Mr Z for Gyms: Business Terms of Service

• "Service": Mr Z for Gyms, made up of the Member App, the Owner Console and the related emails, as described in section 2.
• "Member": a natural person to whom the Gym gives access to the Member App.
• "Member App": the coaching app the Gym's Members use, at the Gym's address on our site (askmrz.io/c/<gym>) or on a Custom Domain.
• "Owner Console": the area where the Gym manages Members, billing, sessions and branding.
• "Seat": one Member's access to the Member App.
• "Session": one live AI personal training session in the Member App. "Session Block": a prepaid quantity of Sessions.
• "Branding Plan": the optional paid plan for the Gym's own look and Custom Domain (section 6).
• "Custom Domain": a web address other than ours on which the Member App is served (section 7).
• "Fees": all amounts payable by the Gym under these Terms.
• "Member Data": personal data about Members processed by us for the Gym, as defined in the DPA.

2.1 The Service gives each Member an AI fitness coach in an app presented under the Gym's name: training plans, live AI personal training sessions using the camera of the Member's own device, nutrition guidance and logging, daily check-ins, posture and body-composition scans, progress tracking and monthly reviews. The Owner Console lets the Gym add and remove Members, buy and assign Sessions, manage billing and set up its branding.

2.2 The Service relies on third-party AI models and cloud providers (listed in the DPA). AI output is generated automatically and can be incomplete or wrong (see section 12).

2.3 We may improve, change or withdraw features. We will not materially reduce the core coaching functionality of a Seat during a period the Gym has already paid for without giving at least 30 days' notice.

2.4 We aim to keep the Service available at all times but do not guarantee uninterrupted or error-free operation. [Confirm: no uptime commitment or service credits are offered.]

3.1 The Gym must give accurate information, keep its sign-in details secure and tell us promptly of any unauthorised use. The Gym is responsible for everything done through its Owner Console. Each account runs one gym; each further location needs its own account.

3.2 The Gym decides who becomes a Member. It must only add people who have agreed to receive access, and it must have a lawful basis to give us their details (see the DPA).

3.3 The Member App is for adults. The Gym must not give access to anyone under 18.

3.4 A Seat is for one natural person. The Gym must not let Members share a Seat.

3.5 We may work with independent sales representatives who are paid a commission by us. They are not our agents for any other purpose and cannot change these Terms or make promises on our behalf. Only a written variation signed by us binds us.

4.1 Seat fee. Each billable Seat costs EUR 4.99 / GBP 4.40 / AED 21.00 / USD 5.80 per month, in the billing currency the Gym chose when creating its account, plus applicable taxes (section 9). There are no tiers and no setup fee.

4.2 When a Seat becomes billable. Adding a Member's email address is free. A Seat becomes billable when that Member signs in to the Member App for the first time, and stays billable until the Gym removes the Member. Members cannot sign in until the Gym's subscription is active.

4.3 Monthly billing and proration. Seats are billed monthly in advance through a Stripe subscription whose quantity is the number of billable Seats. When a Seat becomes billable during a billing period, the next invoice includes a prorated charge for the rest of that period; when the Gym removes a Member, the next invoice includes a prorated credit. Credits are applied to future invoices and are not paid out in cash.

4.4 Minimum. While the subscription is active, Stripe bills at least one Seat, even if no Member has signed in yet.

4.5 Payment. The Gym pays by card or another method offered in Stripe Checkout, and authorises us (through Stripe) to charge recurring Fees as they fall due. We do not receive or store card details. Invoices and receipts are available in the billing portal.

4.6 Currency. The billing currency is fixed at sign-up. To change it, the Gym writes to us.

4.7 Price changes. We may change the Fees by giving at least 30 days' notice by email. The new price applies from the first billing period starting after the notice period. If the Gym does not agree, it may cancel before the change takes effect.

4.8 Except where these Terms say otherwise or the law requires, Fees are non-refundable.

5.1 Purchase. Sessions are prepaid. The Gym buys them wholesale in Session Blocks of 20, 500, 1,500, or 3,000 Sessions, at the price shown in the Owner Console at the time of purchase. Purchased Sessions go into the Gym's pool.

5.2 Assignment. The Gym assigns Sessions from its pool to individual Members. A Member uses a Session when starting a live AI personal training session. The Gym may take back any unused Sessions it has assigned; unused Sessions of a removed Member return to the pool automatically.

5.3 Refunds. A Session Block is non-refundable once any Session from it has been assigned to a Member. A Session Block from which no Session has been assigned may be refunded in full if the Gym asks in writing within 14 days of purchase. [Decision for the product owner: confirm or remove the 14-day refund for wholly unassigned blocks.]

