Effective Date: May 7, 2026 • Last Updated: May 7, 2026

PLEASE READ THIS TRAINER AGREEMENT CAREFULLY. IT GOVERNS YOUR ENGAGEMENT AS AN INDEPENDENT CONTRACTOR WITH SUITEFIT, INCLUDES BINDING ARBITRATION AND CLASS-ACTION-WAIVER PROVISIONS, AND DESCRIBES STATE-SPECIFIC RIGHTS AND OBLIGATIONS THAT MAY APPLY TO YOU. BY REGISTERING AS A TRAINER, YOU AGREE TO BE LEGALLY BOUND BY IT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICES AS A TRAINER.

Relationship to other SuiteFit terms. This SuiteFit Trainer Terms of Service (the “Trainer Agreement”) supplements the SuiteFit Terms of Service available at https://suitefit.net/trainer-terms-of-service (the “General Terms”) and the SuiteFit Privacy Policy available at https://suitefit.net/privacy-policy (the “Privacy Policy,” and together with the General Terms, the “Platform Terms”). By registering as a Trainer, you accept and become bound by both the Platform Terms and this Trainer Agreement. In the event of any conflict between this Trainer Agreement and the Platform Terms with respect to a Trainer’s relationship with SuiteFit, this Trainer Agreement controls.

Parties. This Trainer Agreement is between SuiteFit LLC, a Minnesota limited liability company with its principal place of business at 20 NE 2nd St., Unit 2803, Minneapolis, MN 55413 (“SuiteFit,” “we,” “us,” or “our”), and you, a personal trainer or fitness professional engaging SuiteFit’s referral and platform services (“Trainer,” “you,” or “your”).

1. Definitions

Capitalized terms not defined here have the meanings given in the Platform Terms. In addition, in this Trainer Agreement:

“Booking” means a session that a Resident has requested and that you have accepted through the Services.
“Resident” means a SuiteFit user who books or seeks to book a session with a Trainer.
“Property” means a residential building or other location at which you and a Resident have agreed that a Booking will take place.
“Services” means the SuiteFit website at suitefit.net, the SuiteFit mobile application, and SuiteFit’s referral, marketing, scheduling, payment-collection, and related platform services.
“Trainer Rate” means the gross hourly rate that you, as an independent business, set and publish on the platform for sessions you provide to Residents, as more fully described in Section 8.
“Trainer Services” means the personal-training and fitness services that you provide directly to Residents.

2. Eligibility, Onboarding, and Continuing Eligibility

2.1 Eligibility

To register and remain a Trainer on the Services, you represent and warrant on a continuing basis that:

you are at least 18 years old and have the legal capacity to enter into binding contracts;
you are legally authorized to provide personal-training and fitness services in each jurisdiction in which you offer Trainer Services through the platform, and you hold any required state or local licenses, permits, registrations, or business-tax certificates;
you hold current, valid professional certifications appropriate to the services you offer (e.g., NASM, ACE, ACSM, NSCA, NCSF, or comparable nationally recognized credentialing), and you will not hold yourself out as offering services beyond the scope of your certifications;
you are not currently subject to any government-issued professional discipline, license suspension, or revocation that would prevent you from offering Trainer Services; and
you are not subject to U.S. export controls, OFAC sanctions, or any other restriction that would prohibit your engagement under U.S. law.

2.2 Approval process

Your profile will not be visible to Residents or eligible to receive Bookings until you have completed each of the following:

submitted a complete profile, including name, business information, biography, specialties, photograph, and applicable service area;
uploaded valid copies of your professional certifications and a Certificate of Insurance (“COI”) reflecting the coverage required by Section 7, together with each policy’s expiration date;
successfully passed a third-party background check (e.g., through Checkr or a comparable consumer reporting agency) in compliance with the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the California Investigative Consumer Reporting Agencies Act (Cal. Civ. Code § 1786 et seq.), and other applicable state background-check laws; and
received written approval from SuiteFit, which SuiteFit may grant or deny in its reasonable discretion.

2.3 Continuing eligibility

You agree to maintain each of the foregoing requirements throughout your engagement and to promptly notify SuiteFit at admin@suitefit.info if any of the following occurs:

any required certification or license lapses, is suspended, or is revoked;
your professional liability insurance lapses, is canceled, or has its limits reduced below the minimums required by Section 7;
you become aware of any criminal charge, complaint, or civil claim by a Resident, property, or third party arising out of your services; or
any information you previously provided to SuiteFit becomes materially inaccurate.

3. Independent Contractor Status

3.1 Independent contractor; no employment

You and SuiteFit expressly intend, agree, and acknowledge that you are an independent contractor and the operator of an independent business, and that you are not an employee, agent, partner, joint venturer, franchisee, or fiduciary of SuiteFit. SuiteFit is a referral and technology platform; SuiteFit does not perform personal-training services and is not in the personal-training business. You alone are responsible for performing the Trainer Services for Residents. SuiteFit does not direct or control the manner or means by which you perform the Trainer Services.

3.2 No employee benefits

You are not eligible for, and you waive any claim to, any employment-related benefits, compensation, leave, insurance, retirement contributions, equity, or other consideration that SuiteFit may provide to its employees, including (without limitation): Social Security and Medicare contributions paid by an employer, federal or state unemployment insurance, workers’ compensation, paid time off, sick leave, family or medical leave, health insurance, COBRA continuation coverage, retirement-plan contributions, stock or option grants, and bonuses.

3.3 No authority to bind

You have no authority, actual or apparent, to bind SuiteFit, to hold yourself out as SuiteFit’s employee or agent, or to make representations on SuiteFit’s behalf. You may not enter into contracts, take on debt, or accept payments on SuiteFit’s behalf, except as expressly authorized in Section 8 (limited payment-collection agency).

