Terms and Conditions

Effective Date: 20th March 2025

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MASTER TERMS AND CONDITIONS FOR THE TRAINER

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These terms and conditions (“Agreement ”) govern the relationship between AMTAP FZE LLC, a company incorporated in the United Arab Emirates with trade license number 4412992.01 and a registered office at Business Centre, Sharjah Publishing City Free Zone, Sharjah, United Arab Emirates (“UAE”) (such company hereinafter referred to as "AMTAP") and me, the undersigned (“Trainer”, “I” or “me”), in connection with the creation, uploading, provision, and sale or subscription of fitness and sports exercise content, including but not limited to videos, images, programs, and other visual and audio media ("Digital Properties"), on applications (“Apps”) owned and operated by AMTAP.

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By creating, uploading, or making available Digital Properties on the Apps and engaging in any other activities or services pursuant to relationship with AMTAP, I agree to be bound by these, along with any additional policies, guidelines, or agreements referenced herein or incorporated by reference. By signing the Agreement, I agree that it constitutes a legally binding agreement between AMTAP and me, regulating all aspects of our relationship.

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The Apps are designed for download and use on mobile devices, smartwatches, tablets, and other electronic devices.

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AMTAP and Trainer are collectively hereinafter referred to as the “Parties” and individually as “Party”. 

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  1. ONBOARDING, QUALIFICATIONS, AND VERIFICATION

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  1. By signing the Agreement, the Trainer consents to AMTAP collecting, storing, and processing personal information provided during the onboarding process, including but not limited to identification documents, qualification certificates, bank account details, and any other information necessary for verification, payment purposes, and compliance with the applicable laws. Such information will be handled in accordance with applicable data protection laws and AMTAP's internal privacy policies. The Trainer also agrees to promptly notify AMTAP in writing of any changes to the information or documents provided during onboarding.

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  1. AMTAP reserves the right to conduct relevant background checks and verify the authenticity of all documents and information provided by the Trainer during onboarding. This includes validating identity through government-issued identification and, where necessary, third-party verification services. Failure to cooperate with such checks or audits may result in immediate suspension or termination of the Trainer’s account on the Apps at AMTAP’s sole discretion and its relationship with AMTAP.

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  1. If any documents or information provided by the Trainer are found to be false, misleading, or fraudulent, this shall constitute a material breach of this Agreement. In such cases: (a) AMTAP reserves the right to terminate this Agreement immediately without any liability for payment to the Trainer; (b) The Trainer shall indemnify AMTAP for any losses, damages, or claims arising out of or in connection with the false information provided; and (c) AMTAP shall have the right to withhold any outstanding payments due to the Trainer.

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  1. The Trainer agrees to maintain all relevant qualifications and certifications required to act as a personal trainer in both their country of residence and the UAE throughout the term of this Agreement. The Trainer may be located either within or outside the UAE but must, at all times and regardless of their place of residence, meet the qualifications, standards, and requirements applicable in the UAE, as well as comply with AMTAP’s policies (as issued and updated from time to time).

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If the Trainer resides within the UAE, they represent and warrant that they are legally authorized to work in the UAE, in full compliance with all applicable visa, residency, and labor requirements. If the Trainer resides outside the UAE, they represent and warrant that they are validly authorized to reside and work in their country of residence, in compliance with all applicable local laws, including fitness qualifications and legal requirements for trainers in that jurisdiction.

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AMTAP assumes no responsibility for ensuring the Trainer's compliance with visa, residency, or labor requirements, whether within or outside the UAE. The Trainer acknowledges that obtaining and maintaining valid visa, residency, or work authorization is solely their responsibility. Additionally, the Trainer must promptly renew any certifications prior to their expiration and provide updated proof of compliance to AMTAP upon request. Failure to maintain valid qualifications, legal eligibility, or compliance with UAE fitness standards shall constitute a material breach of this Agreement.

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  1. The Trainer shall adhere to all professional standards, codes of conduct, and applicable regulations governing personal/fitness trainers in the UAE. Any behavior deemed unprofessional, unethical, or in violation of the applicable laws or regulations may result in immediate termination of this Agreement.

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  1. AMTAP reserves the right to conduct random audits to ensure the Trainer’s compliance with the requirements set out in this Agreement. The Trainer shall cooperate fully and provide any requested documentation or information during such audits. Failure to comply with audit requirements may result in suspension or termination of this Agreement.