5.4 No expiry. Sessions do not expire while the Gym's account remains open. When the account ends, unused Sessions lapse without refund. [Decision for the product owner: confirm that unused Sessions lapse on termination.]

5.5 Auto top-up. If the Gym switches on auto top-up, it authorises us to charge the card saved at its last Session Block purchase for the selected Session Block whenever its pool falls below the threshold it set. The Gym can switch auto top-up off at any time in the Owner Console.

5.6 Resale to Members. The Gym may resell Sessions to its Members at any price it chooses. The Gym sells in its own name and for its own account: it is the seller to its Members, it takes the payment, and we are not a party to that sale and never see it. The Gym is solely responsible for its obligations to Members under consumer and other applicable law, including pre-contract information, cancellation and withdrawal rights, refunds, issuing receipts and invoices to Members, and charging and accounting for any tax on its sales. The Gym must not present us as the seller or make promises about the Service on our behalf, and it indemnifies us against claims arising from its resale (section 17.5).

5.7 Sessions have no cash value and cannot be transferred to another gym.

6.1 What it covers. The Branding Plan lets the Gym present the Member App with its own colours, backdrop, font, text size and logo, its logo and colours in emails to Members, and a Custom Domain (section 7).

6.2 Free trial. Branding is free for 30 days from the day the Gym's account is created. No card is needed for the trial, and there is one trial per gym. During the trial, the Gym can connect a domain it already owns; a domain registered by us (section 7.2) needs a paid Branding Plan.

6.3 Price. After the trial, the Branding Plan costs EUR 79.99 / GBP 69.99 / AED 329.00 / USD 89.99 per month billed monthly, or EUR 59.99 / GBP 51.99 / AED 259.00 / USD 69.99 per month billed annually in a single payment, plus applicable taxes. It is a separate subscription from the Seats, renews automatically at the end of each period and can be cancelled at any time in the billing portal, effective at the end of the current period. Annual payments are not refunded pro rata.

6.4 Automatic lock. If the trial ends without a Branding Plan, or the plan is cancelled or remains unpaid after Stripe's retries, the Member App returns automatically to the standard Mr Z for Gyms look. The Gym's name and its coach's name stay visible, and every branding setting is kept, so subscribing again restores the Gym's look at once. A Custom Domain stops serving the Member App while branding is locked, and Members are redirected to the standard address.

6.5 Brand assets. The Gym grants us a non-exclusive, royalty-free licence to use the names, logos and other material it uploads, only to provide the Service. The Gym confirms it has the rights to that material.

7.1 A domain the Gym owns. The Gym may connect a domain it already owns by adding the DNS records we show. The Gym remains the owner and is responsible for its registration, renewal and DNS.

7.2 A domain we register. With an active, paid Branding Plan, the Gym may ask us to register a new domain for it, chosen from available names that are not premium and fall within our price limit for both the first year and renewal. We register at most one new domain per gym in any 12 months.

7.3 Ownership. A domain we register is registered in our name, or in the name of a registrant we designate, and is held by us. The Gym does not own it. While its Branding Plan is active, the Gym has the right to have its Member App served on it.

7.4 Renewal and release. We renew the domain while the Gym's Branding Plan is active. If branding has been locked for 60 days or more, or the Gym's account is cancelled, we switch off auto-renewal and the domain may lapse at the end of its registration period and be released. If the Gym returns before it lapses, renewal is switched back on. We are not responsible if a third party registers a released domain.

7.5 Transfer. Once the Gym has paid for at least 12 months of the Branding Plan in total and has no overdue Fees, we will, on the Gym's written request, transfer the registration of a domain we registered for it to the Gym or to a registrar it names. The Gym pays the cost of the transfer at cost, without mark-up, including any transfer fee and any renewal year the registry charges as part of the transfer. Before that point, a domain we registered cannot be transferred. [Decision for the product owner: confirm the 12-paid-month rule and the at-cost charge.]

7.6 The Gym must not ask for a domain that infringes anyone's rights. We may refuse any domain at our discretion.

8.1 If a payment fails, Stripe retries it automatically over several days and emails the Gym. During the retries the account is shown as overdue, and Members keep their access.

8.2 If every retry fails, the subscription ends and access is suspended automatically: Members can no longer sign in, and branding locks (section 6.4). The Gym keeps access to the Owner Console to pay and restart. Sessions already bought are not taken away. Restarting the subscription restores access, subject to section 19 if the account has ended.

