These Terms of Service (the “Terms”) govern your use, as a fitness coach, gym, or other fitness or health professional (“Partner,” “you,” “your”) of the Lenus system, mobile application for Partners (the “Lenus Partner App”), dashboard for Partners and website located at https://www.lenusehealth.com/ (collectively, the “Lenus Platform”). These Terms also govern your use of the Zenfit platform, the Zenfit - for coaches app, and the Zenfit website located at https://www.zenfit.io/, as well as the Beefit platform, the Beefit Coach app and the Beefit website located at https://beefit.io/ (collectively, together with the Lenus Platform, the “Platform”), and any services, including without limitation the services described in the “Services” section below (collectively, together with the Platform, the “Services”), offered by Lenus, Zenfit or Beefit (collectively, “Lenus”) to Partners. As used in these Terms, “Lenus”, “we”, “us”, and “our” means the applicable Lenus Contracting Party (as defined in Section 10 below). 

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Lenus provides a comprehensive digital Platform designed to support fitness and health professionals in managing and growing their coaching and wellness consulting businesses. The Platform includes tools and services such as client management features and payment processing integrations. Lenus may also provide additional commercial services, including marketing and business development assistance, to help Partners scale their businesses.

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If you have registered to use the Services for the purpose of accessing, obtaining or otherwise acquiring 1:1 coaching, fitness training, meal planning or other health and wellness related services from a Partner as a consumer, you are a “User” (or, for the purposes of these Terms, a “Client”) and these Terms do not apply to you. The Terms of Service applicable to Users are available here: https://www.lenusehealth.com/legal/terms-conditions.

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1. Account Terms

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1. By registering for, accessing, or using the Platform, you confirm your acceptance of these Terms, as they may be amended from time to time, and you confirm that you have read and understood Lenus’s Privacy Policy available at https://www.lenusehealth.com/legal/privacy-policy. If you do not agree to these Terms you may not access the Platform or use the Services.

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2. Lenus may update these Terms periodically. We will provide you with reasonable advance notice of any changes that materially affect your use of the Services by sending an email to your primary account email, providing notice through your Partner Dashboard (as defined below), or by similar means. Your continued access to our use of the Services after such notification, if applicable, or after we post such updated Terms, will signify your acceptance of and your consent to be bound by the updated Terms. However, Lenus may make changes that materially adversely affect your use of the Services or your rights under the Terms at any time and with immediate effect for legal, regulatory, or security reasons, or fraud and abuse prevention. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms will be effective immediately upon posting of such updated terms at this location.

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3. You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit any portion of the Services except as expressly permitted by these Terms, or access to the Services without the express written permission by Lenus.

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4. You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, decompile, disassemble,reverse engineer, or otherwise attempt to derive or gain access to the source code of the Services.

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5. You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

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6. You understand that your Materials (as defined below) may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means any material uploaded to the Platform by Partner, including, without limitation, Plans (as defined below), guides, pictures, videos, audio, and other materials generated or owned by Partner without the use of the Platform.

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IF YOU ARE LOCATED IN THE UNITED STATES OR CANADA,THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, AND A WARRANTIES DISCLAIMER. PLEASE READ THESE SECTIONS CAREFULLY AS THEY MAY REQUIRE YOU, AMONG OTHER THINGS, TO SUBMIT TO BINDING ARBITRATION AND GIVE UP YOUR RIGHT TO A JURY TRIAL.

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2. Your Account

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2.1 Registration and Access

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To access the Lenus Platform and use the Services as a Partner, you must register for a Lenus account (“Account”) and sign a master services agreement including its appendices (the “Master Services Agreement”). In addition to the Master Services Agreement you may enter into one or more separate agreements for additional services offered by Lenus (each, a “Services Agreement”, and, together with the Master Services Agreement, the “Agreements”). To complete your Account registration, you must:

1. Be the older of (i) 18 years old, or (ii) the age of majority in the jurisdiction where you reside.
2. Unless otherwise expressly agreed in writing by Lenus, operate a legally registered business entity in one of the following jurisdictions: Denmark, Sweden, Norway, Finland, United Kingdom, Netherlands, Germany, Spain, United States, or Canada.
3. Only use the Services for the purposes of carrying on a business activity and not for any personal, household or family purpose.
4. Provide Lenus with your full legal name, business legal name, business address, business registration number, VAT number, IBAN number, phone number, a valid email address, and any other information indicated as required, including any information required for Lenus to validate your identity. You must ensure that all provided information is accurate, complete, and kept up to date at all times.

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Your Master Services Agreement will be made available to you after it has been signed by you and Lenus. Your Master Services Agreement contains information about the duration of your use of the Services and these Terms (the “Term”), termination, notice requirements, and fees applicable to your use of the Services (the “Fees”). You agree not to access the Platform or use the Services without a valid mutually executed Master Services Agreement in place.

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2.2 Account Owner

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1. Subject to Section 2.2 (2) below, the person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of your Account and these Terms.