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  1. EXCLUSIVITY AND DIGITAL PROPERTIES

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  1. Notwithstanding the termination of this Agreement, all Digital Properties created by the Trainer shall be exclusively for use on the Apps owned and operated by AMTAP and shall remain the sole and exclusive property of AMTAP at all times, including post termination of this Agreement. The Trainer agrees not to upload, share, or distribute the Digital Properties, in whole or in part, on any other platform, website, application, social media account (including the Trainer’s own accounts), or through any third party, without the prior written consent of AMTAP (including after the termination of the relationship with AMTAP).

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  1. The Digital Properties must adhere to the guidelines provided by AMTAP and comply with all applicable laws, regulations, and industry standards. The Trainer agrees that the content he/she uploads/ provides shall be of high quality, visually and audibly aesthetic, and in accordance with the design parameters, guidelines, and compatibility requirements of the Apps, ensuring proper visibility and usability. It is hereby clarified that the Trainer is responsible for ensuring that the content meets these requirements prior to submission. Further, the Trainer agrees that the Digital Properties shall not include any profane language, obscene gestures, or content that is religiously, racially, sexually, or otherwise discriminatory, offensive, or inappropriate.

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  1. The Trainer agrees and acknowledges that the creation and production of the Digital Properties, including any associated costs, equipment, space, or resources required for shooting, shall be the sole responsibility of the Trainer. AMTAP shall not be obligated to provide any equipment, facilities, or financial support for the creation of such content or Digital Properties.

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  1. The Trainer agrees that the AMTAP reserves the sole discretion to review, approve, or reject any Digital Properties to ensure they meet quality, relevance, and compliance standards. AMTAP also reserves the right to request changes or amendments to any Digital Properties, as well as to delete or modify any published content, at its sole discretion. The Trainer shall implement any amendments requested by AMTAP to ensure compliance with its standards at their own cost and expense. 

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  1. AMTAP shall complete an initial review of the submitted Digital Properties promptly. AMTAP may either approve the content for publication on the Apps or request specific amendments. Any additional revision requests shall be communicated in writing to the Trainer The Trainer agrees to address and resubmit any requested amendments within the timeline specified by AMTAP at their own cost and expense.

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  1. AMTAP’s approval of the Digital Properties shall serve as confirmation for their publication on the Apps. Once approved, the Trainer shall not modify the content without obtaining prior written approval from AMTAP. AMTAP reserves the right to request further modifications or delete content at any time if it is found to violate AMTAP’s standards or applicable laws.

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  1. INTELLECTUAL PROPERTY RIGHTS

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  1. For the purposes of this Agreement, "Intellectual Property Rights" includes, without limitation, all current and future copyrights, trademarks, trade secrets, patents, designs, database rights, and other proprietary rights, whether registered or unregistered, as well as any ideas, concepts, designs, methods, processes, techniques, inventions, or improvements embodied in or arising from any work created, produced, or delivered by the Trainer on the Apps. This includes all Digital Properties, enhancements, modifications, and derivative works. Intellectual Property Rights also extends to all adaptations, translations, and any other forms of content created for the Apps.

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  1. The Trainer agrees that AMTAP shall be the sole and exclusive owner of all Intellectual Property Rights in and to the Digital Properties from the moment of creation, including any enhancements, modifications, or derivative works. The Trainer hereby irrevocably assigns to AMTAP any and all rights, title, and interest they may have in the Intellectual Property Rights associated with the Digital Properties, both now and in the future, worldwide and in perpetuity.

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  1. To the extent permissible by law, the Trainer irrevocably waives any moral rights in the Digital Properties, including the right to attribution, the right to maintain the integrity of the work, and any other rights that could otherwise limit AMTAP’s exclusive ownership, usage, or modification of the Intellectual Property Rights within the Digital Properties.

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  1. The Trainer shall not reproduce, distribute, display, license, sell, or otherwise exploit the Digital Properties or any associated Intellectual Property Rights outside of the Apps without AMTAP’s prior written consent. The Trainer agrees not to upload or use any Digital Properties or associated Intellectual Property Rights on any other platform, media outlet, or in any other capacity. The Trainer further agrees not to transfer, assign, or sublicense any rights in the Intellectual Property Rights (including Digital Properties) to third parties.

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  1. The Trainer represents and warrants that all Digital Properties and related Intellectual Property Rights created, uploaded, or provided on the Apps: (a) are original works of the Trainer; (b) do not infringe upon any third-party Intellectual Property Rights; and (c) are compliant with all applicable laws and regulations.

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  1. The Trainer agrees to indemnify and hold AMTAP harmless from any claims, damages, or liabilities, including reasonable legal fees, arising out of any alleged or actual infringement of third-party Intellectual Property Rights related to the Digital Properties.