8.3 We may also suspend the Service, in whole or for particular Members, with notice where practicable, if the Gym materially breaches these Terms, if its use creates a security or legal risk, or if the law requires it. We will restore access once the cause is resolved.

9.1 Prices are stated exclusive of VAT, GST and sales tax. [Confirm: Stripe is set to treat these prices as tax-exclusive.] Where tax applies, it is calculated by Stripe Tax from the Gym's billing address and tax ID and shown as a separate line on the invoice.

9.2 Reverse charge. Where the reverse-charge mechanism applies, for example to a VAT-registered business in the European Union or the United Kingdom, we invoice without VAT, the invoice says so, and the Gym accounts for the VAT in its own country. The Gym must give a valid VAT number and keep it up to date. If the number is missing or invalid, we may charge VAT.

9.3 Our tax registrations: [UAE VAT TRN, and any EU / UK VAT registrations, or state that none exist].

9.4 The Gym is responsible for any tax on its own resale of Sessions or other services to its Members.

9.5 If the law requires the Gym to withhold tax from a payment to us, the Gym pays the additional amount needed for us to receive the full Fee.

The Gym must not, and must not allow Members or staff to:

• use the Service unlawfully, or to harm, harass or deceive anyone;
• give access to anyone under 18, or let more than one person use a Seat;
• resell, sub-license or provide the Service to another business, other than reselling Sessions to its own Members under section 5.6;
• copy, reverse engineer, scrape or use automated means to access the Service, or try to get around its limits, including the AI fair-use limits in section 11;
• upload material that infringes anyone's rights or that is unlawful;
• present the Service as medical care, diagnosis, treatment or rehabilitation, or make health claims about it that these Terms do not support;
• probe, scan or test the security of the Service without our written consent;
• use the Service or its output to build a competing product or to train AI models.

11.1 Each Seat includes a monthly allowance of AI-powered features, such as written replies to daily check-ins, meal analysis from text and photos, posture and body-composition scans, and plan generation. Each feature has its own monthly limit per Member, and each Member has an overall monthly AI budget.

11.2 When a Member reaches a limit, the feature concerned switches for the rest of the calendar month to its standard version that does not use AI, and the rest of the Member App keeps working. Allowances reset on the first day of each calendar month (UTC).

11.3 Live AI personal training Sessions are not part of the monthly allowance: they are paid for from the Gym's Session Blocks. Questions a Member asks the coach during live Sessions are limited per day.

11.4 We may adjust the allowance to keep the Service sustainable and to prevent abuse. We will not materially reduce it during a period the Gym has already paid for without 30 days' notice. [Confirm where the current per-feature limits are published to Gyms, for example in the Owner Console help page.]

12.1 Mr Z is an artificial intelligence-driven fitness coaching and training support system. It is not a medical device, not a healthcare service, and does not provide medical advice, diagnosis, or treatment of any kind. Its guidance, including posture analysis, form feedback, body-composition estimates and training and nutrition programming, relies on automated algorithms, machine learning models and computer-vision interpretation, is not a substitute for in-person professional coaching or medical supervision, and may contain inaccuracies.

12.2 The Gym must make clear to its Members that the Service is not medical advice and that they should consult a licensed physician before starting any new exercise or nutrition programme, in particular if they have a pre-existing medical condition, injury or physical limitation. The optional pre-session health questionnaire is a screening aid, not a medical assessment.

12.3 Physical exercise carries inherent risks of injury and other health complications. The Gym remains responsible for its own duty of care to Members, for its premises and equipment, and for the supervision and advice given by its staff.

12.4 To the maximum extent permitted by law, we are not liable for any injury, adverse health outcome, damage or claim arising from a Member's execution of AI-generated training recommendations, automated form analysis or posture assessments, or from the use of the Service. The Service must not be used in an emergency.

13.1 We and our licensors own the Service, its software, content, models and the Mr Z name and marks. During the term we grant the Gym a non-exclusive, non-transferable right to use the Service and make the Member App available to its Members under these Terms.

13.2 The Gym owns its name, logos and brand assets, and Member Data is handled as set out in the DPA.

13.3 We may create and use aggregated statistics about the use of the Service that do not identify the Gym or any individual, to run and improve the Service.

13.4 We will not use the Gym's name or logo in our marketing without its permission. If the Gym gives us feedback, we may use it freely.

Each party will keep the other's non-public business information confidential, use it only for the purposes of these Terms, and disclose it only to people who need it and are bound by similar obligations. This does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, or must be disclosed by law. These obligations continue for three years after the Terms end. Member Data is covered by the DPA instead.