2. If you are signing up for the Services on behalf of a Partner, whether as an employee, consultant or other authorized representative, such Partner will be the Account Owner. You must use an email address associated with the Partner and you further represent and warrant that you have the authority to bind them to our Terms.

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2.3 Assistant Accounts

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1. You are able to create one or more assistant accounts (“Assistant Accounts”) allowing other people on your team to access the Account. Each Assistant Account must include a full legal name and a valid email account. Assistant Accounts have limited Account access and are not authorized to change general Account settings. As an Account Owner you can restrict what Clients an Assistant Account has access to.
2. The Account Owner is responsible for: (a) ensuring its employees, consultants, agents and subcontractors (collectively, “Representatives”), including via Assistant Accounts, comply with these Terms; (b) any breach of these Terms by the Account Owner’s Representatives; and (c) promptly revoking or updating access for any Assistant Accounts allocated to persons who are no longer part of your team or no longer require access.

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3. Partner Responsibilities

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3.1 Client Services

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You are solely responsible for all the services and goods that you offer or provide through the Services, and for all aspects of the relationship between you and your Clients. This includes, but is not limited to, descriptions, price, fees, defects, and taxes that you calculate. While Lenus offers a platform designed to support and enhance Client management, streamline workflows, and optimize the delivery of your services, you are solely responsible for the quality, effectiveness and outcome of your services. Without limiting the foregoing, you agree:

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1. That all materials, content, advice, and information, including but not limited to Plans (as defined below), communication, training instructions, and coaching guidance provided to Clients in connection with your services (collectively, “Coaching Materials”) are solely your responsibility. Lenus does not review, endorse, or assume any liability for such Coaching Materials.

2. Not to market, direct, or provide your services to Clients under the age of 18 or the age of majority in the Client’s jurisdiction; 

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3. Not to use illegal substances in the services you provide subject to these Terms and the Agreements, including, but not limited to, providing any advice or coaching, implicit or explicit, on the consumption or use of substances and/or performance-enhancing drugs that are illegal in your jurisdiction and/or the jurisdictions where your Clients are based, unless such substances are lawfully prescribed by a licensed medical professional and used in accordance with applicable laws and regulations; and

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4. Not to engage in any other practices that may adversely affect the goodwill, credibility or reputation of Lenus, including but not limited to sending communications or using the Website (as defined below) or Platform in any manner, or having any content on the Website or Platform, that (a) uses hateful speech, harmful content or includes any information that is inaccurate, false, deceiving or misleading (b) promotes socially irresponsible, harmful or objectionable activities (including, without limitation, in relation to e.g. promoting unhealthy dietary choices), or (c) violates any rights of any third party.

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3.2 Contractual Relationships and Public-Facing Contact Information

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You acknowledge and agree to provide public-facing contact information on your Website (as defined below).

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOU ENTER INTO VALID CONTRACTUAL RELATIONSHIPS WITH YOUR CLIENTS AND THAT ANY LEGAL DOCUMENTS (INCLUDING, BUT NOT LIMITED TO, THE TERMS OF SERVICE) PUBLISHED ON YOUR WEBSITE COMPLY WITH ALL APPLICABLE LAWS AT ALL TIMES AND TO ENSURE THAT YOUR BUSINESS AND CONTACT INFORMATION IS UPDATED AS REQUIRED.

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3.3 Plans

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Lenus provides a tool that enables you to create and customize meal and training plans (“Plans”, and, each individually, a “Plan”) for your Clients.

1. You agree to review and validate the Plans prior to sending them to your Clients. You further agree that you are solely responsible for the content of the Plans sent to your Clients.

2. You agree not to, without the prior express written consent of Lenus, undertake the following activities with respect to any Plan: (i) sell or in any other way distribute the Plan in any way, other than as permitted by these Terms; or (ii) use, reuse, sell, or in any other way distribute any Plan after the Agreement End Date (as defined in your Master Services Agreement).

3. You understand and acknowledge that the meal planning tool is not a medical device or diagnostic tool.

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YOU ASSUME ALL RISKS ARISING FROM AND RELATING TO THE USE OF PLANS WHEN PROVIDING SERVICES TO YOUR CLIENTS. YOU ACKNOWLEDGE THAT LAWS VARY AND THAT IT IS YOUR RESPONSIBILITY TO UNDERSTAND AND COMPLY WITH ALL NUTRITION, DIETITIAN, HEALTH AND ANY OTHER APPLICABLE LAWS, RULES, AND REGULATIONS IN THE JURISDICTIONS WHERE YOU OPERATE OR WHERE YOUR CLIENTS ARE LOCATED.

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3.4 Moderation of Client Content

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Clients may upload content and interact with each other through the Groups feature (as described below in section 8), and it is your responsibility to moderate such communities. This responsibility shall include, without limitation, removal of Clients who violate terms or standards of behavior from the community group, responding promptly to Client questions or concerns, responding to Clients' privacy rights (as applicable) and the deletion of any content that is inappropriate, offensive, illegal, abusive, or that violates any community standard or code of conduct, and/or, infringes on the intellectual property rights of third parties. 