3.4 Tax responsibility; 1099

You are solely responsible for all federal, state, and local taxes arising from your engagement, including federal and state income taxes, self-employment tax (Social Security and Medicare contributions for the self-employed), estimated taxes, and any sales, use, or excise tax that may apply to your services. SuiteFit will not withhold any taxes on your behalf and will issue an IRS Form 1099-NEC (or successor form) to you and the IRS for any calendar year in which payments to you meet the applicable reporting threshold. You agree to provide a complete IRS Form W-9 (or, if applicable, Form W-8BEN) before receiving any payment, and to update it if your information changes.

3.5 No exclusivity

You are free to provide personal-training and fitness services to other clients and through other platforms (including platforms that compete with SuiteFit) at any time. SuiteFit does not require, and will not enforce, any non-compete, non-solicitation, or exclusivity covenant against you. The anti-circumvention obligation in Section 12 is a narrow protection against using SuiteFit-acquired Resident contact information to bypass the platform; it does not prevent you from working with the same individual outside the platform if that individual is your independent client.

4. Worker-Classification Compliance

This Trainer Agreement is intended to be interpreted, structured, and operated to comply with applicable federal and state worker-classification laws. Both parties make the following representations and affirm the following structural commitments. The factors and tests below describe the legal framework only; Trainer’s actual operation as an independent business is what determines classification under the law of the relevant jurisdiction.

4.1 California — Referral Agency Exemption (Cal. Lab. Code § 2777)

SuiteFit operates as a referral agency. SuiteFit and Trainer intend that the Trainer’s engagement satisfy the referral-agency exemption under California Labor Code § 2777, as enacted by Assembly Bill 5 and amended by Assembly Bill 2257. Accordingly, the parties affirm and intend that, throughout Trainer’s engagement:

Trainer is free from the control and direction of SuiteFit in connection with the performance of Trainer Services, in fact and under this Agreement;
Trainer holds any business license or business-tax registration required to provide Trainer Services in the jurisdiction in which the services are performed;
Trainer holds any required professional certification, license, or other credentialing for the Trainer Services;
Trainer delivers Trainer Services to Residents under Trainer’s own name (or the name of Trainer’s business), not under the SuiteFit brand;
Trainer provides Trainer’s own tools, equipment, vehicles, and supplies to perform Trainer Services;
Trainer is customarily engaged in an independently established business of the same nature as the Trainer Services and may demonstrate that fact (for example, through advertising, business cards, prior client engagements, or a separate business entity);
Trainer is free to maintain a clientele independent of SuiteFit and to seek work elsewhere, including with SuiteFit’s competitors, without restriction by SuiteFit;
Trainer sets Trainer’s own hours and terms of work, including which Bookings to accept or decline, when to make Trainer’s availability open or closed, and at what locations Trainer is willing to provide Trainer Services;
consistent with the nature of the work, Trainer sets Trainer’s own Trainer Rate without deduction by SuiteFit (Section 8 below structures the financial relationship to satisfy this requirement);
Trainer is not penalized in any form for rejecting Booking requests or for refusing to provide Trainer Services to particular Residents (Section 9 below confirms this commitment).

Trainer represents and warrants on a continuing basis that the foregoing statements are accurate. Trainer agrees to update Trainer’s information promptly if any becomes inaccurate. The parties acknowledge that whether the Trainer Services qualify as a service eligible for the referral-agency exemption under § 2777(b) depends on the nature of the services performed and on then-current statutory and regulatory guidance, and the parties intend that, regardless of whether § 2777 applies, the structural commitments above provide robust evidence of bona-fide independent-contractor status under California law.

4.2 California — ABC test (Cal. Lab. Code § 2775; Dynamex)

If, notwithstanding Section 4.1, the Trainer’s relationship with SuiteFit is evaluated under the ABC test codified at California Labor Code § 2775(b)(1) (as adopted from Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018)), the parties affirm and intend that:

Prong A — Control. Trainer is free from the control and direction of SuiteFit in connection with the performance of the Trainer Services, both under this Agreement and in fact. SuiteFit does not direct the methods, manner, or means of training; supervise sessions; require Trainer to wear a SuiteFit uniform or use SuiteFit-branded equipment; or set Trainer’s rate, schedule, or location.
Prong B — Outside the usual course of business. SuiteFit operates a referral and technology platform. SuiteFit is not in the business of providing personal-training or fitness services to Residents; it provides software, marketing, scheduling, and payment-collection support to enable independent fitness professionals to find clients. The Trainer Services are therefore performed outside the usual course of SuiteFit’s business.
Prong C — Independent business. Trainer is customarily engaged in an independently established trade, occupation, or business of the same nature as the Trainer Services. Trainer holds Trainer out as an independent personal-training business, maintains the indicia of an independent business as listed in Section 4.1, and is free to provide services to other clients and through other platforms.

4.3 California — Borello multi-factor test

If, notwithstanding Sections 4.1 and 4.2, Trainer’s status is evaluated under the multi-factor test set forth in S.G. Borello & Sons, Inc. v. Department of Industrial Relations, 48 Cal. 3d 341 (1989), the parties affirm and intend that the following indicia, taken together, support Trainer’s status as an independent contractor:

SuiteFit does not have, and does not exercise, the right to control the manner and means by which Trainer accomplishes the Trainer Services;
Trainer is engaged in a distinct occupation or business — personal training — separate from SuiteFit’s technology and referral business;
Personal training is the kind of occupation that, in the locality, is usually performed without the supervision of a principal;
The Trainer Services require specialized professional skill and training, evidenced by Trainer’s certifications;
Trainer supplies Trainer’s own instrumentalities, tools, and (where applicable) the place of work;
The relationship is engagement-by-engagement and either party may terminate the broader engagement on the terms set forth in Section 16, rather than being a continuous, indefinite period of service typical of employment;
Trainer is paid on a per-session basis at a rate Trainer sets, rather than receiving a salary or guaranteed wage;
The work performed by Trainer is not part of SuiteFit’s regular business of providing technology and referral services;
The parties expressly intend, and have memorialized in writing, that they are creating an independent-contractor relationship, not an employer-employee relationship;
Trainer has the opportunity for entrepreneurial profit and loss based on Trainer’s pricing, scheduling, marketing, customer-service skill, and operational decisions; and
Trainer has Trainer’s own investment in equipment, certifications, professional liability insurance, marketing, and business operations.

