WodPod Services for Fitness Trainers
Terms and Conditions

Updated on June 6th, 2021

INTRODUCTION

These Terms and Conditions regulate the use of the Services (as defined below) offered by WodPod (as defined below) to the Fitness Trainer (as defined below), through the App (as defined below).
These Terms & Conditions constitute a legal agreement between the Fitness Trainer and WodPod.

The App and the Services are managed by WodPod s.r.l. with registered offices in Torino, Via Boggio, 83 - Tax ID and VAT number: 11744540011.
E-mail address to contact WodPod directly in relation to the App and/or the Services: help@wodpod.com
The online publication of these Terms & Conditions on the App is valid as making information available on a durable medium. Fitness Trainers can also save, on their own durable medium, these documents, in order to be able to consult them anytime.


1. DEFINITIONS

The following definitions will retain their value in both the singular and plural, in both lowercase and capital letters.

App: the free application available on App Store that can be downloaded and installed on Fitness Trainer’s device.

App Pro Account: all the identification data of the Fitness Trainer, which allow access to the App and to the Services.

Balance refers to the amount originated from sales and bonuses displayed in the Trainer’s profile and not yet cashed out

Coin or W-Coin refers to a value which can be purchased on the app or donated by WodPod exceptionally and is used to download training Programs from the Store.

Fitness Trainer or Trainer: the subject, aged 18 years or over, or the organization (i.e. company, business, etc.) who completed the Registration. The definition maintains the meaning both at masculine and feminine.

Movement or Move or Exercise means the specific exercise (push up, squat, etc.)

Parties: WodPod and the Fitness Trainer.

Privacy Notice: the information provided pursuant to UE General Data Protection Regulation as published on the App.

Registration: the registration procedure to create an App Pro Account.

Rights: the overall intellectual property rights as provided for by the applicable Italian legislation, including - by way of example and not exhaustively - the Law 22 April 1941 no. 633 - Protection of copyright and other rights related to its exercise; the articles 2575 and following of the civil code, etc.

Services: the services offered by WodPod to the Fitness Trainer and provided through the App, as fully described in Art. 4.

Terms & Conditions: these Terms and Conditions of service.

Trademarks: pursuant to Council Regulation (EC) no. 207/2009 of 26 February 2009: "any sign capable of being represented graphically, particularly words, including personal names, designs, letters, numerals, the shape of goods and their packaging, provided that such signs are capable of distinguishing the goods or services of one undertaking from those of other undertakings."

Trainer’s Profile: specific section of the App where the Fitness Trainer may view and manage all business activities

Video: the video in which the Fitness Trainer broadcasts himself, a Workout, or each single Move, in all cases uploaded on the App.

Training Program or Program: a specific fitness program generated by the Fitness Trainer through the App.

WodPod:  WodPod s.r.l. (as above identified).

WodPod Store: section of the App where end users may view and download the Training Program generated by WodPod and the Fitness Trainers

Workout: a specific training consisting of one or more moves that composes a Training Program.


2. APPLICABLE LAWS AND COURT JURISDICTION

These Terms and Conditions are governed by Italian law with the express exclusion of the provisions of private international law.

For anything not expressly provided in these Terms & Conditions, reference is made to the current laws in the Italian legal system.

For any disputes concerning the validity, execution or interpretation of these Terms & Conditions and their effects, the competent court will be the Court of Torino – Italy.


3. EXCLUSIONS
All subjects who do not qualify themselves as Fitness Trainers are explicitly excluded to complete the Registration.


4. SERVICES AND CONSIDERATION FOR WORK

The App provides a database containing a full range of Moves, classified by category.

After the Registration, thanks to the function “Create a Training Program”, the Fitness Trainer can select and sort – from the database – a list of Moves, thus creating one or more Workouts to compose one Training Program.

For each Training Program, the Fitness Trainer must complete the related form with a short description of such program.

Optionally, the Fitness Trainer can also upload his/her Videos on the App

The Fitness Trainer may also create a new move - if not already featured in the database - providing as mandatory name, muscles involved, attributes and a video representing the move

When the Training Program has been completed by the Fitness Trainer, it can be published on the App.

The Fitness Trainer can decide the price, to be paid by the App’s end users, to access the Training Program, for unlimited use, by picking from different options, in accordance with the App Store pricing matrix. Such price is expressed in the trainer’s local currency, and may vary slightly from country to country.

WodPod will recognize to the Fitness Trainer 30% of the local price paid by the end user for the Training Program - converted in Trainer’s currency, if it is sold In-App.  60% if it is sold via the weblink provided through the Share feature. Right after publication the Trainer will be prompted to share his/her Program. Anytime, by opening the view of his/her Program in the WodPod Store, the Trainer will have access to a specific button enabling the Share feature.