LENUS TAKES NO RESPONSIBILITY FOR THE ACTIONS AND INTERACTIONS OF CLIENTS IN SUCH GROUPS, INCLUDING BUT NOT LIMITED TO ANY UPLOAD OF DEFAMATORY CONTENT, SPREAD OF HARMFUL MISINFORMATION, ORGANIZATION OF CRIMINAL ACTIVITIES AND THE LIKE.

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3.5 Security Responsibilities

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1. The Account is personal and you are responsible for any and all activity occurring under your Account. Accordingly, you agree not to share your login credentials with any third-parties, including but not limited to your Representatives. Any of your Representatives who need access to the Services, must be invited by you through the Platform and have their own credentials assigned. 

2. You, as the Account Owner, are responsible for creating a strong password and maintaining the security of your login credentials, including the storage of your password, and all electronic devices, IDs, email addresses, passwords, hints, MFA-codes or any other codes that you use to access the Platform or the Services.

3. You shall immediately provide notice to Lenus of any actual or suspected unauthorized access or use of your account. Lenus will not be liable for any loss, including data loss, that you may sustain due to any compromise of your account login credentials (including passwordless credentials such as passkeys and any other means of authentication). Vice versa, your contact information must be kept up to date in your account profile for Lenus to be able to alert you about any suspicious activity suspected at your account, which we may identify. Lenus is not liable for your failure to follow or act on any notices or alerts that we may send to you.

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3.6 Compliance with Laws

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You may not use the Services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright, consumer protection and data protection laws), or the laws applicable to you in your Clients jurisdiction. You should comply with all applicable laws, rules and regulations, codes of practice, self-regulatory requirements and required legal disclosures, including, without limitation, the ones related to: 

1. doing business and existing in the jurisdictions where you choose to do business;
2. your relationship with Clients;
3. data protection and privacy in your use of client personal data;
4. the provision of exercise, nutritional, dietetic advice and/or counseling, including any licenses, degrees, authorizations or any other requirements necessary to comply with all applicable laws;
5. applicable consumer protection laws, data protection laws, and those laws, regulations and codes of practice related to marketing, email, texting, tracking, advertising, communications or other electronic marketing, including, if in the U.S., the Video Privacy Protection Act, and other laws including those related to wiretapping and unfair and deceptive practices and other similar requirements;
6. any financial circumstances, debts, or claims that arise as a result of your relationship with a Client or prospective Client; and
7. any other legal obligations that you may have to Clients in your use of the Services, providing your services, operating your Website (as defined below) and your performance of obligations under these Terms.

YOU SHALL NOT MAKE ANY CLAIMS THAT THE PLATFORM OR SERVICES CAN DIAGNOSE, PREVENT, CURE, ALLEVIATE, TREAT, OR MANAGE ANY DISEASE OR MEDICAL CONDITION; AND YOU SHALL NOT ENGAGE IN ANY ACTIVITIES THAT MAY CONSTITUTE THE PRACTICE OF MEDICINE, HEALTHCARE, NUTRITION OR DIETETICS IN ANY JURISDICTIONS WHERE YOU ARE NOT LICENSED TO DO SO, OR PROCESS OR PROVIDE ACCESS TO ANY DATA, INCLUDING CLIENT DATA AND PERSONAL DATA WHERE YOU HAVE A LEGAL PURPOSE TO DO SO.

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3.7 Data Collection and Processing Obligations

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Under the EU General Data Protection Regulation (“GDPR”), Partners and Lenus are considered joint data controllers when the Partner operates on the Lenus Platform, as they jointly determine the purposes and means of processing personal data. This is further regulated in the Joint Data Responsibility Arrangement governing the processing of personal data on the Lenus Platform.

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If the Partner operates on the Beefit or Zenfit Platform, the Partner is considered the data controller, while Lenus is considered the data processor. The instructions, which Lenus is obligated to comply with according to the GDPR, are regulated in the respective data processing agreements for Beefit and Zenfit.

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3.8 Marketing Activities

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You are responsible for any marketing or promotional activities that you perform related to your services on the Platform, including to ensure compliance with all applicable laws, rules, regulations, codes of practice and directives as outlined in these Terms. You shall bear all costs with respect to the same unless otherwise agreed to in writing by Lenus.

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You agree not to ​​promote socially irresponsible, harmful or objectionable activities, including, without limitation, unsafe nutritional practices.

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Without limiting the aforementioned, you agree not to (i) use malware, spyware or any other aggressive advertising or marketing methods in any of your dealings relating to Lenus; (ii) make any false, misleading or disparaging representations or statements with respect to Lenus; or (iii) copy, resemble or mirror the look and feel of Lenus’ websites, Lenus Trademarks or Services or otherwise misrepresent your affiliation with Lenus, unless approved by Lenus in writing.

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3.9 No Transfer of Clients off the Lenus Platform 

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Soliciting Clients to other platforms or attempting to bypass the Lenus payment structure is prohibited. By using the Platform, you agree not to transfer, delete, or solicit Clients to leave the Platform, or otherwise attempting to circumvent payments from Clients on the Platform.

