Terms and Conditions

1. Definitions

In these Terms, the following terms have the meanings set forth below:

“Services”

The U Body platform as a whole, including the Coach dashboard at coach.ubody.ai, the Client app at app.ubody.ai and in its mobile versions, the Coach’s public page on ubody.ai, the AI assistant described in Section 6, the Referral Program, and any related functionality, content or service that U Body makes available.

“Coach”

The Customer who registers on the platform, on the Starter Plan or with a Subscription, to offer their training services through it.

“Client”

The person to whom a Coach gives access to their app.

“Coach Content”

The information, text, photographs, trademarks, trade name, color palette, training methodology, documents and other materials that the Coach uploads or provides to the Services.

“Client Data”

The information that Clients provide or generate when using the app, or that their Coach records about them, including their answers to the initial questionnaire, their workout logs, their body measurements, their food preferences, and their messages, photographs, videos and voice notes.

“Subscription”

The right to use the Services that the Coach acquires for a given Plan and Billing Period.

“Plan”

Each of the Subscription options that U Body offers, with the maximum number of active Clients and the features stated on ubody.ai at the time of purchase.

“Starter Plan”

The free tier of the Services, with no Billing Period and no charge of any kind. It includes the Coach’s public page and the other benefits stated on ubody.ai; the Client app, the registration of new Clients and the use of the AI assistant with them require a Subscription. It is the Plan the account remains on when the free trial or a Subscription ends without another Subscription being purchased.

“Billing Period”

The monthly or annual cycle, depending on the billing option purchased, for which the Subscription is charged.

“Referral Program”

The program described in Section 10.

“Privacy Policy”

U Body’s Privacy and Personal Data Processing Policy, available at ubody.ai/privacy.

2. The Services

2.1 Description. U Body provides the Coach with: (a) a management dashboard in which the Coach manages their Clients, their training plans and their conversations; (b) an app for their Clients, customized with the Coach’s name, photograph and color palette, which generates training and meal plans based on the information each Client provides and on the Coach’s methodology; (c) a public page on ubody.ai under the chosen username, which presents the Coach’s offer and directs interested parties to the Coach’s WhatsApp or to the payment link the Coach specifies; (d) an AI assistant that responds to Clients on the Coach’s behalf within the app; and (e) access to the Referral Program.

2.2 Changes to the Services. U Body may modify, add or withdraw features at any time. When a change substantially reduces the features you pay for, we will notify you reasonably in advance and, if you find the change unacceptable, you may cancel your Subscription in accordance with Section 9.

2.3 Availability. U Body makes reasonable efforts to keep the Services continuously available, but does not guarantee uninterrupted or error-free operation. The Services may be interrupted by maintenance work, updates, failures of third-party providers or communications networks, or causes beyond our control.

2.4 Third-Party Providers. Parts of the Services depend on third-party providers, such as payment processing, email delivery, hosting and artificial intelligence model services. U Body is not liable for interruptions or failures attributable to such providers, although U Body will take reasonable steps to restore the service.

2.5 Support. U Body provides support to Coaches by email at [email protected], during business hours in Colombia. Support for Clients is the responsibility of their Coach, although U Body will address technical incidents affecting the app.

3. Accounts and Eligibility

3.1 Requirements. To register as a Coach, you must be at least eighteen (18) years of age and have the legal capacity to enter into contracts. When registering, you must provide truthful, complete and up-to-date information, including your name, email address and WhatsApp number, and keep it current.

3.2 Credentials. You are responsible for the confidentiality of your login credentials and for all activity carried out through your account. You must notify us immediately at [email protected] of any unauthorized use. Accounts are personal and non-transferable; sharing an account among several people is not permitted.

3.3 Username. The username you choose determines the address of your public page (ubody.ai/your-username). You may not register names that infringe third-party rights, that impersonate another person or brand, or that are offensive. U Body may deny, withdraw or reassign a username for these reasons or where required by law.

