This Partner Coach Agreement (the "Agreement") is entered into by and between Sole Proprietor Liliia Vasylenko (hereinafter the "Platform") and any individual or entity registered on the Platform as a Partner Coach (hereinafter the "Partner").
Electronic Acceptance (Clickwrap)This Agreement is a Public Offer. Acceptance is confirmed when the Partner checks the box "I have read and agree to the Partner Coach Agreement" and clicks the confirmation button during their first login to the Coach Dashboard. This digital action constitutes a legal equivalent of a handwritten signature and confirms unconditional consent to all terms herein.
1. DEFINITIONS● Site: The website located at https://limaxsport.com.● Platform: The proprietary software complex providing infrastructure for interaction between Partners and their Clients.● Partner (Partner Coach): A fitness professional using the Platform’s tools to provide their own coaching services.● Client: An individual who pays for a Membership to access the Platform to receive services from a Partner.● Coach Dashboard: The private section of the Platform for Partners to manage Clients, create Content, and track earnings.● Partner Content: All materials uploaded by the Partner (GIFs, exercise descriptions, training plans).● Token: An internal accounting unit used to calculate the Partner's commission. The value of a Token is pegged 1:1 to the currency of the Client’s transaction:- For payments made in Ukrainian Hryvnia: 1 Token = 1 UAH.- For payments made in US Dollars: 1 Token = 1 USD.
2. SCOPE OF THE AGREEMENT2.1. Infrastructure Access: The Platform provides the Partner with free access to the Coach Dashboard. The Partner uses these tools to provide independent coaching to their Clients.2.2. Independent Contractor Status: The Partner is an independent contractor, not an employee or agent of the Platform.2.3. Legal Separation: This Agreement governs the relationship between the Platform and the Partner. Relationships between the Partner and their Clients are governed by separate private arrangements.
3. RIGHTS AND OBLIGATIONS
3.1. The Platform shall:● Provide secure access to the Coach Dashboard.● Maintain Platform functionality and store Partner Content.● Accrue Tokens to the Partner’s balance based on Client payments.● Process payout requests by converting Tokens to UAH.
3.2. The Partner shall:● Provide accurate contact and tax information (Tax ID, IBAN).● Maintain active Sole Proprietor (ФОП) status. The Partner acknowledges that payouts are only possible to a verified business (ФОП) account.● Independently attract and manage their own Clients.● Be solely responsible for the quality and safety of their coaching.● Grant the Platform a non-exclusive license to use their public profile (photo, bio) for marketing and coach-matching purposes.
4. FINANCIAL TERMS & PAYOUTS4.1. Commission: For every Membership paid by a Partner's Client, the Platform accrues a commission in Tokens.4.2. Rate: The percentage is determined individually during registration and fixed in the Coach Dashboard settings.4.3. Payout Process: * The Partner submits a withdrawal request via the Dashboard.● The Platform processes the payout within 7 business days.● Strict Policy: Payouts are made exclusively via bank transfer to the Partner’s Sole Proprietor (ФОП) bank account. No payments will be made to personal cards or third-party accounts.
5. INTELLECTUAL PROPERTY5.1. Platform IP: The code, design, and structure of the Platform belong exclusively to the Provider.5.2. Partner IP: Original animations, plans, and methodologies uploaded by the Partner remain the Partner's intellectual property.5.3. Limited License: The Partner grants the Platform a free license to host and display their Content solely for the purpose of serving that Partner’s Clients.
6. ARTIFICIAL INTELLIGENCE (AI) USAGE6.1. Gemini Integration: The Platform provides an AI tool (Google Gemini) to help Partners generate workouts for their Clients.6.2. Usage Limits: A base limit of one (1) AI-powered generation per unique Client per day is established.6.3. Custom Prompts: Partners may request custom fitness strategies for AI generation, subject to the Platform’s technical availability.
7. TERMINATION AND DATA DELETION
7.1. Partner-Initiated Termination:● Immediate Deletion: Available only if the Partner has enough Tokens on their balance to refund all Clients with active Memberships.● Delayed Deletion: The profile remains active until the last active Client Membership expires. The Partner must fulfill their obligations to those Clients.
7.2. Platform-Initiated Termination: The Platform may terminate this Agreement and delete the Partner's profile for:● Material breach of terms.● Damage to the Platform’s reputation.● Multiple justified Client complaints.● Inactivity (no active Clients) for six (6) consecutive months.
8. LIABILITY8.1. Quality of Service: The Platform is not liable for the quality of the Partner's coaching or the health outcomes of the Clients.8.2. Medical Assumption: The Partner must operate under the assumption that their Clients have consulted a physician. Neither Party is liable for health damages resulting from the Client’s pre-existing medical conditions.
9. OWNER DETAILSSole Proprietor: Liliia VasylenkoTax ID: 3510406789Address: Apt 62, 51 Bilohorodska St, Bldg 6, Boyarka, Kyiv Region, 08153, Ukraine.Email: moc.liamg%40trops.xam.ylilPhone: +380663962022