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  1. FEES AND PAYMENT

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  1. AMTAP shall be entitled to a commission (the “Commission”) on each sale or subscription of the Digital Properties made through the Apps by clients/ users. The Commission rate shall be 10 % (ten per cent) of the gross revenue generated from each sale or subscription of the Digital Properties. AMTAP reserves the right to adjust the Commission rate at its sole discretion, provided that prior written notice is given to the Trainer.

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  1. The Trainer shall be paid net earnings which shall be calculated as the gross amount paid by clients/ users for the Digital Properties, less the Commission, applicable taxes, transaction fees, refunds, cancellations, free trial period if any offered and any other deductions specified in this Agreement or communicated by AMTAP (“Net Earnings”). It is hereby clarified that Commission and applicable taxes shall be collected and payable by the clients/ users.

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  1. AMTAP shall disburse the Net Earnings to the Trainer on a monthly basis, subject to any minimum payout thresholds set by AMTAP. Payments shall be made to the payment method designated by the Trainer in their account. AMTAP shall not be liable for delays in payment resulting from incorrect or incomplete payment details provided by the Trainer.

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  1. The Trainer acknowledges and agrees that any third-party payment processing fees, including bank transfer or currency conversion fees, shall be deducted from the Net Earnings before disbursement. AMTAP shall not be responsible for any additional fees imposed by the Trainer’s financial institution or payment provider.

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  1. For subscription-based sales of the Digital Properties, AMTAP shall calculate the Commission based on the subscription fee paid by clients/ users at each renewal period. The Trainer’s Net Earnings shall be calculated and disbursed on a pro-rata basis for any partial subscription periods, as applicable.

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  1. REPRESENTATIONS AND WARRANTIES 

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         The Trainer hereby agrees, represents, and warrants that he/she:

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  1. possesses the necessary skills, qualifications, certifications, and licenses required to design, create, and deliver the Digital Properties on the Apps and to operate as a professional fitness trainer in the UAE in compliance with all applicable laws, regulations, and industry standards;

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  1. has obtained and will maintain any registrations or certifications required, including but not limited to registration with the Register of Exercise Professionals UAE (“Reps UAE”), and will provide documentation to AMTAP upon request;

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  1. will conduct themselves in a professional manner that reflects positively on AMTAP and its clients/ users, adhering to AMTAP’s guidelines, ethical standards, and brand values;

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  1. will comply with all applicable laws, regulations, and guidelines relevant to fitness and wellness professionals, including health, safety, and data protection requirements;

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  1. in relation to all the Digital Properties will: (a) adhere to recognized professional standards for fitness and sports exercise content, providing accurate, safe, and effective guidance aligned with industry best practices; (b) provide high-quality, visually and audibly aesthetic content that complies with the design parameters, guidelines, and compatibility requirements of the Apps; (c) ensure the content is free from harmful, offensive, defamatory, misleading, or inappropriate material, including but not limited to content that is religiously, racially, or sexually discriminatory, exploitative, or otherwise unsuitable for clients/ users; and (d) ensure the content is free from viruses, malware, or any other harmful software;

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  1. shall ensure that all information within the Digital Properties, including exercise routines, descriptions, and accompanying materials, is accurate, up-to-date, scientifically sound, and does not contain misleading or false information;

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  1. shall ensure that the Digital Properties and any related materials created or uploaded by the Trainer do not infringe upon, misappropriate, or violate any third-party Intellectual Property Rights, including copyrights, trademarks, or trade secrets;

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  1. shall ensure that all Digital Properties comply with this Agreement and will indemnify AMTAP against any claims arising from the alleged infringement;

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  1. has carefully assessed the risks associated with the Digital Properties and will provide appropriate warnings, disclaimers, or modifications for exercises to ensure clients/ users safety;

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  1. will prioritise the client/ user’s safety by offering suitable modifications, warning of potential risks, and including disclaimers where necessary;

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  1. will maintain the privacy and confidentiality of any client/ user information obtained through the Apps and will not disclose, sell, or misuse any personal data; 

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  1. is entering into this Agreement does not conflict with any other contractual obligations or professional relationships and agrees to avoid any activity that could create a conflict of interest or negatively impact the quality of their service to clients/ users; 

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  1. will promptly notify AMTAP of any changes to their qualifications, certifications, or registration status that could impact their ability to perform services under this Agreement; 

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  1. will not directly or indirectly contact, solicit, or engage with AMTAP’s clients/ users of the Apps for any business, services, or activities outside the scope of this Agreement without AMTAP’s prior written consent; 

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  1. shall not make any medical or health-related claims or provide any medical advice in the Digital Properties unless they are specifically qualified and certified to do so under applicable laws; 

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  1. has obtained any testimonials, endorsements, or claims used in the Digital Properties are truthful, supported by evidence, and comply with applicable advertising and marketing laws and guidelines;

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  1. will refrain from any conduct, both online and offline, that could damage AMTAP’s reputation, including disparaging remarks, defamatory statements, or inappropriate behaviour toward the clients/ users, other Trainers, or AMTAP representatives; 

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  1. will not use AMTAP’s intellectual property, brand name, logos, or trademarks in any manner outside the scope of this Agreement without prior written consent from AMTAP; and

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  1. will regularly review and update Digital Properties to ensure ongoing compliance with changes in industry best practices, legal requirements, and AMTAP’s evolving guidelines.