3.4 Client Accounts. The Coach creates their Clients’ accounts from their dashboard by entering each Client’s name and WhatsApp number and, optionally, their email address. In doing so, the Coach represents that they have the Client’s authorization to register the Client’s data and for the Client to receive the invitation to the app, by WhatsApp from the Coach and, where an email address is provided, also by email from us. Each Client accesses the app through a personal link and, if they wish, may create a password or link their Google or Apple account.

3.5 Demo Accounts. When a Subscription is activated, U Body creates demo Client accounts associated with the Coach so that the Coach can try the app exactly as their Clients see it. These accounts do not count toward the Client limit of the Coach’s Plan and must not be used with real people.

3.6 Verification. U Body may request additional information to verify the Coach’s identity or the ownership of their account, and may suspend an account while verification is pending where there are indications of fraud or impersonation.

4. Relationship Between the Coach and Their Clients

4.1 U Body Is Not a Party. The training relationship is established exclusively between the Coach and each Client. U Body supplies the technology, but does not provide training services, does not act as an intermediary in the sale of such services and is not a party to the contract between them.

4.2 Payments Between the Coach and Their Clients. The Coach sets the price of their service and charges it directly to their Clients through the means of their choice. U Body does not process those payments, does not retain any commission on them and is not liable for refunds, disputes or breaches between the Coach and their Clients.

4.3 Professional Responsibility. The Coach is solely responsible for the services they provide to their Clients, for the suitability of the training plans they approve or deliver, for the instructions they give and for compliance with the rules governing their professional activity in their jurisdiction, including those relating to licenses, certifications, advertising and consumer protection.

4.4 Client Consent. The Coach agrees to obtain from each Client, before registering them, the consent required for the processing of their personal data in accordance with Section 15 and the Privacy Policy, including express consent to the processing of data relating to their health and physical condition.

4.5 Minors. The Services are intended for persons eighteen (18) years of age or older. Under no circumstances may a person under thirteen (13) years of age be registered as a Client. The Coach may register a person between thirteen (13) and seventeen (17) years of age as a Client only when the Coach has the express consent of that person’s parent or legal guardian and applicable law permits it, and the Coach assumes the corresponding responsibility.

4.6 Coach Taxes. Taxes, withholdings and tax obligations arising from the income the Coach earns from their Clients or from the Referral Program are the Coach’s sole responsibility.

5. Content and Intellectual Property

5.1 Coach Content. The Coach retains all rights to the Coach Content. The Coach hereby grants U Body a non-exclusive, worldwide, royalty-free license, limited to the term of this agreement, to host, reproduce, adapt, display and distribute such content for the sole purpose of providing the Services, which includes publishing the Coach’s name, photograph and offer on their public page on ubody.ai, displaying them in their Clients’ app and using the Coach’s methodology to configure the training plans and the AI assistant.

5.2 Representations Regarding Content. The Coach represents and warrants that they own the rights to the Coach Content or hold the necessary authorizations, that such content does not infringe third-party rights or the law, and that the claims they make about their services, their credentials and the results they offer are truthful and not misleading.

5.3 Client Data. Clients retain their rights to their Client Data. Each Client grants U Body and their Coach the license necessary to store, process and display such data within the app and the Coach dashboard for the purpose of providing the Services.

5.4 U Body’s Ownership. The Services, including their code, design, trademarks, text, exercise database, algorithms and any derivative improvement or development, are the property of U Body or its licensors and are protected by intellectual property laws. These Terms do not transfer to you any right in them, except the limited, revocable, non-exclusive and non-transferable right of use described herein.

5.5 Trademarks. “u body,” “U Body,” “ubody” and the associated logos are trademarks of BodySculpt AI Corp. Coaches’ public pages and apps bear the notice “Powered by ubody.ai” or a similar notice, which may not be removed.

5.6 Suggestions. If you send us suggestions, ideas or comments about the Services, U Body may use them freely without any obligation to you.

