10. Gym Onboarding Agreement

Preamble This Gym Onboarding Agreement ("Agreement") is entered into between Waiver2.0 OÜ (registry code 17624360, Sepapaja tn 6, Lasnamäe linnaosa, 15551 Tallinn, Harju maakond, Estonia) / waiver2.com ("Platform Provider") and the Gym entity completing the onboarding process ("Gym"). This Agreement governs the operational and legal relationship between the Platform Provider and the Gym in connection with the Gym's use of the Waiver2.0 Platform. This Agreement must be read in conjunction with the complete Waiver2.0 Legal Compliance Suite, all documents of which are incorporated herein by reference, including the Privacy Policy, the Data Processing Agreement (Doc #6), and the Terms of Use. In the event of any conflict between this Agreement and any other document in the Compliance Suite, this Agreement shall prevail with respect to the operational relationship between the parties. 1. Definitions 1.1 "Platform" means the Waiver2.0 forensic digital waiver and compliance management system, including all associated modules, APIs, forensic infrastructure, and legal compliance tools. 1.2 "Gym" means the fitness facility, sports club, training center, or equivalent entity that has completed the Waiver2.0 onboarding process and accepted this Agreement. 1.3 "Athlete" means any individual who signs a waiver or contract via the Platform in connection with the Gym's services. 1.4 "Forensic Record" means the tamper-evident, SHA-256 hashed, server-timestamped digital record generated by the Platform upon completion of a signing event. 1.5 "Compliance Suite" means the complete Waiver2.0 Legal Compliance Suite, comprising the twelve documents published at athlete.waiver2.com/legal. 1.6 "Subscription Plan" means the plan selected and paid for by the Athlete at the time of registration, through Paddle.com, the reseller and Merchant of Record for all Waiver2.0 orders: the Standard plan, or the Premium plan, which cannot be chosen at present. 1.7 "Gym Representative" means the individual designated by the Gym as the accountable person for Platform compliance, whose details are registered in the Gym's Waiver2.0 account profile. 2. Tool and Template Text — Not Legal Advice 2.1 The Platform provides software and template legal text — including the jurisdiction-specific clause blocks described in the Privacy Policy and assembled into each Athlete's waiver — for the Gym's use in the manner set out in this Agreement and the Compliance Suite. Waiver2.0 is not a law firm, does not practise law in any jurisdiction, and does not provide legal advice to the Gym or to any Athlete. 2.2 The Gym is solely responsible for determining whether the waiver, as configured through the Platform, is suitable for its own activities, facilities, and the jurisdiction in which it operates, and is encouraged to have the waiver reviewed by its own independent legal counsel before relying on it. 2.3 Waiver2.0 does not warrant that the waiver, or any part of it, will be enforceable in any particular dispute; enforceability is a matter for the competent court or tribunal, applying the law that governs that dispute. 3. Platform Services & Access 3.1 Waiver2.0 grants the Gym free, unlimited access to the Platform for the purpose of facilitating Athlete waiver generation and compliance management. The Gym's access under this Agreement is free of charge in every respect, as set out in Section 6. 3.2 The Gym's access to the Platform includes: The ability to onboard Athletes and facilitate the waiver signing workflow. Access to the Gym's own forensic record dashboard for all Athletes registered under the Gym. Access to the Incident Report (IR) Module for forensic documentation of incidents in accordance with SOP-24, where it is available (it is not offered at present; see Section 3.3). Access to the Audit Trail & Compliance Package for legal verification and insurance purposes. Access to all documents comprising the Compliance Suite. 3.3 The features available to each Athlete via the Platform are determined exclusively by the Athlete's individual subscription plan: Standard Plan Athletes: Forensic waiver generation, audit trail retained until the applicable limitation period expires (see Privacy Policy, Section 5), IR Module access. Premium Plan Athletes (the Premium plan cannot be chosen at present): All Standard features plus Digital Vault archival (retained per the Privacy Policy, Section 5) and MCD module access. Availability: the IR Module, Digital Vault archival and the MCD module are not offered at present. At present, both plans provide forensic waiver generation and the audit trail described above. 3.4 The Gym acknowledges that it has no authority to restrict, override, or limit any feature to which an Athlete is entitled under their individual subscription plan, including but not limited to MCD module access for Premium Plan Athletes where the MCD module is offered. 3.5 Waiver2.0 reserves the right to update, modify, or enhance Platform features with reasonable prior notice to the Gym. Material changes that reduce existing functionality will require the Gym's explicit acceptance. 