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3.10 Lenus Code of Conduct 

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You agree to comply with the Lenus Code of Conduct, accessible on the Lenus website (the “Code of Conduct”). 

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3.11 Partner’s Duty to Inform

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You shall promptly inform Lenus of any information known to you that could reasonably lead to a claim, demand, or liability of or against Lenus by any third party. You shall promptly inform Lenus of any Client or third party claim, complaint or objection in relation to these Terms, the Agreements, the Platform, another Partner, or a Plan.

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4. Lenus Rights and Responsibilities

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4.1 Right to Limit Availability of the Services

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The Services have a range of features and functionalities designed to support different coaching and wellness consulting needs and business models. Availability of certain Services or features may vary depending on your Agreements with Lenus, and Lenus reserves the right to tailor offerings to specific jurisdictions or circumstances. Except where prohibited in these Terms or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.

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4.2 No Promise of Exclusivity

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We reserve the right to provide our Services to potential competitors of yours and make no promise of exclusivity. You acknowledge and agree that Lenus may develop, market, and offer products or services that are similar to or compete with those you provide, either independently or in collaboration with others. Furthermore, Lenus employees and contractors may also be Partners and such employees and contractors may compete with you in their role as a Partner; however they may not use your Confidential Information (as defined in Section 6) in doing so.

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4.3 Data Security and GDPR Compliance

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Lenus is committed to safeguarding Client and Partner data through industry standard security measures, including encryption and regular data backups. For details on data processing practices, please refer to the Lenus Privacy Policy and the Joint Data Responsibility Arrangement or the respective data processing agreements.

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5. Intellectual Property

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5.1 Your Materials

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1. We do not claim ownership of the Materials you provide to Lenus; however, we do require a license to those Materials. You grant Lenus a non-exclusive, transferable, sub-licensable, royalty-free, fully paid-up, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license.

2. You grant Lenus a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks, tradenames and logos associated with your Website (as defined below) (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms. This license will survive any termination of the Terms solely to the extent that Lenus requires the license to exercise any rights or perform any obligations that arose during the Term.

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5.2 Lenus Intellectual Property

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1. The Lenus Platform, including all software, content, and branding, is the property of Lenus. During the Term, Lenus grants you a limited, non-exclusive, non-sublicensable, non-transferable and fully revocable license to use the Platform solely for your coaching services through Lenus.

2. You agree that you may not use any trademarks, logos, or service marks of Lenus, whether registered or unregistered, including but not limited to the word mark “LENUS”, the terms “Lenus” and “Lenus eHealth”, the Lenus logo, and all related names, logos, product and service names, designs and slogans (“Lenus Trademarks”) unless you are authorized to do so by Lenus in writing. You agree not to use or adopt any marks that may be considered confusing with the Lenus Trademarks. You agree that any variations or misspellings of the Lenus Trademarks would be considered confusing with the Lenus Trademarks.

3. You acknowledge and agree that the Terms do not give you any right to implement Lenus patents.

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5.3 Restrictions

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You agree not to, and to not permit any other person to:

1. remove, delete, alter, or obscure any trademark or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;
2. use the Platform for purposes of: (i) developing, using, or providing a competing product or service; or (ii) any other purpose that is to Lenus’ detriment or commercial disadvantage; or
3. combine the Platform or any part thereof with, or incorporate the Platform or any part thereof, in any other programs.
4. to develop, implement, or integrate any automations, add-ons, extensions, or modifications to the Partner dashboard or Platform.

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5.4 Improvements

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Lenus retains all right, title, and interest, including all intellectual property rights, in and to any modification of or improvement or enhancement to the Services, including to the Platform and Website (as defined below) (collectively, “Improvements”), and Lenus shall, at its sole discretion, decide which of these Improvements, if any, will be shared with Partner.

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In the event that Partner is granted the right of use to any Improvements, Partner shall only have such right for the term of the Agreements under the same terms and conditions as the rights granted under this Section 5.

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6. Confidentiality

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6.1 Confidential Information

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In connection with these Terms and the Agreements, each Party (the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (the “Receiving Party”). Subject to Section 6.2, "Confidential Information" means any and all information in any form or medium (whether oral, written, electronic, or other) associated with a Party’s business and not publicly known, including business information and operations, technical processes, software, product designs, sales, costs, trade secrets, know-how, business plans, strategies, customers, and pricing, and any other information that is treated as confidential by the Disclosing Party or would reasonably be understood to be confidential, whether or not marked, designated, or otherwise identified as “confidential.” Without limiting the foregoing, Confidential Information of Lenus specifically includes: (a) the Platform and its architecture, any associated algorithms, data models, integrations, backend infrastructure and performance metrics; (b) the financial terms of the Agreements; and (c) proprietary analytics and insights generated through the Platform.