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  1. INDEMNIFICATION

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  1. The Trainer agrees to, on demand, indemnify, defend, and hold AMTAP, its affiliates, officers, directors, employees, and agents (the “Indemnified Parties”) harmless from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

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  1. any claims relating to the Digital Properties or content created, uploaded, shared, or provided by the Trainer, including but not limited to claims of infringement, defamation, misrepresentation, or violations of third-party Intellectual Property Rights;

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  1. any breach or alleged breach by the Trainer of the representations, warranties, or obligations set forth in this Agreement, including non-compliance with applicable laws, regulations, or AMTAP’s guidelines;

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  1. any claims brought by the clients/users/customers or third parties related to injuries, adverse effects, or damages arising from participation in or reliance on the Digital Properties or the Trainer’s guidance; and

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  1. any fines, penalties, or legal actions imposed on AMTAP resulting from the Trainer’s actions, omissions, or violations of applicable laws or third-party rights.

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  1. Any indemnity amount paid by the Trainer under this clause shall be sufficient to fully restore the Indemnified Parties to the financial and operational position they would have been in had the claim, loss, or action not occurred.

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  1. The Trainer’s indemnification obligations shall survive the termination or expiration of this Agreement.

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  1. CONFIDENTIALITY

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  1. The Trainer agrees and undertakes that it shall not (and shall procure that its directors, officers, managers, employees, legal, financial and professional advisors do not) disclose or reveal to any third party/ person Confidential Information, and shall protect, and avoid disclosure of, the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as the Trainer uses to protect its own confidential information:

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  1. Notwithstanding anything to the contrary in Clause 7.1, the restrictions contained in Clause 7.1 shall not apply to: 

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  1. disclosure of the Confidential Information by the Trainer to the extent required by mandatory applicable law provided that if the Trainer becomes compelled by or under any such mandatory Applicable Law to disclose any Confidential Information, the Trainer shall: (i) promptly and so far as practicable provide prior written notice of such requirement to AMTAP; (ii) cooperate with AMTAP in order to limit to the maximum extent possible the disclosure of Confidential Information; (iii) in any event furnish only that portion of the Confidential Information that is required by mandatory applicable law to be disclosed, and (iv) exercise its reasonable efforts to obtain assurance that confidential treatment will be accorded to such disclosed Confidential Information; and

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  1. disclosure of Confidential Information with the prior written consent of AMTAP.

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  1. The Trainer shall be liable for any losses, claims, damages, or expenses incurred by AMTAP as a result of the Trainer’s failure to comply with this Clause 7 or any breach of the relevant applicable laws.

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  1. For the purposes of this Clause 7 and the Agreement, “Confidential Information” means, in relation to AMTAP, collectively, (i) the existence and terms of this Agreement and any information concerning the transaction contemplated by this Agreement; (ii) any information, whether written, oral, electronic, or in any other form, that is not in the public domain and relates to AMTAP (including the Apps, its business, operations, financial performance, strategies, plans, trade secrets, intellectual property, technology, algorithms, software, customer/buyer/user information, marketing strategies, pricing, or any other proprietary information); and (iii) any such information that has become known to the Trainer in the course of negotiating and/ or completing the transactions contemplated in the Agreement. 

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  1. TERMINATION

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  1. AMTAP may terminate this Agreement immediately upon written notice to the Trainer in the event of any breach of this Agreement by the Trainer. In such cases: (a) all outstanding payments due to the Trainer will be made only after deducting any costs, expenses, damages, or liabilities incurred by AMTAP as a result of the breach. In this regard, AMTAP may initially withold a certain portion of the amounts until all obligations have been resolved; (b) the Trainer’s access to the Apps, including any related services or tools, will be revoked immediately; and (c) AMTAP reserves the right to seek additional remedies, including legal action, for losses or damages arising from the breach.