4. Gym Obligations 4.1 The Gym must: Designate a named Gym Representative responsible for Platform compliance prior to activating the service. Ensure that all staff members who access or use the Platform are trained in its correct use prior to commencing. Use the Platform exclusively for lawful purposes and in accordance with the Compliance Suite. Ensure the accuracy of the information it enters into the Platform's onboarding and configuration form (26 sections), including the Gym's registered country and, where applicable, state or province, since this determines which jurisdiction-specific clause block is assembled into each Athlete's waiver. Comply with SOP-24 in full, including the 24-Hour Rule for incident reporting. Comply with the Media Capture Protocol (Doc #9) in full, including designated zone requirements and the absolute prohibition on capture of minors. Treat any medical alert or other health information the Platform discloses to it as an independent Data Controller of that information, in accordance with Section 11. Provide accurate, current, and complete information at the time of onboarding and update such information promptly upon any change. Maintain the confidentiality and security of all login credentials and access tokens. Ensure that Athletes are provided with a clear opportunity to review all relevant documents prior to signing. Require every Athlete to sign directly through the Platform; not require, invite, or permit any Athlete to sign a waiver through a third party acting on the Gym's behalf. Permit Athletes to exercise all rights arising from their individual subscription plan, including, where the MCD module is offered, MCD module activation for Premium Plan Athletes. 4.2 The Gym must not: Attempt to circumvent, reverse-engineer, or tamper with any aspect of the Platform's forensic architecture. Use the Platform to generate fraudulent, inaccurate, or misleading documents. Share access credentials with unauthorized third parties. Use personal data obtained through the Gym-facing platform functions for any purpose other than those permitted under the Data Processing Agreement (Doc #6). Make any representation to Athletes, insurers, or third parties regarding the Platform's capabilities that is inconsistent with the Compliance Suite. Obstruct, discourage, or prevent any Athlete from exercising any right to which they are entitled under their subscription plan. Charge Athletes any additional fee in connection with their use of the Waiver2.0 Platform or any feature thereof. 4.3 The Gym acknowledges that the forensic value of all records generated via the Platform is directly dependent on the accuracy, completeness, and timeliness of the data entered by Gym staff. Waiver2.0 bears no responsibility for the quality or accuracy of data entered by the Gym. 5. Platform Provider Obligations 5.1 Waiver2.0 will: Provide the Platform in accordance with the technical specifications set out in the Audit Trail & Compliance Package (Doc #7). Maintain the forensic integrity of all records generated via the Platform for the duration of the applicable retention period. Provide the Gym with access to export copies of all Forensic Records upon written request. Notify the Gym without undue delay, and in any event within 72 hours of becoming aware of any confirmed or suspected data breach affecting the Gym's data, as set out in Section 9 of the Data Processing Agreement and Section 8.5 of the Privacy Policy. Provide reasonable technical support in response to queries submitted via support@waiver2.com within 5 business days. Keep the documents comprising the Compliance Suite up to date and notify the Gym of any material amendments. 5.2 Waiver2.0 does not warrant that: The Platform will be available without interruption at all times. Scheduled maintenance will be communicated with reasonable prior notice. The Platform will be free from all errors or defects, although Waiver2.0 will use reasonable efforts to resolve material defects promptly. The Forensic Records generated via the Platform will be accepted as evidence in every legal proceeding in every jurisdiction; admissibility and weight are ultimately determined by the relevant court or tribunal. 6. No Fees for the Gym 6.1 The Gym's use of the Platform under this Agreement is, and will remain, entirely free of charge. Waiver2.0 will not introduce any fee, charge, or condition of payment for the Gym's access to the Platform at any time. 6.2 The Platform is funded exclusively by the individual subscriptions that Athletes pay for themselves, through Paddle.com as Merchant of Record (the Standard tier, or the Premium tier, which cannot be chosen at present; described in the Privacy Policy and Terms of Use). No part of an Athlete's subscription is a fee charged by, through, or on behalf of the Gym, and the Gym never receives, collects, or handles any part of it. 6.3 The Gym has no financial obligation to Waiver2.0 under this Agreement, now or at any future time. The Gym's obligations under this Agreement are exclusively operational and compliance-based, as set out in Section 4. 