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6.2 Exclusions

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Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with these Terms or the Agreements; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with these Terms or the Agreements; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

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6.3 Protection of Confidential Information

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As a condition to being provided with any disclosure of or access to Confidential Information, during the term of the Agreements and at all times thereafter, the Receiving Party shall:

1. not access, copy or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Terms or the Agreements;
2. except as may be permitted under the terms and conditions of Section 6.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information (or any part of it) for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with these Terms or the Agreements; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 6; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 6;
3. safeguard the Confidential Information from unauthorized use, access or disclosure in accordance with applicable laws and regulations and using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; 
4. promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and 
5. not refuse for any reason (including a default or material breach of the Agreements by the other party) to promptly provide the other party’s Confidential Information (including copies thereof) to the other party if requested to do so.

Notwithstanding any other provisions of these Terms or the Agreements, the Receiving Party's obligations under this Section 6 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party.

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6.4 Return or Destruction of Confidential Information

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At the Disclosing Party’s request or upon expiration or termination of the Master Services Agreement or Agreements, the Receiving Party shall promptly return or, if instructed in writing by the Disclosing Party, securely destroy all Confidential Information in its possession or control, including any copies. However, the Receiving Party may retain copies of Confidential Information as required by law or reasonable internal record-keeping policies, provided that such retained information remains subject to the confidentiality obligations outlined in these Terms and in the Agreements.

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6.5 Compelled Disclosures

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If the Receiving Party is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party should promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 6.3. If the Disclosing Party waives compliance or, after providing the notice and assistance (as applicable) required under this Section 6.4, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party will disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

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Notwithstanding the above, if Lenus is compelled by applicable law to disclose any Confidential Information, Partner agrees to provide reasonable assistance to Lenus in opposing such disclosure or seeking a protective order or other limitations on disclosure.

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7. Fees and Payments

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7.1 Payment Processor

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1. Lenus does not process payments or settle transactions (“Payment Processing”) on its own and is not the merchant of record for any Client transactions. Depending on your jurisdiction, the payment service provider that facilitates payments in connection with these Terms and the Agreements is either Stripe Payments Europe, Ltd. or Stripe, Inc. and its respective affiliates (collectively, “Payment Processor"). You agree that Lenus, through a Payment Processor, will handle the administration of all payments received from Clients, and will allocate the proceeds from such payments according to the Master Services Agreement or the applicable Services Agreement. If you are based in the United States or in Canada, you are required to set up a Stripe Connect account when registering for an Account. 

2. You acknowledge and agree that the Payment Processor’s terms and agreements, including, as applicable, the Stripe Connected Account Agreement and the Stripe services agreement applicable to your jurisdiction (collectively, the “Processor Terms”), will govern your agreement and interactions with the Payment Processor. By accepting these Terms, you are also accepting and agreeing to be bound by all of the Processor Terms, which, in each case, is the legal agreement between you and the Payment Processor.

3. Lenus is not a party to any of the Processor Terms and is not liable to you in respect thereof. By accepting these Terms and the Processor Terms you are agreeing to the creation of an account with the applicable Payment Processor entity (a “Processor Account”). In the event of any inconsistency between these Terms and any of the Processor Terms, these Terms shall prevail, except where the inconsistency concerns Payment Processing or the Processor Account, in which case the applicable Processor Terms shall prevail. Lenus reserves the right to change the Payment Processor at any time by providing you 30 days notice. 

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7.2 Revenue Sharing Model and Monthly Billing

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Lenus may operate on a revenue-sharing pricing model or use alternative pricing structures as specified in the Master Services Agreement or the applicable Services Agreement. If a revenue-sharing model applies, all payments made by Clients for your services delivered through the Platform (“Client Fees”) are processed and divided between Lenus and you by the Payment Processor according to the agreed Revenue Split (as defined in the applicable Agreements). 

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For Partners operating under a different pricing model the applicable payment terms, including the method and schedule of payments, will also be detailed in the applicable Agreements.

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You will receive payments into the bank account that you provide to the Payment Processor. You acknowledge and agree that you are responsible for keeping your bank account number and other details related in your Stripe Connect Account up to date. 

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7.3 Payment Fees

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Any payment processing fees (“Processing Fees”) are paid for by you. You agree to pay the Processing Fees that are set out in your Master Services Agreement. If you have a Stripe Connect Account, Processing Fees will be collected from you by the Payment Processor on our behalf in accordance with the terms of your Stripe Connected Account Agreement. Lenus may revise the Payment Fees at any time. If Lenus revises the Payment Fees, Lenus will notify you at least 30 days before the revised Payment Fees apply to you.

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7.4 Taxes

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You acknowledge and agree that you are solely responsible for all taxes, duties and VAT imposed by all governmental entities pertaining to your duties, obligations and performance under these Terms and the Agreements, including but not limited to any transfer tax, sales on use tax, stamp tax, recording tax, value added and any other similar tax or government charge applicable to the Client Fees.

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8. About the Services

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8.1 Platform Description

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The Platform is a comprehensive software system designed to support your coaching or other wellness-related business by enabling delivery of 1:1 services, creating personalized meal and workout plans, tracking Client progress, and efficiently managing Client relationships through the dashboard available to you via the Lenus Platform (the “Partner Dashboard”).