4.4 Massachusetts ABC test (M.G.L. c. 149, § 148B)

If Trainer provides services to Residents in Massachusetts, the parties intend that the relationship satisfy each of the three prongs of the Massachusetts ABC test: (a) Trainer is free from control and direction in connection with performance of services, both under this Agreement and in fact; (b) the services are performed outside the usual course of SuiteFit’s business; and (c) Trainer is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as the services performed. Each of the affirmations in Sections 4.1, 4.2, and 4.3 supports compliance with the Massachusetts test.

4.5 New Jersey ABC test (N.J.S.A. 43:21-19(i)(6))

If Trainer provides services to Residents in New Jersey, the parties intend that the relationship satisfy each of the three prongs of the New Jersey ABC test, as interpreted by the New Jersey Supreme Court (including Hargrove v. Sleepy’s, LLC, 220 N.J. 289 (2015)) and by the New Jersey Department of Labor and Workforce Development. Each of the affirmations in Sections 4.1, 4.2, and 4.3 supports compliance with the New Jersey test.

4.6 Other ABC-test states

Trainer and SuiteFit further intend the relationship to satisfy the ABC-style worker-classification tests applied in other states, including (without limitation) Connecticut (Conn. Gen. Stat. § 31-222(a)(1)(B)(ii)), Illinois (under the Illinois Employee Classification Act and the Illinois Workers’ Compensation and Unemployment Insurance Acts), Vermont (21 V.S.A. § 1301(6)(B)), Indiana, Nevada, New Hampshire, Pennsylvania (under the Construction Workplace Misclassification Act and similar tests), Virginia (Va. Code § 40.1-28.7:7), Washington (RCW 51.08.195), and West Virginia. The state-specific affirmations in Section 22 below supplement this Section 4.6.

4.7 Federal Fair Labor Standards Act (DOL economic-realities test)

If Trainer’s relationship with SuiteFit is evaluated under the Fair Labor Standards Act and the U.S. Department of Labor’s 2024 final rule on independent-contractor status (29 C.F.R. Part 795), the parties intend that the totality of economic realities supports Trainer’s status as an independent contractor based on, among other factors: Trainer’s opportunity for profit or loss based on managerial skill; Trainer’s investments in equipment, insurance, marketing, and credentials; the limited degree to which the relationship is permanent (engagement is project-by-project, with no minimum hours or guaranteed term); SuiteFit’s lack of control over the performance of the Trainer Services; the role the Trainer Services play in SuiteFit’s business (the Trainer Services are not integral to SuiteFit’s technology and referral business); and Trainer’s specialized skill and business initiative.

4.8 IRS common-law test (Rev. Rul. 87-41; 20-factor and 3-category test)

For federal tax purposes, the parties intend that the relationship constitutes an independent-contractor engagement under the IRS common-law test as expressed in Rev. Rul. 87-41 and the IRS’s three-category framework (behavioral control, financial control, and relationship of the parties).

4.9 Trainer representations and warranties regarding classification

Trainer represents, warrants, and covenants that:

Trainer operates an independent personal-training or fitness business;
Trainer maintains, or will obtain promptly upon registration, any business license, permit, business-tax registration, or sales-tax registration required by the jurisdiction(s) in which Trainer provides Trainer Services;
Trainer pays Trainer’s own taxes, including self-employment tax;
Trainer provides Trainer’s own equipment, supplies, and (subject to Section 11) place of work;
Trainer is customarily engaged in the same line of business as the Trainer Services and is free to provide services to clients other than Residents and through platforms other than SuiteFit;
Trainer sets Trainer’s own rates and schedule and is free to decline any Booking;
Trainer is not classified as an employee or otherwise prohibited from operating as an independent contractor under the law of any jurisdiction in which Trainer offers Trainer Services through the platform; and
Trainer’s engagement under this Trainer Agreement is not, in fact, an employment relationship.

4.10 Trainer indemnity for misclassification claims

Trainer agrees to defend, indemnify, and hold harmless SuiteFit and its officers, directors, employees, and agents from and against any and all claims, demands, suits, governmental investigations, audits, agency proceedings, judgments, awards, settlements, taxes, contributions, penalties, interest, and costs (including reasonable attorneys’ fees) brought or asserted by Trainer or by any federal, state, or local taxing authority, labor agency, unemployment-insurance fund, workers’-compensation fund, benefits fund, or other governmental or third-party body alleging that Trainer was misclassified as an independent contractor or that Trainer should have been treated as an employee, joint employee, or statutory employee of SuiteFit, except to the extent such claim is based on facts that constitute SuiteFit’s exercise of control or direction in violation of this Trainer Agreement.

5. Profile, Bio, and Use of Trainer Information

Trainer is responsible for the content, accuracy, and lawfulness of Trainer’s profile, including biography, specialties, photographs, certifications, service areas, and rates. Trainer represents that all such content is true, accurate, current, and complete, and that Trainer holds the rights necessary to display all photographs and other media in the profile.