15.1 For Member Data, the Gym is the controller and we are its processor. The DPA sets out how we process it.

15.2 For the details of the Gym's owner and staff, the Gym's billing information and our own legal and tax records, we are the controller and process them as described in our Privacy Notice. [Confirm the Privacy Notice covers gym owners and staff, or publish a separate notice for them.]

16.1 Each party confirms it has the authority to enter into these Terms.

16.2 Except as expressly set out in these Terms, and to the extent permitted by law, the Service is provided "as is" and "as available", and we give no other warranties, express or implied. Any figures we show about potential revenue or member retention, including on our sales pages, are illustrative estimates and not a promise of results.

17.1 Nothing in these Terms limits or excludes liability for fraud, for death or personal injury caused by negligence, or for anything else that cannot be limited or excluded by law.

17.2 Neither party is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.

17.3 Each party's total liability arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, is limited to the total Fees paid by the Gym to us under these Terms in the 12 months before the event giving rise to the claim.

17.4 The limits in sections 17.2 and 17.3 do not apply to the Gym's obligation to pay Fees or to the Gym's indemnity in section 17.5.

17.5 The Gym will indemnify us against claims by Members or other third parties, and resulting losses and reasonable costs, arising from the Gym's resale of Sessions or other services to Members, its premises, staff and services, its breach of section 10, or its lack of a lawful basis for the Member Data it gives us or instructs us to process.

18.1 These Terms start when the Gym accepts them and continue until ended under this section.

18.2 The Gym may cancel the Seat subscription and the Branding Plan at any time in the billing portal. Cancellation takes effect at the end of the current billing period, and Fees already paid are not refunded.

18.3 We may end these Terms for convenience on 60 days' written notice. [Decision for the product owner: confirm the notice period.] Either party may end them immediately by written notice if the other materially breaches them and does not remedy the breach within 14 days of being asked to, or becomes insolvent. We may also end them if the Gym's subscription has been suspended for non-payment for more than 30 days.

18.4 When these Terms end, access to the Service ends, unused Sessions lapse (section 5.4), domains we registered are handled under section 7, and Member Data is exported and deleted under section 19. Sections that by their nature should survive, including 5.6, 12, 13, 14, 17, 19 and 21, survive.

19.1 For 30 days after the Terms end, the Gym may ask us in writing for an export of its Member Data and its account data. We will provide it in a commonly used, machine-readable format (such as CSV or JSON) by a secure link within 30 days of the request. Exports are currently prepared by our team on request: the Owner Console does not yet have a self-service export.

19.2 After that 30-day period, or earlier if the Gym instructs us in writing, we delete the Member Data as set out in the DPA, except where the law requires us to keep it. Our own invoices and tax records are kept for as long as the law requires.

20.1 We may update these Terms and the DPA. For a material change, we will give at least 30 days' notice by email or in the Owner Console, and the Owner Console will ask the Gym to accept the new version.

20.2 Until the Gym accepts the new version, its Members keep their access and its existing subscriptions continue, but it cannot buy Session Blocks or a Branding Plan. If the Gym does not want to accept the new version, it may cancel under section 18.2 before the change takes effect.

20.3 Changes needed to comply with the law, or that are not material (such as wording or formatting), may take effect immediately. The version and date at the top of this page always identify the current text.

21.1 These Terms and the DPA are the entire agreement between the parties about the Service and replace any earlier understanding. Where they conflict on data protection, the DPA prevails.

21.2 We may assign these Terms to an affiliate or to a successor of our business. The Gym may not assign them without our written consent.

21.3 Neither party is liable for a delay or failure caused by events beyond its reasonable control.

21.4 Notices to the Gym are sent to the email address of its owner account. Notices to us are sent to contact@askmrz.io.

21.5 The parties are independent contractors. Nobody other than the parties has rights under these Terms. If any provision is found unenforceable, the rest remains in force. A failure to enforce a right is not a waiver of it.

21.6 These Terms may be provided in several languages. The English version prevails in case of any difference.

22.1 These Terms are governed by the laws of the United Arab Emirates, as applied in the Emirate of Ras Al Khaimah, consistent with our consumer Terms & Conditions.

22.2 The courts of [competent forum: the courts of Ras Al Khaimah, or the DIFC Courts as chosen in our Ambassador Terms, or arbitration] have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

22.3 This does not deprive either party of the protection of mandatory data protection law that applies to the Gym, which the DPA addresses.

Zen Vitality Partners FZ-LLC, [registered address], Ras Al Khaimah, United Arab Emirates. Email: contact@askmrz.io.