6. Artificial Intelligence, Plans and Health Disclaimers

6.1 How Plans Are Generated. The app generates training and meal plans through automated processes that combine the Client’s answers (goal, experience, availability, equipment, measurements and preferences), the methodology and settings the Coach has configured, an exercise database and a recipe catalog. Calorie and nutrient targets are calculated using standard reference formulas and are estimates. The Coach may review and modify these plans from their dashboard, and the Client may adjust them within the limits the app allows.

6.2 The AI Assistant. Each app includes an assistant that converses with Clients on the Coach’s behalf, introduces itself with the Coach’s name and image, and applies the Coach’s methodology. The assistant may consult the Client’s plan and history and make limited changes, such as replacing an exercise or a recipe with an equivalent one. The Coach may read all conversations from their dashboard and intervene in them. The assistant’s messages are identified as generated by artificial intelligence. Each user may decline or withdraw their permission for the use of artificial intelligence at any time from the profile in their app or the settings in their dashboard, in which case the features that depend on it will stop using it or will not be available.

6.3 Limitations. Artificial intelligence systems may produce inaccurate, incomplete or inappropriate responses. Training and meal plans, estimates and responses generated by automated means or by artificial intelligence are general suggestions, not individualized prescriptions. The Coach is responsible for supervising the use of the assistant with their Clients and for correcting any erroneous guidance. U Body does not guarantee the accuracy of the assistant’s responses or of the automatically generated plans.

6.4 Not Medical Advice. U Body is not a health care provider. The Services do not provide medical, clinical nutrition, dietetic or physical therapy services, do not create a physician-patient relationship, and nothing communicated by the app, the assistant or the Coach through the Services constitutes medical diagnosis, treatment or advice. The body fat percentage estimated from a photograph and the app’s other calculations are approximations and have no diagnostic value. Every Client must consult a physician before starting an exercise or nutrition program, or before changing one significantly, especially if they have a medical condition or an injury, take medication or are pregnant, and must stop exercising and seek medical attention if they experience any pain, dizziness, shortness of breath or discomfort. If you think you may have a medical emergency, call your local emergency number (such as 911 in the United States) immediately.

6.5 Inherent Risk and Assumption of Risk. Physical exercise and dietary changes involve risks, including the risk of injury, illness and, in extreme cases, death. Each Client participates voluntarily and at their own risk, and assumes all risks, known and unknown, inherent in the physical activity they perform and the diet they follow. To the maximum extent permitted by applicable law, the Client releases U Body from all claims for damages arising from those risks, except damages caused by U Body’s willful misconduct or gross negligence. U Body does not guarantee any result in terms of performance, weight loss, body composition or health.

6.6 Meal Plans. Meal plans are for general guidance only and are not a substitute for the advice of a physician, nutritionist or registered dietitian. Although the app excludes the foods and allergens it is told to exclude, the Client is responsible for checking the ingredients, labels and preparation of what they eat, especially if they have food allergies or intolerances, diabetes, an eating disorder or another condition that requires a specific diet, or if they are pregnant or breastfeeding.

6.7 The Coach’s Responsibility for Their Programming. The Coach, and not U Body, is responsible for the programming they offer their Clients, including the training and meal plans they configure, approve, modify or deliver through the Services, the methodology used to generate them and the instructions they give, whether personally or through the assistant. U Body does not assess the suitability of any plan for any particular Client.

7. Acceptable Use

You agree not to engage in, or permit anyone to engage in through your account, any of the following conduct:

1. using the Services for illegal, fraudulent or unauthorized purposes;
2. posting false, misleading, defamatory, obscene or discriminatory content, or content that infringes third-party rights;
3. making claims about health outcomes, medications, substances or treatments that are unsubstantiated or prohibited by law;
4. harassing or threatening other users, or violating their privacy;
5. accessing other people’s accounts, data or systems, or circumventing security measures;
6. copying, decompiling, reverse engineering, extracting data by automated means from, or creating derivative works of, the Services;
7. reselling, sublicensing or renting the Services, or using a single Coach account for several different people or businesses;
8. introducing viruses or malicious code, or generating loads that impair the operation of the platform;
9. using the AI assistant to generate content prohibited by these Terms or by our providers’ terms;
10. sending unsolicited communications through the Services; or
11. using the Services to develop a competing product.