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Key features include, but are not limited to:

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1. Client Relationship Management (CRM)

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The integrated CRM system provides tools to manage leads, onboard new Clients, and monitor their progress in real time. Key tools include:

1. Embedded questionnaires to collect Client data.
2. Dashboards displaying Client status, pending actions, payment updates, and key metrics.
3. Automated workflows to streamline the transition from lead to active Client.

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2. Groups

The platform includes a community group feature that allows you to create and manage groups (“Groups”) for interacting with multiple Clients simultaneously, fostering engagement and support.

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Features may vary between Lenus, Zenfit, and Beefit platforms.

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8.2 Website

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Unless explicitly requested by you not to be included in the Services, Lenus will provide you with a website that is integrated with the Platform (“Website”). The Website:

1. is built by Lenus as part of your onboarding process. The Website is integrated with the Platform and built for the purpose of allowing Clients to sign up for your services as performed under and in accordance with these Terms and the Master Services Agreement; 
2. contains a contact form connected to the Platform (“Lead Form”) through which leads can sign up to your services; and
3. will only be available for the duration of the Master Services Agreement.

The Website and the contents that Lenus owns, including the Lead Form, are licensed to you (subject to the license grant and restrictions in Section 5 and Partner Responsibilities in Section 3.2). At the Agreement End Date, this license will terminate.

For clarity, the Lead Form may under no circumstances be connected to any platform other than the Platform.

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8.3 Lenus Partner App

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As a Partner you will gain access to a mobile application, the Lenus Partner App, which serves as an extension of the Platform. The Lenus Partner App allows you to perform some of your services directly from your mobile device and is available for download via the Apple App Store or Google Play Store. The Lenus Partner App includes features such as: 

1. Client progress tracking.
2. Messaging tools for seamless communication with Clients.
3. Meal and training plan updates on the go.

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8.4 Commercial Services

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Lenus may provide you with the option to receive commercial support services (“Commercial Services”) designed to help ensure the success of your coaching business. These services may include:

1. Strategic guidance to help you grow your business through tailored marketing strategies, effective sales techniques, and innovative growth initiatives designed to maximize Client engagement and revenue.
2. Assistance in maintaining high standards of service delivery through participation in meetings, project management, and review of materials provided by you, while also fostering strong, ongoing relationships to support business success.
3. Support in fully leveraging the tools and functionalities on the Lenus Platform to enhance operational efficiency and improve Client outcomes.
4. Assistance in planning and executing paid marketing campaigns to promote your coaching business.

By utilizing Commercial Services, the Partner acknowledges that Lenus does not guarantee specific results but will provide reasonable efforts to support the success of the business.

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8.5 Inbound Sales Services

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You may opt to utilize Lenus Inbound Sales Services (“Inbound Sales”) to enhance your lead conversion and facilitate sales. Inbound Sales includes the provision by Lenus of one or more sales representatives (each, a “Sales Rep”) to work with you. 

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8.5.1 Sales Rep Employed by Lenus

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The Sales Rep is employed by Lenus. As such, Lenus is responsible for the human resource management of the Sales Rep(s), including payment of salary, holiday pay, provision of necessary equipment, and any other employer related duties and obligations. 

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8.6 Additional Services

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8.6.1 LITE Membership

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Lenus offers a LITE tier for Partners seeking streamlined access to essential software features. Details regarding this tier are outlined in the LITE Terms of Service available in your Partner Dashboard, which you will need to acknowledge and agree to if you choose to create a LITE product.

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8.6.2 Client Referrals

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Lenus enables your Clients to refer new clients via the Platform. Details are managed at Lenus’s discretion.

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8.6.3 Client Benefits

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Clients onboarded through the Lenus Platform may receive exclusive benefits (e.g., discounts on certain services or products). Details are managed at Lenus’s discretion.

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8.7 Service Levels and Availability

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While we strive to maintain consistent service availability, we do not guarantee uninterrupted access. Service disruptions may occur due to maintenance or unforeseen circumstances. You will be notified of planned maintenance when possible.

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9. Limitation of Liability and Indemnification

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9.1 Limitation of Liability

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EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS OR AS REQUIRED BY APPLICABLE LAWS, LENUS SHOULD NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE PLATFORM, THE SERVICES, OR RELATING TO THESE TERMS, PARTNER’S WEBSITE, PARTNER’S RELATIONSHIP WITH ANY CLIENT OR PROSPECTIVE CLIENT, INCLUDING ANY INJURIES (HOWEVER ARISING, INCLUDING NEGLIGENCE). 

THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF LENUS FOR ANY AND ALL DIRECT DAMAGES FOR ANY AND ALL CLAIMS, EVENTS OR OCCURRENCES ARISING UNDER OR RELATING TO THE SERVICES, THESE TERMS OR THE AGREEMENTS, NOTWITHSTANDING THE FORM IN WHICH ANY SUCH ACTION IS BROUGHT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS RECEIVED BY LENUS UNDER THE AGREEMENTS FOR THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM, EVENT OR OCCURRENCE GIVING RISE TO THE DIRECT DAMAGES GIVING RISE TO THE CLAIM.

