Exercise Coach Terms and Conditions for Referral Fees

These Terms and Conditions (“Terms”) govern participation in TEC’s Referral Program (“Program”), administered through Referral Rock Inc., a Delaware corporation (“Referral Rock”). By enrolling, participants agree to comply with these Terms, the Program, TEC’s Privacy Policy, and any applicable laws.

1. Eligibility

The Program is open to current TEC clients and TEC-approved social media influencers of TEC in the United States. Additional participant categories may be added at TEC’s discretion. Participants must be at least 18 years old to participate. The Program is not open to employees of TEC or its affiliates, franchise owners, or their employees unless specifically designated. Self-referrals and referrals of immediate family members are prohibited. Referrals of existing clients, coaches, or staff are not eligible.

2. Qualified Referrals

A “Qualified Referral” occurs when a new customer (“Referee”) uses a unique referral code or link provided by the participant (“Referrer”) and completes qualifying purchases totaling at least $400 in Net Revenue for personal training services with TEC. These services may include strength training, balance training, assisted stretching, or other approved modalities. The Referee must complete these purchases within twelve (12) months after confirmation as a Qualified Referral, enter into a written agreement with TEC for such services, and timely pay TEC under that agreement.

For purposes of these Terms, “Net Revenue” means the gross amounts actually collected by TEC from Qualified Referrals, less taxes, duties, refunds, chargebacks, and bona fide credits. No reward shall be due for any revenue received after termination of the Program, these Terms, or the Referee’s participation, except as otherwise provided herein. No reward shall be issued for revenue generated from customers who were existing customers or active prospects of TEC prior to acceptance as a Qualified Referral, or for revenue arising from renewals, expansions, or follow-on transactions beyond the specified period.

Only one referral code may be applied per Referee. Duplicate or fraudulent referrals are not permitted.

3. Rewards

Rewards are issued as non-cash incentive credits through Referral Rock’s payout platform and have no cash value. Rewards may be redeemed for eligible third-party gift cards or other rewards, including Tango Choice or Tango Card, subject to the terms and availability of the payout provider. TEC does not issue gift cards and is not responsible for third-party reward fulfillment.

The Referrer will receive a $149 reward for each Qualified Referral, and the Referee will receive a $149 reward upon qualification as a Qualified Referral under these Terms. TEC reserves the right to change reward amounts, structures, or payout methods at any time, subject to applicable law. Rewards are only issued after confirmation that the referral meets all Program requirements.

Rewards will typically be processed within sixty (60) days after confirmation of a Qualified Referral. TEC reserves the right to extend processing time in cases of verification, suspected fraud, or system delays. Unless approved in advance in writing by TEC, individuals may receive a maximum of $599 in total rewards per calendar year, whether acting as Referrer or Referee. Partial rewards will not be issued. TEC also reserves the right to void, reverse, or recover any rewards issued in error, including those resulting from system malfunction, administrative mistake, or incorrect attribution.

4. Marketing & Communications Standards

Referrers must share only truthful, accurate, and non-misleading information and must avoid unsubstantiated or exaggerated claims regarding program efficacy, outcomes, or credentials. Referrers are required to disclose their referral relationship, such as stating “I may receive a reward if you sign up using my code,” in compliance with Federal Trade Commission (FTC) regulations and any applicable state or local laws. All communications must use respectful and appropriate language and imagery.

Referees may share personal experiences but may not imply guaranteed results or professional medical outcomes.

5. Brand Representation

Participation in the Program does not create any employment, agency, partnership, or joint venture relationship with TEC. Participants may not represent themselves as employees, agents, or official representatives of TEC, nor may they speak on behalf of or bind TEC in any manner. Permitted participation is limited to sharing referral codes and personal experiences as independent clients, coaches, or influencers.

All intellectual property of TEC, including associated rights and goodwill, remains the sole property of TEC and its affiliates. Any use of such intellectual property by participants will inure to the benefit of TEC. Intellectual property includes, but is not limited to, patents, trademarks, service marks, logos, trade names, domain names, copyrights, software, databases, designs, trade secrets, confidential information, business methods, customer lists, and all related registrations and rights worldwide.