Trainer grants SuiteFit a non-exclusive, royalty-free, worldwide license to use, reproduce, display, distribute, and modify Trainer’s profile information (including name, photograph, certifications, biography, ratings, and reviews) for the limited purposes of operating, promoting, and marketing the Services and matching Trainer with Residents. This license terminates within a reasonable time after Trainer’s account is closed, except for archival, audit, dispute-resolution, and legal-compliance purposes.

6. Background Checks

As a condition of approval and continuing eligibility, Trainer authorizes SuiteFit and its consumer reporting agency partners to conduct background checks on Trainer at SuiteFit’s expense, in compliance with the federal Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) and applicable state laws (including the California Investigative Consumer Reporting Agencies Act, the New York Fair Chance Act, the Washington Fair Chance Act, the Massachusetts criminal-record laws, and similar laws). Trainer will receive any disclosures and authorizations required by those laws separately at the time of the background check. Trainer agrees to update SuiteFit promptly if Trainer is charged with or convicted of any criminal offense after Trainer’s most recent background check.

7. Insurance

At Trainer’s sole expense, Trainer shall procure and maintain throughout Trainer’s engagement:

commercial general liability insurance and professional liability (errors & omissions) insurance with limits of not less than US$1,000,000 per occurrence and US$2,000,000 in the aggregate, on an occurrence basis;
workers’ compensation coverage as required by the law of the state(s) in which Trainer operates, if applicable to Trainer’s business; and
any other insurance reasonably required by SuiteFit or the property at which a Booking is performed.

Trainer shall name SuiteFit LLC as an Additional Insured on the commercial general liability policy and shall promptly furnish a Certificate of Insurance and any required endorsements upon SuiteFit’s request, together with the policies’ expiration dates. Trainer shall provide SuiteFit with at least 30 days’ prior written notice of any cancellation, non-renewal, or material reduction in coverage. SuiteFit’s insurance, if any, is not a substitute for, and is excess to, Trainer’s insurance.

8. Trainer-Set Rates and Financial Terms

8.1 Trainer sets the Trainer Rate

Trainer sets, at Trainer’s sole discretion, the gross hourly rate that Trainer charges Residents for Trainer Services (the “Trainer Rate”). SuiteFit does not set, control, dictate, suggest, recommend, cap, floor, or otherwise direct the Trainer Rate. Trainer may change the Trainer Rate at any time prospectively. Trainer may set different Trainer Rates for different Properties, services, or service areas.

8.2 Limited payment-collection agency

Trainer appoints SuiteFit as Trainer’s limited payment-collection agent for the sole purpose of accepting payment of the Trainer Rate from Residents on Trainer’s behalf. Acceptance of the Trainer Rate by SuiteFit (acting as Trainer’s limited payment-collection agent) satisfies the Resident’s payment obligation to Trainer for that Booking. SuiteFit’s role as Trainer’s payment-collection agent is limited to that purpose; SuiteFit is not a party to the service agreement between Trainer and Resident, and SuiteFit owes Trainer no other agency duty.

8.3 Platform Service Fee paid by Residents to SuiteFit

Separate and apart from the Trainer Rate, SuiteFit charges Residents a platform service fee for use of the SuiteFit Platform (the “Platform Service Fee”). The Platform Service Fee is paid by Residents to SuiteFit and is not deducted from the Trainer Rate. SuiteFit determines the Platform Service Fee in its discretion and may change it from time to time on prospective notice to Residents. The Platform Service Fee compensates SuiteFit for technology, marketing, customer support, fraud prevention, and other platform services.

8.4 Pass-through payment-processing fee

Trainer authorizes SuiteFit, in its capacity as Trainer’s limited payment-collection agent, to pass through to Trainer the third-party payment-processing fee charged by the platform’s payment processor (e.g., Stripe) on the Trainer Rate. This pass-through is a pre-existing third-party cost of receiving payment by card, not a deduction by SuiteFit, and Trainer expressly authorizes it. SuiteFit will display the pass-through fee transparently in Trainer’s account.

8.5 Property partnership pass-through (when applicable)

If a Booking takes place at a Property where SuiteFit has an applicable agreement to remit a portion of fees to the property partner, Trainer authorizes SuiteFit to administer that pass-through on Trainer’s behalf, but only to the extent Trainer has affirmatively opted in to provide services at that Property and has acknowledged the applicable property pass-through at the time of opt-in. Trainer may decline to opt in to any Property without penalty under Section 9.2.

8.6 Payouts

SuiteFit will remit the Trainer Rate, less any pass-through payment-processing fee under Section 8.4 and any property pass-through under Section 8.5 that Trainer has opted into, to Trainer’s designated payout account (e.g., Stripe Connect) on a regular cycle established by SuiteFit. SuiteFit will provide Trainer with a clear, itemized breakdown of each Booking’s gross Trainer Rate, pass-through fees, and net payout.

8.7 Refunds, chargebacks, and reversals

If a Resident receives a refund, chargeback, or reversal in accordance with Section 9 of the Platform Terms (cancellation and refund policy) or applicable law, SuiteFit will offset the refunded amount against future payouts to Trainer or, if payouts are insufficient, will invoice Trainer for the amount. Trainer will reasonably cooperate with SuiteFit in disputing chargebacks that the parties agree are unwarranted.

8.8 Tax forms

As described in Section 3.4, SuiteFit will issue an IRS Form 1099-NEC to Trainer for any calendar year in which payments meet the applicable reporting threshold. Trainer will furnish a complete IRS Form W-9 (or, if applicable, Form W-8BEN) before receiving any payment. SuiteFit will not withhold federal, state, or local taxes on Trainer’s behalf, except to the extent backup withholding under 26 U.S.C. § 3406 is required by law.