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THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE REMEDIES UNDER THESE TERMS OR THE AGREEMENTS FAIL OF THEIR ESSENTIAL PURPOSE.

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IN CERTAIN JURISDICTIONS, SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS OF LIABILITY MAY NOT BE PERMITTED, INCLUDING THE EXCLUSIONS FOR PERSONAL INJURY, CONSEQUENTIAL DAMAGES, OR INCIDENTAL DAMAGES, THEREFORE THIS LIMITATION MAY NOT APPLY. THE FOREGOING LIMITATIONS AND EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

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9.2 Indemnification

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You agree to indemnify, defend, and hold harmless Lenus and its officers, directors, subsidiaries, employees, agents, affiliates, subcontractors, successors, and permitted assigns (each, an “Indemnified Party,” and collectively “Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that are incurred by the Indemnified Parties, arising out of or relating to any third-party claim alleging:

1. breach or non-fulfillment of any provision of these Terms of the Agreements by you or your employees or contractors;
2. any negligent or more culpable act or omission of you or your employees or contractors (including any reckless or willful misconduct) in connection with the performance of your obligations under these Terms or the Agreements including but not limited to relating to any Client;
3. use of the Lenus Platform, in whole or in part, by or on behalf of you that is outside the purpose, scope, or manner of use authorized by these Terms or the Agreements, or in any manner contrary to Lenus' instructions, including but not limited to use that infringes upon the intellectual property rights of any third party;
4. any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of you or your employees or Representatives (including any reckless or willful misconduct); 
5. any failure by you or your employees or contractors to comply with any applicable federal, state or local laws, regulations, or codes in the performance of its obligations under these Terms or the Agreements, including but not limited to the unlicensed provision of medical, dietary, or nutritional advice or counseling; 
6. infringement upon the intellectual property or other rights of any third party by your products, services, or actions;
7. any obligation to pay withholding taxes or similar amounts; and
8. any determination by a court, regulatory authority, or other competent body that you are not an independent contractor, including any resulting claims, liabilities, penalties, or obligations imposed on Lenus as a result of such determination.

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9.3 No Warranties or Guarantees

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YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS, WARRANTIES, UNDERTAKINGS, TERMS OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, SYSTEM INTEGRATION, PERFORMANCE, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW.

1. LENUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
2. LENUS DOES NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
3. LENUS IS NOT RESPONSIBLE FOR ANY OF YOUR TAX OBLIGATIONS OR LIABILITIES RELATED TO THE USE OF THE SERVICES.
4. LENUS DOES NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

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10. Lenus Contracting Party

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10.1 Europe

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If your registered business address is located in the EU, this Section 10.1 applies to you: 

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“Lenus Contracting Party” means Lenus eHealth ApS, a private company limited by shares, incorporated in Denmark with CVR number 38168495, and registered offices located at Rued Langgaards Vej 8, 2300 Copenhagen, Denmark.

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10.2 United States or Canada

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If your registered business address is located in the United States or Canada, this Section 10.2 applies to you:

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“Lenus Contracting Party” means Lenus eHealth Inc., a US corporation, with offices located at 32 6th Ave, 13th Floor, New York, NY 10013.

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11. Term and Termination

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1. The term of these Terms will begin on the date your Master Services Agreement is signed and continue until terminated by us or by you, as provided in your Master Services Agreement (the “Term”).

2. Notwithstanding the above, we may suspend or terminate your Account without notice and at any time (unless otherwise required by law), if we suspect that you or your Account have engaged in fraudulent activity in connection with the use of the Services; if we determine that you have violated any provision of these Terms or the Agreements. Termination of your Account will be without prejudice to any rights or obligations which arose prior to the date of termination.

3. During the Notice Period (as defined in your Master Services Agreement):
   
   1. Starting from the last day of the calendar month in which you give your termination notice, Lenus will stop providing Commercial Services, unless otherwise agreed in writing.
   2. You agree not to transfer, delete, or solicit existing Clients to move to another platform or to otherwise attempt to circumvent any payments for any existing Clients on the Platform. However, you may onboard new clients to a different platform during this time.

4. At the Agreement End Date (as defined in your Master Services Agreement):

1. all rights, licenses and authorizations granted to you under these Terms and the Agreements will immediately terminate;
2. Lenus will cease providing you with the Services and you will no longer be able to access your Account;
3. unless otherwise provided in the Terms, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
4. any outstanding balance owed to Lenus for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
5. your Website and/or Lead Form (as applicable) will be taken offline.

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5. Notwithstanding the above or anything to the contrary contained herein, in cases where a Client’s subscription ends after the Agreement End Date, you and Lenus may agree in writing to let your Clients remain on the Platform until their active subscription has run out. If such agreement is made:

1. all the rights, obligations, licenses and authorizations granted or owed hereunder will continue in full force and effect for as long as any of your Clients remain on the Platform; and
2. at the date when your last active Client ends their subscription, all the provisions of section 11.4 above will come into force. 