6. Code of Conduct

Participants are expected to conduct themselves with honesty, integrity, and respect when promoting TEC. Communications must remain professional and aligned with TEC’s brand values. Participants must avoid any offensive, harassing, or discriminatory behavior and must not exploit the Program in ways that could harm TEC’s reputation, systems, or community. All participants must comply with applicable laws and these Terms at all times and must refrain from making any medical or efficacy claims beyond those officially published by TEC.

7. Audit Rights

TEC may, upon at least thirty (30) days’ prior notice, audit the records of a Referrer as reasonably necessary to verify the accuracy of reward calculations. If such an audit reveals an overpayment of more than five percent (5%) for the audited period, the Referrer must promptly repay the deficiency with interest at the lesser of one percent (1%) per month or the maximum rate permitted by law. The Referrer will also be responsible for reimbursing TEC for the reasonable costs of the audit.

8. Grounds for Disqualification or Revocation

TEC may suspend or terminate referral accounts and withhold rewards at its sole discretion for conduct including, but not limited to, self-referrals, fraudulent activity, manipulation of the Program, mass distribution of referral codes through spam or unauthorized channels, use of paid advertising without written approval, unauthorized discounts or credits, misrepresentation of services or results, impersonation of TEC, offensive or inappropriate conduct, failure to comply with FTC or consumer protection laws, or any behavior deemed harmful to TEC or inconsistent with its values.

9. Taxes

Rewards received through the Program may be considered taxable income. Participants are solely responsible for any applicable taxes. If earnings may exceed $600 in a calendar year, participants must receive prior written approval from TEC. In such cases, participants will be required to complete a W-9 form and will receive a 1099 form for reporting purposes.

10. Program Changes & Termination

TEC reserves the right to modify, suspend, or terminate the Program or these Terms at any time without prior notice. Any pending but unpaid rewards at the time of termination may be honored at TEC’s sole discretion.

11. Privacy & Data

Participation in the Program requires the collection and processing of personal information. All referral information will be managed in accordance with TEC’s Privacy Policy.

12. Compliance with Laws; Void Where Prohibited

Participants must comply with all applicable federal, state, and local laws, regulations, and restrictions, including those related to referrals, anti-kickback provisions, and fee-splitting. If any provision of these Terms is determined to violate applicable law, that provision will be deemed void, and the remainder of the Terms will remain in full force and effect, provided that the overall purpose of the Terms is not frustrated.

13. Limitation of Liability

TEC makes no warranties regarding the operation of Referral Rock’s systems, reward delivery, or tracking accuracy. TEC is not liable for technical errors, delays, or loss of rewards resulting from system malfunctions or third-party platforms.

TEC’s total liability under this Program will not exceed the value of Qualified Referrals legitimately earned and verified in accordance with these Terms. Claims related to fraudulent or invalid referrals are excluded. In disputes, TEC retains sole discretion to determine eligibility and payout, and liability for disputed referrals will not exceed $450 per referral source. Under no circumstances will TEC be liable for indirect, incidental, consequential, special, or punitive damages, or for any loss of profits or revenue.

14. Inquiries on Payouts

Questions regarding referral payouts may be directed to info@exercisecoach.com. Responses are typically provided within three (3) to five (5) business days.

15. Assignment

Participants may not assign or transfer any rights under these Terms without prior written consent from TEC. Any unauthorized assignment is null and void.

16. Governing Law; Venue; Arbitration

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms will be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will take place in Montgomery County, Texas, before a single arbitrator. Judgment on the arbitration award may be entered in any court of competent jurisdiction. TEC reserves the right to seek injunctive relief in court where appropriate.

17. Waiver

Any waiver by TEC must be in writing. A waiver of any breach or default will not be deemed a waiver of any subsequent breach or default.

18. Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be interpreted to reflect the original intent as closely as possible, and the remaining provisions will remain in full force and effect.