8.9 No deduction by SuiteFit from the Trainer Rate

For the avoidance of doubt and consistent with Section 4.1 (referral-agency exemption), SuiteFit does not take any percentage of the Trainer Rate as compensation to itself. SuiteFit’s compensation comes from the Platform Service Fee paid by Residents (Section 8.3) and from any property pass-throughs that SuiteFit administers in agreement with property partners. The pass-through payment-processing fee under Section 8.4 is a pre-existing third-party cost that Trainer authorizes; it is not retained by SuiteFit. Trainer Rate-setting and payment structure may be modified only by mutual written agreement and only in a manner consistent with applicable worker-classification law.

9. Trainer Autonomy and Schedule

9.1 Schedule and availability

Trainer alone determines Trainer’s availability, including the days, hours, locations, Property opt-ins, and Resident clientele Trainer will accept. Trainer may open or close availability at any time. SuiteFit will not require minimum availability hours, minimum Bookings per period, or minimum response times beyond what is necessary to operate the Services in a manner that is fair to Residents.

9.2 No penalty for declining Bookings

Trainer may decline any Booking request, decline to opt in to any Property, decline to serve any Resident, or stop providing Trainer Services at any time. SuiteFit will not penalize, deprioritize, demote, throttle, suspend, deactivate, or otherwise sanction Trainer for declining Bookings, Properties, or Residents. Decisions to decline are entirely Trainer’s.

9.3 Trainer cancellations of confirmed Bookings

After Trainer accepts a Booking, Trainer is professionally responsible to the Resident for performance. If Trainer cancels a confirmed Booking, the Resident will receive a full refund and Trainer will not be paid for that Booking. Repeated last-minute cancellations of confirmed Bookings may indicate that Trainer is not, in fact, available, may damage Resident trust, and may, after notice and an opportunity to discuss schedule accuracy, be grounds for SuiteFit to deactivate Trainer’s account in accordance with Section 16. The standard in this Section 9.3 applies only to cancellations of confirmed Bookings; it does not apply to declining initial Booking requests, which is fully Trainer’s right under Section 9.2.

9.4 Trainer’s independent business and clientele

Trainer is, and shall remain, free to maintain Trainer’s own clientele and to provide Trainer Services to clients obtained through any source, including platforms that compete with SuiteFit. Nothing in this Trainer Agreement restricts Trainer’s ability to do so.

9.5 Trainer-supplied equipment, tools, and place of work

Trainer is responsible for supplying any equipment, tools, supplies, software, vehicles, or other instrumentalities necessary to perform Trainer Services, except for equipment available at the Property at the Resident’s discretion. Trainer is not provided with, and is not entitled to be provided with, any office space, equipment, supplies, or apparel by SuiteFit. Trainer may, but is not required to, use SuiteFit’s mobile application during sessions.

10. Booking and Service Obligations

When Trainer accepts a Booking, Trainer agrees to:

perform the Trainer Services in a professional, safe, and competent manner consistent with prevailing industry standards and Trainer’s certifications;
perform the Trainer Services within the scope of Trainer’s training and certifications, and not provide medical, dietetic, mental-health, physical-therapy, or other regulated services that Trainer is not licensed to provide;
respond to Booking requests within a reasonable time so that Residents may plan accordingly (Section 9.2 protects Trainer’s right to decline);
communicate with Residents through the Services or, after a Booking is confirmed and a phone number is shared under Section 8 of the Platform Terms, by phone as needed for session logistics; and
comply with all applicable laws, including those concerning anti-discrimination, harassment, accessibility, and consumer protection.

11. Property Access and Conduct

11.1 Guest status

Trainer enters any Property as an independent contractor invited by the Resident as the Resident’s guest. Trainer is not an employee, agent, contractor, or licensee of the Property or of any property owner, manager, or association. SuiteFit makes no representation regarding the Property’s safety, condition, or suitability.

11.2 Compliance with Property rules

Trainer agrees to comply at all times with all rules, policies, and regulations of any Property at which Trainer provides Trainer Services, including any rules for the fitness center, common areas, occupancy, guest registration, parking, hours of access, dress code, equipment use, and noise. Trainer is responsible for becoming familiar with applicable rules before each session.

11.3 Liability for damage

Trainer is solely responsible and liable for any damage that Trainer, Trainer’s equipment, or the Resident (during a session led by Trainer) causes to the Property, including common areas, fitness centers, equipment, fixtures, or other parts of the Property.

11.4 Indemnification for Property issues

In addition to Trainer’s indemnification obligations elsewhere in this Agreement, Trainer agrees to defend, indemnify, and hold harmless SuiteFit and its officers, directors, employees, and agents from and against any and all claims, demands, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from Trainer’s presence on, conduct at, or use of any Property, including any claims for property damage, personal injury, harassment, or violation of Property rules.

12. Trainer Code of Conduct and Anti-Circumvention

12.1 Professional conduct

Trainer agrees to use the Services solely for the purpose of providing professional pre-booked fitness services to Residents. Use of the platform or information obtained from it for any other purpose — including soliciting or engaging in dating, romantic relationships, sexual conduct, prostitution, harassment, or other non-professional or unlawful activity — is strictly prohibited and is grounds for immediate termination.

12.2 Compliance with law

Trainer will not engage in any unlawful activity in connection with the Services or while at any Property, including theft, assault, harassment, discrimination, stalking, threats, or possession or use of illegal substances.

12.3 Limited use of Property facilities

Trainer’s access to a Property’s facilities (e.g., fitness center, common areas) is strictly limited to the duration of Trainer’s confirmed Booking with a Resident. Use of Property facilities for Trainer’s own personal training, for unbooked sessions, or for any purpose outside of the booked session is a violation of this Agreement and may also constitute trespass under applicable law.