The Services provided by the App include a counter by which the Fitness Trainer can monitor the total amount accumulated, updated in real time.

When the Fitness Trainer reaches a total of 500.00 (five hundred) Euros equivalent in his/her local currency, the Fitness Trainer is authorized to request WodPod the payment of the remuneration due as consideration for work.

Such request must be sent to WodPod by the function “Cash Out” available on the App, in the Trainer’s Profile”; when the Fitness Trainer fill-in the request form, it is required to provide all the necessary information (e.g. fiscal code and/or VAT number or equivalent information based on the country of residence, bank account, etc.).

Only in case the Fitness Trainer is fiscally resident in Italy, the Fitness Trainer will have to issue the invoice or receipt indicating:

a) the gross amount (at least 500.00 Euros, which it is meant to include VAT and Taxes)

b) the amount of the withholding tax (20% on the gross amount) to be deducted from the gross amount and that WodPod will pay to the Treasury as withholding agent, if applicable

c) the net amount due to the Fitness Trainer

The Fitness Trainer will have to send the invoice uploading it on the App or via email.

WodPod will verify all the information provided in the invoice and:

1) in case of accordance among the invoice/receipt data and the ones provided by the Fitness Trainer during the Registration and if the amount indicated is equivalent to the amount due by WodPod,  the invoice/receipt will be paid within 30 days from the upload date

2) in case of no accordance among the invoice/receipt data and the ones provided by the Fitness Trainer during the Registration and/or if the amount indicated is not equivalent to the amount due by WodPod, the invoice/receipt will be rejected.

In such case, the reasons of rejection will be communicated to the Fitness Trainer’s by the e-mail and the Fitness Trainer will have to:

a) issue a credit note related to the incorrect invoice or cancel the receipt previously issued, uploading the new document through the App

b) issue a new correct invoice or receipt, uploading the document through the App.

Only in case of invoice/receipt rejected due to the incorrect information provided during the Registration (that means not in accordance with the ones in the invoice), before the issuing of the correct invoice/receipt, the Fitness Trainer will have to regularize the position following the instruction provided by WodPod.

When the invoice/receipt will be correctly issued, WodPod will proceed with the payment within 30 days from the upload date.


5. REGISTRATION AND USE OF THE APP AND OF THE SERVICES

To access the App and use the Services, the Fitness Trainer must complete the following procedure to create the App Pro Account:

a) complete the first registration on the App, as “End User”, filling in all the required information and accepting the related Terms of Service and declaring to have read the Privacy Notice

b) accepting these Terms & Conditions

c) fill-in the professional information (e.g. biography, training specialization, professional certifications if available) together with a photo.

The Fitness Trainer must provide the identification data:

1) if individual, as per the identity document

2) if organization, as per official denomination and through a registration made by the legal representative

Completing the Registration and accepting these Terms & Condition, the Fitness Trainer acknowledges that any indication of data of any third party than himself/herself or different organization, even if not referable to an existing subject, will forfeit any right deriving from the Registration; furthermore, if the data indicated by the user were attributable to an existing and identifiable third party (person or organization), the Fitness Trainer hold harmless WodPod with respect to any objection, claim, request for compensation made by such third parties.

Accepting these Terms & Conditions, the Fitness Trainer, as identified by the data filled-in during the Registration process, declares and guarantees:

a) That the information provided during Registration is true and correct.

b) To have freely decided to make the Registration to use the Services and the nonexistence of subordination relationship with WodPod.

c) To be aware that the Exercises used to compose Workouts and thus a Training Program are exclusive properties of WodPod.

d) To transfer to WodPod the exclusive Rights, in perpetuity and irrevocably, on any Training Program in case composed using the Exercises available on the App.

e) To understand and agree that WodPod will be the exclusive owner of all Rights on the Training Program in case composed using Exercises available on the App, in perpetuity.

f) To be the exclusive owner of the Rights related to the Video, in case uploaded on the App or available through a link, and to grant a free non-exclusive license to WodPod to broadcast or make available (through the link) such Video on the App, in perpetuity and without any limitation of territory and methods.

g) The non-existence of rights or claims of third parties relating to the Fitness Trainer, to the images, to voice and performances filmed in the Video.

h) To be aware that for the Video, if uploaded or linked through the App, he/she/organization will not be entitled to receive any compensation, indemnity or reimbursement from WodPod who have acquired a free non-exclusive license, as per the above letter g).

i) To be aware that until the amount due by WodPod will not reach 500.00 (five hundred) Euros, he/she/ organization is not allowed to claim the payment, as per procedure in Art. 4.

j) To be aware that these Terms & Conditions and the Services are governed by Italian law.

k) To be aware that WodPod can, any time, modify these Terms & Conditions, as per Art. 8.

l) To hold harmless and indemnify WodPod from any request, claim, action, burden, cost, and/or prejudice of third parties, in any way connected to image, voice, performance (in case of Video uploaded) or connected to each Training Program uploaded  that would make less or prevent WodPod the Rights related to the Video and/or to each Training Program.

