calendar day free use of the full Service functionality, starting from the first registration of an organization.
• Customer Content — any data, text, image or file the Customer or its Users upload, create or store in the Service.

2. Subject of the Agreement

2.1. The Provider grants the Customer a non-exclusive, non-transferable, limited right (license) to use the Service over the Internet within the functional limits of the selected Subscription Plan, and the Customer undertakes to pay the license fee on the terms of this Agreement.

2.2. The Service enables the Customer to, among other things: schedule and manage classes; accept online bookings; manage members, trainers, roles and permissions; manage passes, attendance and payments; send notifications via email, Telegram and in-app channels; configure organization branding and theme.

2.3. The Service is available 24/7, except for scheduled maintenance and interruptions caused by circumstances beyond the Provider's reasonable control (internet/hosting providers, force majeure, etc.).

3. Acceptance of the Agreement

3.1. The text of this Agreement is the Provider's official public offer, published at trainery.app/terms.

3.2. Unconditional acceptance of this Agreement is constituted by any of the following actions by the Customer:

• checking the "I agree to the Terms" box (or equivalent) during organization registration;
• first sign-in to the personal account;
• payment of the license fee for a chosen Subscription Plan.

3.3. Acceptance in electronic form is equivalent to a written contract under Articles 205, 207, 633, 639, 640, 642 of the Civil Code of Ukraine and the Law of Ukraine "On Electronic Commerce".

4. Rights and Obligations

4.1. The Provider undertakes to:

• provide access to the Service in the scope of the selected Subscription Plan during the paid period;
• take reasonable technical and organizational measures to ensure continuous operation;
• protect the confidentiality of Customer Content as set out in Section 8 and the Privacy Policy;
• provide support through the channels listed at trainery.app.

4.2. The Provider has the right to:

• modify Service functionality, interface and technical characteristics without prior consent;
• perform scheduled maintenance, with prior notice where practicable;
• temporarily suspend the Customer's access in case of breach, payment overdue by more than [[XX]] days, or reasonable suspicion of unauthorized actions;
• engage third-party sub-processors to perform its obligations;
• analyze de-identified (aggregated) usage data to improve the Service.

4.3. The Customer undertakes to:

• provide accurate information at registration and keep it up to date;
• maintain the confidentiality of personal account credentials;
• pay the license fee in the amount and within the periods of the selected Subscription Plan;
• obtain consent from its Users for processing of their personal data and act as the controller of such data within the meaning of the Law of Ukraine "On Personal Data Protection" and (where applicable) the EU General Data Protection Regulation (GDPR);
• not store special-category personal data (health data within the meaning of Art. 7 of the Ukrainian Data Protection Law and Art. 9 GDPR) in the Service unless expressly agreed in writing with the Provider;
• not take actions that disrupt the Service or infringe third-party rights.

4.4. The Customer is prohibited from:

• copying, modifying, decompiling or reverse-engineering the Service;
• transferring, reselling or sub-licensing access outside its own organization;
• using automated means (bots, scripts, scrapers) without written permission;
• using the Service for spam, phishing or other illegal activity;
• attempting unauthorized access to other accounts or other Customers' data.

5. Trial Period

5.1. A Customer registering an organization for the first time is granted a free 30 (thirty) calendar day trial with full access to the Service.

5.2. After the trial expires, access is automatically suspended unless the Customer has selected and paid for a Subscription Plan.

5.3. The Provider reserves the right to refuse repeated trial registrations by the same person and to limit trial functionality in case of abuse.

6. Fees and Payments

6.1. The license fee is determined by the selected Subscription Plan, with current pricing published at trainery.app. All prices are in Ukrainian hryvnia (UAH). The Provider is a single tax payer of group 3 (non-VAT); VAT is not included in the fees.

6.2. Payment is made on a 100% prepayment basis for the relevant billing period (month, year or other period under the Subscription Plan), to the Provider's bank account or via integrated payment methods.

6.3. Manual renewal. The Service does not currently support automatic recurring payments. Each billing period is paid by the Customer manually (bank transfer or via integrated payment methods). When the paid period ends, access to the Service is suspended until payment for the next period is received. The Provider reserves the right to introduce automatic renewal in the future; if introduced, affected Customers will be notified at least 30 days in advance and will be able to opt out.