12.4 Anti-circumvention

Trainer agrees not to use Resident contact information obtained through the Services to circumvent the Services or to solicit or accept payment from a Resident outside of the Services for a session that was first arranged through the Services. This Section 12.4 does not prevent Trainer from working with the same individual outside the platform if that individual is independently Trainer’s client (i.e., not first introduced to Trainer through the Services). Section 3.5 confirms that no exclusivity, non-compete, or non-solicit covenant applies.

13. Intellectual Property

SuiteFit retains all right, title, and interest in and to the Services and the SuiteFit IP, as defined in the Platform Terms. Subject to compliance with this Trainer Agreement, SuiteFit grants Trainer a limited, revocable, non-exclusive, non-transferable license to access and use the Services for the sole purpose of operating Trainer’s independent business and providing Trainer Services.

Trainer retains ownership of Trainer’s name, business marks, photographs, biographic content, and other content that Trainer submits to the platform. Trainer grants SuiteFit the license described in Section 5 of this Agreement (use of profile content) and Section 14 of the Platform Terms (Contributions License).

14. Confidentiality

Trainer may receive non-public information about SuiteFit, Residents, properties, or business partners through the Services (“Confidential Information”). Trainer agrees to: (a) hold Confidential Information in confidence using at least reasonable care; (b) not disclose Confidential Information to any third party except as expressly authorized; and (c) use Confidential Information solely to provide Trainer Services through the platform. Confidential Information does not include information that is publicly available through no breach by Trainer, was previously known to Trainer without restriction, is independently developed by Trainer, or is received from a third party without restriction. The obligations in this Section 14 survive for three (3) years after Trainer’s account is closed; obligations regarding trade secrets and Resident personal information continue for as long as such information remains a trade secret or is required by law to be protected.

15. Privacy and Data Protection

Trainer’s handling of Resident personal information is governed by applicable privacy law and by SuiteFit’s Privacy Policy. With respect to Resident personal information that Trainer accesses through the Services, Trainer agrees:

to use such information solely to perform the Trainer Services for the relevant Resident, including by communicating about the Booking and providing the Trainer Services;
not to sell, share for cross-context behavioral advertising, or otherwise process such information for any purpose beyond performing the Trainer Services, except as separately authorized by the Resident or required by law;
to protect such information with reasonable administrative, technical, and physical safeguards;
to delete such information when no longer needed for the Trainer Services or upon SuiteFit’s reasonable request, except where retention is required by law;
to comply with the California Consumer Privacy Act, as amended by the California Privacy Rights Act (Cal. Civ. Code § 1798.100 et seq.); the Washington My Health My Data Act (RCW ch. 19.373) with respect to consumer health data; the Illinois Biometric Information Privacy Act (740 ILCS 14) and analogous Texas, Washington, and New York City biometric statutes if Trainer collects biometric identifiers; and other applicable state privacy laws; and
to assist SuiteFit in responding to consumer privacy requests in compliance with applicable law.

With respect to Resident information shared with Trainer through the Services, Trainer acts as a separate, independent controller (and not as SuiteFit’s service provider, processor, or agent) for purposes that go beyond the Trainer Services.

16. Term, Termination, and Deactivation

16.1 Term

This Trainer Agreement is effective when Trainer accepts it (e.g., by registering as a Trainer) and continues until terminated by either party in accordance with this Section 16.

16.2 Termination by Trainer

Trainer may terminate this Trainer Agreement at any time by deactivating Trainer’s account in the Services or by sending written notice to trainer-support@suitefit.info. Trainer remains obligated to honor any confirmed Bookings that Trainer has not canceled prior to termination, or to ensure those Bookings are appropriately canceled and Residents refunded under Section 9 of the Platform Terms.

16.3 Termination by SuiteFit

SuiteFit may suspend or terminate Trainer’s account or this Trainer Agreement at any time, with or without notice, for any of the following reasons: (a) breach of this Trainer Agreement or the Platform Terms; (b) loss, lapse, suspension, or revocation of any required certification, license, or insurance; (c) failure to pass or maintain a satisfactory background check, subject to applicable fair-chance laws; (d) violation of applicable law; (e) safety, fraud, or abuse concerns; (f) repeated last-minute cancellations of confirmed Bookings under Section 9.3; or (g) any other action by Trainer that, in SuiteFit’s reasonable judgment, materially harms Residents, Property partners, or the integrity of the Services. To the extent feasible and consistent with safety and law, SuiteFit will provide Trainer with reasonable notice and an opportunity to cure or be heard. SuiteFit will not deactivate Trainer’s account for declining Bookings, declining Properties, or declining particular Residents under Section 9.2.

16.4 Effect of termination

Upon termination, Trainer’s access to the Services will cease, except that SuiteFit will process payouts for Trainer Services completed prior to termination in accordance with Section 8. Each party will retain all rights and remedies that have accrued prior to termination. Sections 3 (independent contractor), 4.10 (misclassification indemnity), 7 (insurance, with respect to claims arising during the engagement), 11.4 (property indemnification), 13 (intellectual property), 14 (confidentiality), 15 (privacy), 17 (Trainer indemnification), 18 (disclaimer / limitations), 20 (dispute resolution), 21 (governing law), 22 (state-specific notices), 23 (general provisions), and any other provisions that by their nature should survive, will survive termination.

17. Trainer Indemnification

In addition to the indemnification obligations elsewhere in this Trainer Agreement and the Platform Terms, Trainer agrees to defend, indemnify, and hold harmless SuiteFit and its officers, directors, employees, and agents from and against any and all claims, demands, suits, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Trainer’s provision (or failure to provide) the Trainer Services; (b) any injury, illness, or death suffered by a Resident or third party in connection with Trainer Services or Trainer’s presence at a Property; (c) Trainer’s breach of this Trainer Agreement or the Platform Terms; (d) Trainer’s violation of applicable law (including worker-classification, tax, employment, anti-discrimination, accessibility, privacy, and licensing laws); (e) any claim that Trainer was misclassified or should be treated as an employee of SuiteFit (subject to and consistent with Section 4.10); (f) Trainer’s infringement of any third party’s intellectual property, privacy, publicity, or other rights; or (g) any tax, contribution, or penalty asserted against SuiteFit on the theory that Trainer should have been classified as an employee.