Upon completion of the Registration, the Fitness Trainer can use the functionalities offered by the App and the Services, and receives a unique alphanumeric invitation code.

The Fitness Trainer may invite other professionals to register to WodPod using the provided code.

€ 100 (one hundred euros) - or Trainer’s currency equivalent - will be credited to all the professionals who register using a Fitness Trainer’s valid invitation code, thus becoming affiliates. The Fitness Trainer will earn 5% of the local price paid by the end user for the Training Program - converted in Trainer’s currency - generated by her/his affiliate. Earnings will be recognized for the 1st year (365 days) of activity, starting from the date of affiliate’s registration and will be added to the Fitness Trainer’s balance.


6. INTELLECTUAL PROPERTY RIGHTS

The App and its content, included the Exercises, are property of WodPod.

Unless expressly stated to the contrary, the copyright and other intellectual property Rights (such as, design rights, Trademarks, patents etc.) related to the App and its content remain the property of WodPod.

The content of the App, including text and images, may not be printed, copied, reproduced, republished, downloaded, posted, displayed, modified, reused, broadcast or transmitted in any way.

The use or the Services, included the function “Create a Training Program”, provided by the App, do not constitute, for the Fitness Trainer, authorization or license to use the Right property of WodPod.


7. MODIFICATION TO THE APP AND SERVICES INTERRUPTION

WodPod reserves the right, at any time, to modify or suspend, temporarily or permanently, the Services or certain conditions of the Services as offered to the Fitness Trainer, giving timely notice to the Fitness Trainer by e-mail and, if possible, by push notification through the App.

Only in case of suspension of the Services due to force majeure or to unexpected interruption of the Service (e.g. overflow, malfunctioning of the systems, etc.), WodPod will not be able to inform in advance the Fitness Trainer; in such case, WodPod will notice the Fitness Trainers when the Services will be restored.

The Fitness Trainer is aware and agrees that WodPod shall in no way be held liable to him/her/organization and/or to third parties for the modification, suspension or termination of Services or of the App.


8. MODIFICATION TO THESE TERMS AND CONDITIONS

WodPod reserves the right, at any time, to modify these Terms & Conditions giving notice to the Fitness Trainer at least 30 days before the application of the modifications and requesting specific acceptance to the Fitness Trainer. In case of no acceptance, the Fitness Trainer will be able to cancel his/her/organization App Pro Account for free and the usage of the App and the Services will be suspended. If the Fitness Trainer cancel his/her App Pro Account, all the Training Programs uploaded by the Fitness Trainer will be maintained available on the App, since the related Rights will have been already transferred to WodPod from the Fitness Trainer.

Given that no fee is now required by WodPod to the Fitness Trainer for Registration, usage of the App and the Services, WodPod reserves the right, at any time, to request a fee for the usage of additional and facultative services possibly available in the future; in such case, the use of additional services to be paid by the Fitness Trainer will require a specific acceptance by the Fitness Trainer.


9. APP PRO ACCOUNT CANCELLATION

WodPod has the right, at any time, to cancel the Fitness Trainer’s App Pro Account in case of violation of these Terms & Conditions, giving notice to the Fitness Trainer; in this case, the Fitness Trainer has no right to claim the equivalent amount eventually accumulated until the cancellation and related to the Training Programs in case uploaded through the App.

The Fitness Trainer has the right, at any time and for free, to cancel his/her App Pro Account; in this case, if the Fitness Trainer has already accumulated an amount of at least 500.00 (five hundred) Euro, related to the Training Programs uploaded through the App, such amount must be claimed by the Fitness Trainer, as per Art. 4, before the cancellation.

In both cases of cancellation, as above detailed, all the Training Programs in case uploaded by the Fitness Trainer will be maintained available on the App, since the related Rights will have been already transferred to WodPod from the Fitness Trainer.


10. MISCELLANEOUS

The Parties will maintain their managerial and operational autonomy during the activities carried out respectively within the Terms & Conditions.

WodPod cannot be held responsible for any malfunctioning of the hardware, software used by the Fitness Trainer that prevent to use the Services.