6. If Lenus provided you with a domain and annual domain renewal, Lenus will transfer the domain to you and no longer renew it. At the Agreement End Date, it will be your sole responsibility to handle all matters related to your domain with the domain provider.

7. If there are any outstanding Fees owed by you at the Agreement End Date, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

For the avoidance of doubt, each Services Agreement entered into by you for additional services may terminate or expire in accordance with its terms without affecting the validity or continuation of the Master Services Agreement or these Terms. The termination or expiration of any individual Services Agreement will not, by itself, result in the termination of the Master Services Agreement or the Partner’s obligations under these Terms, unless explicitly stated otherwise.

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12. Governing Law and Jurisdiction 

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12.1 Europe

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If you are based in Europe, the following applies to you:

1. These Terms and the Agreements are governed by and construed in accordance with Danish law without giving effect to any choice or conflict of law provision.
2. Any dispute arising out of or in connection with this contract, including any disputes regarding its existence, validity or termination, shall be finally settled by arbitration administered by the Danish Institute of Arbitration in accordance with the Rules of Arbitration adopted by the Board of the Danish Institute of Arbitration. The place of arbitration shall be Copenhagen, Denmark and the language of the proceedings will be English.

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12.2 United States and Canada

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If you are based in the United States or Canada, the following applies to you:

1. These Terms and the Agreements are governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision.
2. Any dispute, claim, or controversy arising out of or relating to these Terms or the Agreements or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Any arbitral award determination shall be final and binding upon the parties. Judgment on the award may be entered in any court having jurisdiction. 
3. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. ARBITRATION SHALL PROCEED ONLY ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE ALL RIGHTS TO HAVE THEIR DISPUTES HEARD OR DECIDED BY A JURY OR IN A COURT TRIAL AND THE RIGHT TO PURSUE ANY CLASS OR COLLECTIVE CLAIMS AGAINST EACH OTHER IN COURT, ARBITRATION, OR ANY OTHER PROCEEDING. Each party shall only submit their own individual claims against the other and will not seek to represent the interests of any other person. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the parties. In the event the prohibition on class or collective claims is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.
4. THE PARTIES AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE AGREEMENTS OR THE USE OF THE LENUS PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR IT SHALL BE FOREVER BARRED AND WAIVED.

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13. General Conditions 

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13.1 Entire Agreement

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The Terms and the Agreements, into which they may be incorporated and made a part thereof constitute the entire agreement between you and Lenus and govern your use of the Platform and Services, superseding any prior agreements between you and Lenus (including, but not limited to, any prior versions of the Terms).

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13.2 No Waiver

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The failure of Lenus to exercise or enforce any right or provision of the Terms or the Agreements will not constitute a waiver of such right or provision. If any provision of the Terms or the Agreements, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of the Terms or the Agreements, as applicable, will remain in full force and effect.

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13.3 No Third Party Rights

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Save for Lenus and its affiliates, you or anyone accessing the Lenus Platform or Services pursuant to these Terms, unless otherwise provided in these Terms, no person or entity who is not a party to these Terms will have any right to enforce any term of these Terms, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.

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13.4 English Language

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The Terms may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms and Lenus’ Terms available in another language, the most current English version of these Terms will prevail. Any disputes arising out of these Terms will be resolved in English unless otherwise determined by Lenus (acting in its sole discretion) or as required by applicable law.

If you are based in Europe, the following applies to you:

1. By using English legal terms and concepts, these Terms do not intend to incorporate any legal standards beyond those that would apply under a Danish translation and interpretation of such terms and concepts.

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13.5 Binding on Heirs, Successors, Permitted Assigns and Legal Representatives

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All the terms and provisions of the Terms will be binding upon and inure to the benefit of the parties to the Terms and to their respective heirs, successors, permitted assigns and legal representatives. Lenus will be permitted to assign these Terms without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without Lenus’ prior written consent, to be given or withheld in Lenus’ sole discretion.

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13.6 Severability

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If any provision, or portion of the provision, in these Terms is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms, and the Terms will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms.

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13.7 Survival

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On termination, all related rights and obligations under the Terms immediately terminate, except that you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 1 (Account Terms), 3.5 (Security Responsibilities), 3.7 (Data Collection and Processing Obligations), 5.1 (Intellectual Property and Your Materials), 6 (Confidentiality), 7 (Fees and Payment), 9 (Limitation of Liability and Indemnification), 10 (Lenus Contracting Party), 11 (Term and Termination), and 13 (General Conditions) will survive the termination or expiration of these Terms.

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13.8 Notices

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All notices under this Agreement must be in writing and sent via email. Notices to Lenus, including termination notices, shall be sent to legal@lenus.io to be effective. Notices to Partner will be sent to the primary account email associated with Partner’s account. 

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If you have questions about these Terms, contact us at legal@lenus.io