18. Disclaimer of Warranties; Limitation of Liability

THE SERVICES ARE PROVIDED TO TRAINER ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUITEFIT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SUITEFIT MAKES NO GUARANTEE OF ANY MINIMUM NUMBER OF BOOKINGS, MINIMUM EARNINGS, OR PARTICULAR LEVEL OF SERVICE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUITEFIT WILL NOT BE LIABLE TO TRAINER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST EARNINGS OR LOST OPPORTUNITY. SUITEFIT’S TOTAL AGGREGATE LIABILITY TO TRAINER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS TRAINER AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL PLATFORM SERVICE FEES SUITEFIT COLLECTED IN CONNECTION WITH TRAINER’S COMPLETED BOOKINGS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED U.S. DOLLARS (US$500).

These limitations do not apply to liability that cannot be limited or excluded under applicable mandatory law (including, in some states, fraud, gross negligence, willful misconduct, or violations of consumer-protection statutes that cannot be waived).

19. Force Majeure

Neither party is liable for any failure or delay in performance caused by events outside its reasonable control, including acts of God, natural disasters, pandemics, epidemics, government orders, property lockdowns, civil disturbances, network or carrier failures, or other force-majeure events. The party affected will use commercially reasonable efforts to mitigate the impact and resume performance promptly.

20. Dispute Resolution; Arbitration; Class-Action Waiver

20.1 Informal resolution

Before initiating arbitration or litigation, the parties agree to attempt to resolve any dispute informally. Either party may initiate the informal-resolution process by sending a written notice describing the dispute and proposed relief to admin@suitefit.info (subject line “TRAINER DISPUTE NOTICE”) or to Trainer’s account email of record. The parties will engage in good-faith discussion (including by senior decision-makers) for thirty (30) days after the notice.

20.2 Binding arbitration

Except as set forth below, any dispute, claim, or controversy arising out of or relating to this Trainer Agreement or Trainer’s engagement that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the AAA Commercial Arbitration Rules (or, where the AAA determines the dispute is more appropriately handled under its Consumer Arbitration Rules or Mass Arbitration Supplementary Rules, those rules). The arbitration will take place in Hennepin County, Minnesota, or by remote hearing, or in Trainer’s home county if Trainer so elects and AAA permits. The arbitrator may award any individual relief that a court could award. The Federal Arbitration Act governs the interpretation and enforcement of this Section 20.

20.3 Class-action waiver

To the fullest extent permitted by law, Trainer and SuiteFit each agree that any dispute will be brought only in the parties’ individual capacities and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one party’s claims and may not preside over any form of representative or class proceeding. If a court or arbitrator finds this class-action waiver unenforceable as to any particular claim or remedy, that claim or remedy (and only that claim or remedy) will be severed and may proceed in court, and the remainder of this Section 20 will continue to apply.

20.4 PAGA carve-out

Nothing in this Section 20 waives any non-individual representative claim under the California Private Attorneys General Act, Cal. Lab. Code § 2698 et seq., that cannot be waived by private agreement. Consistent with Adolph v. Uber Techs., Inc., 14 Cal. 5th 1104 (2023), an individual PAGA claim may be sent to arbitration; any non-individual representative PAGA claim may proceed in court and may be stayed pending arbitration of the individual claim.

20.5 Carve-outs for non-arbitrable claims

Nothing in this Section 20 prevents either party from: (a) bringing an individual claim in small-claims court of competent jurisdiction; (b) seeking emergency or preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm; (c) filing a charge or claim with a governmental administrative agency (such as the National Labor Relations Board, the U.S. Department of Labor, the U.S. Equal Employment Opportunity Commission, the California Labor Commissioner’s Office, or analogous state agencies) where applicable law guarantees the right to do so; or (d) bringing a non-individual representative claim that cannot be waived by private agreement under applicable law (including PAGA as set forth in Section 20.4 and non-individual claims under c. 93A and the Washington Consumer Protection Act). Individual claims under those statutes remain subject to arbitration on an individual basis.

20.6 30-day right to opt out

Trainer may opt out of this Section 20 (other than the informal-resolution requirement) by sending written notice of the decision to opt out — including Trainer’s name, address, account email, and a clear statement that Trainer wishes to opt out — to admin@suitefit.info with subject line “TRAINER ARBITRATION OPT-OUT” within thirty (30) days after first agreeing to this Trainer Agreement. If Trainer opts out, Trainer and SuiteFit may bring claims against each other in court. Opting out has no other effect on Trainer’s rights or obligations under this Trainer Agreement.

21. Governing Law

This Trainer Agreement is governed by the laws of the State of Minnesota, without regard to its conflict-of-law principles, except that, to the extent the law of the state in which Trainer provides Trainer Services provides mandatory protections to a service provider that cannot be waived by contract — including state worker-classification, anti-misclassification, wage-and-hour, anti-discrimination, or consumer-protection statutes — that mandatory law controls to the extent of any conflict with this Trainer Agreement.

22. State-Specific Notices

22.1 California

SuiteFit aims to operate as a referral agency under California Labor Code § 2777. The structural commitments in Sections 4.1, 4.2, 4.3, and 8 are intended to satisfy that exemption and, in the alternative, the ABC test under § 2775 and the Borello multi-factor test. Nothing in this Trainer Agreement waives any non-waivable right or remedy a Trainer may have under California law, including under the California Labor Code, the California Industrial Welfare Commission Wage Orders, the California Fair Employment and Housing Act, the California Consumer Privacy Act/California Privacy Rights Act, or the California Private Attorneys General Act. California Trainers may contact the California Labor Commissioner’s Office (Division of Labor Standards Enforcement) for information about their rights as workers.