6.4 The Gym must not represent to Athletes or third parties that any cost associated with an Athlete's Waiver2.0 subscription is a gym charge, facility fee, or any other cost attributable to the Gym. 7. Intellectual Property 7.1 The Platform, including its forensic architecture, document templates, legal compliance methodology, and technical infrastructure, is operated by Waiver2.0 OÜ (Estonia) under licence from its owner; all intellectual property rights in it are protected under applicable intellectual property law. 7.2 The Gym is granted a limited, free, non-exclusive, non-transferable license to use the Platform solely for the purposes described in this Agreement. No ownership rights are transferred. 7.3 The Gym retains ownership of the information it enters about itself (the Gym's configuration and business details). Athlete personal data is not owned by the Gym: it is processed by Waiver2.0 as set out in the Privacy Policy (Section 3) and Section 11 of this Agreement. 7.4 The Gym must not reproduce, adapt, copy, or distribute any part of the Platform, its templates, or the Compliance Suite without the express written authorization of Waiver2.0. 8. Limitation of Liability 8.1 To the maximum extent permitted by applicable law, Waiver2.0's total liability to the Gym under or in connection with this Agreement shall not exceed USD 100. 8.2 Waiver2.0 is not liable for any indirect, consequential, special, or punitive damages, or for any loss of profit, revenue, business, or goodwill, arising from the Gym's use of or inability to use the Platform. 8.3 Waiver2.0 is not liable for any loss, claim, or liability arising from: The Gym's failure to comply with SOP-24 or any other document in the Compliance Suite. Inaccurate, incomplete, or fraudulent data entered into the Platform by Gym staff. The Gym's failure to obtain valid consent from Athletes prior to data collection or media capture. Third-party legal claims arising from the Gym's operational decisions, regardless of whether those decisions are documented on the Platform. Force majeure events including but not limited to natural disasters, cyberattacks on third-party infrastructure, or governmental actions. 8.4 Nothing in this Section excludes or limits any liability that cannot lawfully be excluded under applicable mandatory law. In particular: 🇦🇺 Australia: Non-excludable consumer guarantees under the Australian Consumer Law, and protections under the unfair contract terms provisions of the Australian Consumer Law and the Australian Securities and Investments Commission Act 2001 (Cth), where they apply to this Agreement. 🇨🇦 Canada: Non-waivable rights under applicable provincial consumer protection legislation. 🇺🇸 United States: Non-waivable state consumer protection rights. 8.5 Nothing in this Section excludes liability for fraud, gross negligence, or willful misconduct, or for death or personal injury caused by negligence where applicable law prohibits the exclusion of such liability, in any jurisdiction. 9. Indemnification 9.1 The Gym shall indemnify, defend, and hold harmless Waiver2.0, its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or relating to the following, except to the extent that the claim, damage, loss, cost or expense is caused by Waiver2.0's own breach of this Agreement or negligence: The Gym's breach of any obligation under this Agreement or the Compliance Suite. Any claim by an Athlete, insurer, or regulatory authority arising from the Gym's operational conduct, staff actions, or failure to comply with applicable law. Any unauthorized use of the Platform by the Gym or its staff. Any data breach arising from the Gym's failure to maintain adequate security at its operational level. Any obstruction of an Athlete's rights under their subscription plan, including MCD access rights where the MCD module is offered. 10. Confidentiality 10.1 Each party agrees to maintain the confidentiality of the other party's proprietary and commercially sensitive information disclosed in connection with this Agreement. 10.2 Waiver2.0's proprietary information includes, without limitation, its forensic architecture, hashing methodology, and the content and structure of the Compliance Suite. 10.3 The Gym's confidential information includes, without limitation, incident records and operational details. Athlete personal data is handled in accordance with the Privacy Policy and, for the Gym-facing platform functions, the Data Processing Agreement (Doc #6). 10.4 Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law or court order. 11. Roles, Independence & Survival 11.1 The Privacy Policy describes four purposes for which Waiver2.0 processes Athlete information, and the capacity in which Waiver2.0 acts for each (Privacy Policy, Section 3). The Data Processing Agreement (Doc #6) applies only to the Gym-facing platform functions described there — the Gym's dashboard, its list of registered Athletes, and notifications to the Gym about an Athlete's subscription status or renewal. It does not apply to the creation, sealing, or preservation of the evidentiary record, or to the disclosure of the Athlete's information — including health information — to the Gym. 11.2 For the information Waiver2.0 discloses to the Gym, including any health information disclosed under the Athlete's separate consent and any medical alert generated for the Gym, the Gym is an independent Data Controller of what it receives, and is responsible for the lawfulness of its own further use of that information. 