6.4. Confirmation of services. Payment by the Customer and provision of access by the Provider for the relevant billing period is equivalent to signing a service acceptance act in simplified (including electronic) form under Articles 205, 207, 639, 640, 642 of the Civil Code of Ukraine. On request, the Provider issues an electronic invoice or act.

6.5. Price changes. The Provider may change Subscription Plan prices with at least 30 calendar days' notice via website publication and/or email. Price changes do not apply to already-paid periods.

6.6. Refunds. Fees paid for periods already provided are non-refundable. Early termination by the Customer does not entitle to a refund of the unused paid period, except where termination is caused by material breach by the Provider.

7. Liability

7.1. The Service is provided on an "as is" and "as available" basis. The Provider does not warrant that the Service will meet all of the Customer's expectations, operate uninterrupted or error-free, or that all defects will be corrected.

7.2. To the maximum extent permitted by law, the Provider is not liable for any indirect, incidental, special, punitive or consequential damages, including loss of profit, data or goodwill, even if advised of the possibility of such damages.

7.3. Aggregate liability cap. The Provider's aggregate liability for all claims arising out of or in connection with this Agreement is limited to the amount actually paid by the Customer to the Provider during the 3 (three) months preceding the event giving rise to liability.

7.4. The Customer is fully responsible for the actions of its Users, the accuracy and lawfulness of Customer Content, and compliance with third-party rights (in particular, rights of personal data subjects).

7.5. Force majeure. The parties are released from liability where non-performance is caused by force majeure, including but not limited to: hostilities; martial or emergency law; large-scale power or internet outages; cyberattacks on critical infrastructure; government decisions making performance impossible. The certificate of the Ukrainian Chamber of Commerce and Industry is evidence of such circumstances.

8. Confidentiality and Personal Data

8.1. Personal data is processed in accordance with the Privacy Policy (which forms an integral part of this Agreement), the Law of Ukraine "On Personal Data Protection", and (for data subjects in the EU/EEA) the EU General Data Protection Regulation (Regulation (EU) 2016/679, GDPR).

8.2. Roles. With respect to personal data of Users (members, trainers), the Customer acts as the controller and the Provider as the processor. The Provider processes such data solely on the Customer's instructions and to the extent necessary to provide the Service.

8.3. Customers acting as controllers for data subjects in the GDPR jurisdiction and the Provider enter into a separate Data Processing Agreement (DPA) available at trainery.app/dpa, accepted in the same manner as this Offer.

8.4. The Provider and its personnel undertake not to disclose the Customer's confidential information learned in connection with this Agreement, except as expressly required by law.

9. Intellectual Property

9.1. All intellectual property rights in the Service — including its source code, design, interface, trademarks, logos and domain name — belong to the Provider and/or its licensors. This Agreement does not transfer any IP rights other than the limited license expressly set out herein.

9.2. Customer Content remains the property of the Customer. The Customer grants the Provider a limited, non-exclusive, revocable license to use the Content solely to provide and maintain the Service (storage, display, processing, backup). The Customer warrants that it has all necessary rights to the Content it uploads.

10. Term and Termination

10.1. This Agreement enters into force upon acceptance by the Customer and continues indefinitely until terminated under this Section.

10.2. The Customer may terminate at any time by sending notice to support@trainery.app.

10.3. The Provider may unilaterally terminate this Agreement and the Customer's access to the Service immediately, without refund of paid amounts, in case of material breach including breach of Section 4.4.

10.4. After termination, the Provider retains Customer Content for 30 (thirty) calendar days to allow export, after which it is deleted from production systems. Backups are destroyed within the following 30 days. Sections 7, 8, 9 and 11 survive termination with respect to events arising during the term.

11. Disputes and Governing Law

11.1. This Agreement is governed by the substantive law of Ukraine, without regard to conflict-of-laws principles.

11.2. All disputes are first attempted to be resolved by negotiation. Failing agreement, disputes are resolved by the courts at the Provider's place of registration, in accordance with Ukrainian procedural law on jurisdiction.

11.3. For Customers who are consumers (natural persons not acting as entrepreneurs), mandatory consumer-protection laws prevail over the provisions of this Agreement.

12. Changes to the Agreement

12.1. The Provider may unilaterally amend this Agreement by publishing the new version at trainery.app/terms at least 30 calendar days before the changes take effect.

12.2. If the Customer disagrees with the changes, it may terminate under Section 10.2 before the changes take effect. Continued use of the Service constitutes acceptance of the amended Agreement.

13. Provider Details