22.2 New York

New York Trainers retain all rights under the New York State Labor Law and the New York Freelance Isn’t Free Act (N.Y. Lab. Law § 191-d) and any successor or analogous state and city laws (including the New York City Freelance Isn’t Free Act). Trainer is treated as a freelance worker for purposes of those laws when providing Trainer Services in New York. SuiteFit will issue a written contract reflecting this Trainer Agreement before commencement of Trainer Services and will pay accepted, completed Bookings within the timeframe required by applicable law. Nothing in this Trainer Agreement limits the protections of New York General Obligations Law § 5-326 (which voids pre-injury liability waivers at fitness establishments) for any Resident.

22.3 New Jersey

New Jersey Trainers retain all rights under the New Jersey Wage Payment Law, the New Jersey Wage and Hour Law, and the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act, none of which is waived by this Trainer Agreement. The structural commitments in Sections 4.1, 4.2, and 4.3 are intended to support compliance with the New Jersey ABC test (Hargrove v. Sleepy’s, LLC, 220 N.J. 289 (2015)).

22.4 Massachusetts

Massachusetts Trainers retain all rights under M.G.L. c. 149, § 148B (the Massachusetts ABC test) and the Massachusetts Wage Act. Nothing in this Trainer Agreement waives any non-individual representative right under M.G.L. c. 93A that cannot be waived by private agreement.

22.5 Illinois

Illinois Trainers retain all rights under the Illinois Wage Payment and Collection Act, the Illinois Freelance Worker Protection Act (820 ILCS 191), and the Illinois Biometric Information Privacy Act (740 ILCS 14). The structural commitments in Section 4 are intended to support compliance with the worker-classification tests applied by the Illinois Department of Labor and the Illinois Workers’ Compensation Commission.

22.6 Washington

Washington Trainers retain all rights under the Washington Industrial Welfare Act, the Washington Minimum Wage Act, and the Washington Consumer Protection Act. To the extent Trainer is engaged through gig-platform legislation enacted in any Washington jurisdiction (including the City of Seattle’s app-based-worker laws), SuiteFit will comply with that law. Section 15 (privacy) reflects compliance with the Washington My Health My Data Act.

22.7 Connecticut, Vermont, Indiana, Nevada, New Hampshire, Pennsylvania, Virginia, West Virginia

Trainers in any state that applies an ABC test or analogous classification standard retain all rights under that state’s wage-and-hour, worker-classification, and consumer-protection statutes. The structural commitments in Section 4 are intended to support compliance with each such state’s applicable test.

22.8 New York City and other municipal freelance laws

Where applicable, SuiteFit will comply with municipal freelance-worker laws, including the New York City Freelance Isn’t Free Act (N.Y.C. Admin. Code § 20-927 et seq.), the Los Angeles Freelance Worker Protections Ordinance, the Minneapolis Freelance Worker Protections Ordinance (if and when in effect), and similar local laws. In jurisdictions covered by such a law, this Trainer Agreement is the written contract required by the applicable ordinance.

22.9 General

For any other state-specific worker-classification, freelance, anti-misclassification, biometric-privacy, or consumer-protection law that applies to a particular Trainer or jurisdiction, the applicable mandatory law controls to the extent of any conflict with this Trainer Agreement.

23. General Provisions

23.1 Entire agreement

This Trainer Agreement, together with the Platform Terms, the Privacy Policy, and any policies or operating rules posted by SuiteFit, constitutes the entire agreement between Trainer and SuiteFit regarding Trainer’s engagement and supersedes all prior or contemporaneous agreements and understandings.

23.2 Amendments

SuiteFit may amend this Trainer Agreement on prospective notice to Trainer (e.g., by email, in-app notice, or posting an updated Effective Date). Trainer’s continued use of the Services after the notice period constitutes acceptance of the amended Trainer Agreement. Material changes that alter Trainer’s economic relationship with SuiteFit or the worker-classification structure described in Section 4 will be presented to Trainer for affirmative acceptance before they take effect.

23.3 Waiver; severability

No failure or delay in exercising any right will operate as a waiver. If any provision of this Trainer Agreement is held unlawful or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.

23.4 Assignment

Trainer may not assign this Trainer Agreement without SuiteFit’s prior written consent. SuiteFit may assign this Trainer Agreement at its discretion, including in connection with a merger, acquisition, or sale of assets.

23.5 Notices

Notices to SuiteFit must be sent to admin@suitefit.info and to SuiteFit LLC, 20 NE 2nd St., Unit 2803, Minneapolis, MN 55413. Notices to Trainer may be sent to the email address or postal address Trainer has provided in Trainer’s account.

23.6 Construction

This Trainer Agreement has been negotiated and drafted by both parties and will be construed according to its fair meaning, without presumption against the drafter. Where applicable mandatory law requires construction against the drafter, that law controls.

23.7 Counterparts; electronic acceptance

This Trainer Agreement may be accepted electronically and applies with the same force as a written, signed agreement. The English-language version controls in the event of any translation conflict.

23.8 No third-party beneficiaries

Except as expressly stated, this Trainer Agreement is for the benefit of the parties and does not create any rights in any third party.

24. Contact

For questions or notices regarding this Trainer Agreement:

SuiteFit LLC

20 NE 2nd St., Unit 2803

Minneapolis, MN 55413

United States

Trainer support: admin@suitefit.info

General: admin@suitefit.info

Privacy: admin@suitefit.info

Phone: 612-472-5724