11.3 Waiver2.0 is an independent third-party record-keeper. It is not a party to the waiver, takes no side in any dispute, and does not certify facts. It records what was signed, when, and how — and preserves it in tamper-evident form. 11.4 Termination of this Agreement does not affect the sealed evidentiary record of any waiver already signed, or any Athlete subscription already in force. Sealed records continue to be preserved in accordance with the Privacy Policy (Section 5), and active Athlete subscriptions continue to be honoured for the remainder of their 12-month plan, regardless of the Gym's termination. 11.5 The Gym has no authority to instruct Waiver2.0 to delete, alter, or otherwise interfere with the evidentiary record of any waiver, whether before or after termination of this Agreement. That record is created, sealed, and preserved by Waiver2.0 as an independent Data Controller, not on the Gym's instructions. 12. Term & Termination 12.1 This Agreement commences on the date the Gym completes the onboarding process and accepts this Agreement, and continues indefinitely until terminated in accordance with this Section. 12.2 Either party may terminate this Agreement: At any time by giving 30 days' prior written notice to the other party. Immediately upon written notice if the other party commits a material breach that is not remedied within 14 days of written notice. Immediately upon written notice if the other party becomes insolvent, enters administration, or ceases to trade. 12.3 Waiver2.0 may suspend or terminate the Gym's access to the Platform immediately and without notice if: The Gym is found to be using the Platform for fraudulent, unlawful, or abusive purposes. The Gym's conduct poses an immediate risk to the privacy or safety of Athletes or third parties. The Gym persistently obstructs Athletes from exercising rights under their subscription plans. 12.4 Upon termination: The Gym's access to the Platform will be deactivated. Personal data continues to be handled in accordance with Section 11 (Roles, Independence & Survival) and the Privacy Policy. The Gym may request export copies of all Forensic Records within 30 days of termination. Active Athlete subscriptions will continue to be honoured for the remainder of their 12-month plan, regardless of Gym termination (Section 11.4). Clauses 7 (Intellectual Property), 8 (Limitation of Liability), 9 (Indemnification), 10 (Confidentiality), 11 (Roles, Independence & Survival), and 16 (Governing Law) survive termination. 13. Audit & Compliance Rights 13.1 Waiver2.0 reserves the right to audit the Gym's compliance with this Agreement and the Compliance Suite upon reasonable prior notice of no less than 7 days. 13.2 The Gym must cooperate fully with any audit conducted by Waiver2.0 or by a regulatory authority. 13.3 Where an audit reveals material non-compliance, Waiver2.0 may require the Gym to implement a remediation plan within 30 days, failing which Waiver2.0 may terminate this Agreement with immediate effect. 14. Amendments 14.1 Waiver2.0 may amend this Agreement from time to time. Material amendments will be notified to the Gym with no less than 30 days' prior written notice. 14.2 The Gym's continued use of the Platform following the effective date of any amendment constitutes acceptance of the amended terms. 14.3 Waiver2.0 keeps a copy of each version of this Agreement and of the version in force when the Gym accepted it, available to the Gym on request. 15. Entire Agreement 15.1 This Agreement, together with the complete Waiver2.0 Legal Compliance Suite incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof. 15.2 No variation to this Agreement shall be effective unless made in writing and accepted by both parties in accordance with the Platform's versioning and audit trail requirements. 16. Governing Law & Dispute Resolution 16.1 This Agreement is governed by the laws of Estonia, subject to the mandatory application of applicable local law in each jurisdiction in which the Gym operates, to the extent such law cannot be excluded by agreement. 16.2 The parties submit to the exclusive jurisdiction of the Harju County Court (Harju Maakohus), Tallinn, Estonia, for any dispute arising out of or in connection with this Agreement, without prejudice to any mandatory local law that entitles the Gym to bring or defend proceedings elsewhere and that cannot be excluded by agreement. 16.3 The parties agree to attempt good faith negotiation prior to initiating litigation or formal proceedings. 16.4 Jurisdiction-Specific Mandatory Rights: 🇦🇺 Australia: Gyms retain all non-excludable rights under the Australian Consumer Law and may refer disputes to the ACCC or relevant state fair trading authority. 🇨🇦 Canada: Gyms retain all non-waivable rights under applicable provincial business and consumer protection legislation. 🇺🇸 United States: Gyms retain all applicable non-waivable rights under state commercial and consumer protection law. Last updated: 8 November 2026.