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  1. AMTAP may terminate this Agreement without any reason by providing the Trainer with 30 (thirty) days’ written notice. In such cases: (a) all accrued payments due to the Trainer up to the termination date will be paid in full within the usual payout schedule; and (b) the Trainer’s access to the Apps, including any related services or tools, will be revoked at the end of the notice period.

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  1. The Trainer may terminate this Agreement by providing AMTAP with 30 (thirty) days' written notice, subject to the following conditions: (a) the Trainer must fulfil all ongoing subscriptions and commitments to clients/users during the notice period. If unable to do so, AMTAP may issue refunds to affected clients/users on behalf of the Trainer, and any refunded amounts will be deducted from the Trainer’s outstanding payments or any amounts held by AMTAP; (b) AMTAP reserves the right to withhold a portion of the Trainer’s payments until all obligations including to the clients/users have been resolved; and (c) the Trainer’s access to the Apps and related services will be revoked at the end of the notice period.

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  1. Upon termination of this Agreement, the Trainer shall: (a) cease using and accessing the Apps and any related services immediately, or upon the expiration of any applicable notice period; (b) return or permanently destroy all Confidential Information received from AMTAP, including copies, in any form, within 7 (seven) days of termination, and provide written confirmation of such destruction or return upon AMTAP’s request; and (c) refrain from using or exploiting any client/user information, Digital Properties, or materials related to the Apps post-termination.

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  1. The termination of this Agreement shall not affect the rights and obligations of the Parties under clauses that, by their nature or express terms, are intended to survive termination, including but not limited to: Clause 2 (Exclusivity and Digital Properties), Clause 3 (Intellectual Property Rights), Clause 6 (Indemnification), Clause 7 (Confidentiality), Clause 11 (Survival), Clause 14 (Specific Performance), Clause 15 (Notice) and this Clause 8.5 (collectively all such clauses “Surviving Provisions”).

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  1. ASSIGNMENT

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The Trainer shall not assign, transfer, or sublicense any of their rights or obligations under this Agreement to any third party, as this Agreement is personal in nature. However, AMTAP may assign, transfer, or sublicense any of its rights or obligations under this Agreement to any third party without the prior written consent of the Trainer.

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  1. PARTIAL INVALIDITY

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If any provision of this Agreement or the application thereof to any Party or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to Parties or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision. 

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  1. SURVIVAL 

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In the event of a termination of this Agreement, neither of the Parties shall have any claim of any nature against any of the other Parties under this Agreement, provided that the Surviving Provisions and this Clause 11 shall survive the termination of this Agreement.

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  1. SEVERABILITY

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If any part or all of any provision of this Agreement is illegal or unenforceable, it may be severed from this Agreement, and the remaining provisions of this Agreement shall continue to remain in force.

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  1. RESERVATION OF RIGHTS

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No forbearance, indulgence, relaxation or inaction by any Party at any time to require the performance of any of the provisions of this Agreement shall in any way affect, diminish or prejudice the right of such Party to require performance of that provision and any waiver or acquiescence by any Party of any breach of any of the provisions of this Agreement shall not be construed as a waiver or acquiescence of any continuing or succeeding breach of such provisions, a waiver of any right under or arising out of this Agreement or acquiescence to or recognition of rights other than that expressly stipulated in this Agreement.

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  1. SPECIFIC PERFORMANCE 

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Unless otherwise specified herein, the Parties agree that damages may not be an adequate remedy for the AMTAP, and AMTAP shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Trainer from committing any violation or enforce the performance of the covenants, representations and obligations contained in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies that the relevant Party may have at law or in equity, including without limitation a right for damages.

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  1. NOTICE

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Any notices under this Agreement shall be sent by email to: (a) for AMTAP: [●]; and (b) Trainer: such email address provided during onboarding or as updated in writing. It is hereby clarified that the notices shall be deemed received upon successful delivery or receipt confirmation. Either Party may update their designated email address by notifying the other Party in writing.

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  1. AMENDMENTS

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AMTAP reserves the right to amend this Agreement, including any internal policies and guidelines at any time without prior consent of the Trainer. Notwithstanding the foregoing, any amendment that materially affects the payment terms or financial obligations of the Trainer shall require the Trainer’s prior written consent.

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  1. RELATIONSHIP

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This Agreement is solely intended to establish a contractual relationship between the Parties as expressly provided herein. Nothing in this Agreement shall be construed to create or imply any other relationship, including but not limited to partnership, joint venture, agency, franchise, employment, fiduciary relationship, or any other legal association that would impose liability or obligations beyond those expressly set out in this Agreement.

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GOVERNING LAW AND JURISDICTION

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  1. The Agreement shall be governed by and construed in accordance with the laws of the UAE. 

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  1. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the courts of Dubai.

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