U Body may remove content and suspend or cancel accounts that violate this section, with or without prior notice depending on the seriousness of the case.

8. Fees, Free Trial and Payments

8.1 Plans and Prices. The current Plans, their prices and the maximum number of active Clients for each are published on ubody.ai and in the Coach dashboard. Prices are expressed in United States dollars (USD) or Colombian pesos (COP) depending on the Coach’s country, and do not include any applicable taxes, which will be added where required by law. The Starter Plan is free, has no Billing Period and does not require a payment method.

8.2 Free Trial. New Coaches may use the Client app and the Coach dashboard free of charge for seven (7) days, without registering a payment method. During or after the trial, you may purchase a Subscription from your dashboard; the first charge is made at the time of purchase. If you have not purchased a Subscription when the trial ends, your account moves to the Starter Plan at no charge. The free trial is granted only once per person and per account; an account that has previously had a Subscription will not receive a new trial.

8.3 Automatic Renewal. Subscriptions are monthly or annual, as you choose when you subscribe; they continue and renew automatically at the end of each Billing Period, charged to the payment method on file, until you cancel them. Each renewal is charged at the current price of your Plan, which is shown to you before you subscribe, plus applicable taxes. By purchasing a Subscription, you expressly consent to these automatic renewal terms and authorize U Body and its payment processor to make such charges on a recurring basis.

8.4 Payment Processing. Payments are processed through Stripe. U Body does not store your card numbers; the processor retains them in accordance with its own terms and security policies. You may update your payment method and view your invoices from the billing portal linked in your dashboard.

8.5 Client Limit and Plan Changes. Each Plan allows a maximum number of active Clients. Once that limit is reached, you may move to a higher Plan from your dashboard; the price difference for the current period is charged at that time on a prorated basis, and the renewal date does not change. Changes to a lower Plan take effect from the next Billing Period. You may switch from a monthly Subscription to an annual one at any time: the new year starts that day, and the unused part of the current month is credited. On an annual Subscription, a move to a higher annual Plan is charged on a prorated basis for the rest of the year, and a switch to a monthly Subscription takes effect at the end of the current year.

8.6 Price Changes. U Body may change the prices of the Plans. New prices apply to new Subscriptions. If a price change would affect your current Subscription, we will notify you by email at least thirty (30) days in advance, and you may cancel before the new price takes effect.

8.7 Failed Payments. If a charge cannot be made, the processor will retry the payment over several days and we will notify you by email. If you had already paid for at least one period, you will have a grace period of three (3) days with full access in which to update your payment method; if that period elapses without payment, your account will move to the Starter Plan until the payment is brought current: your public page will remain active, while your Clients’ app will be paused and your dashboard will not allow you to register new Clients or to plan for or converse with them. If the first charge of a Subscription cannot be made, these measures apply immediately. No data is deleted for this reason.

8.8 Money-Back Guarantee. If, within fourteen (14) days after your first charge, you decide that U Body is not for you, we will refund one hundred percent (100%) of that charge. Simply write to us at [email protected] within that period from the email address associated with your account. This guarantee applies only once per Coach, only to the first charge of your first Subscription, and only to monthly Subscriptions: annual Subscriptions are non-refundable; if you cancel one, you keep access until the end of the year paid for.

8.9 Other Refunds. Except for the foregoing guarantee, payments made are non-refundable, and no refunds or credits are granted for partial periods, unused features or early cancellation, unless applicable law provides otherwise.

8.10 Summary of Automatic Renewal Terms. For clarity, and in particular for residents of California and of other U.S. states with automatic renewal laws: (a) your Subscription continues until you cancel it; (b) you are charged each month, or each year if you chose annual billing, the price of your Plan shown to you at the time of purchase, plus applicable taxes, to the payment method you provide; (c) the price may change in accordance with Section 8.6, with prior notice; (d) you may cancel online at any time from the settings section of your dashboard at coach.ubody.ai, which opens the billing portal, or by writing to us at [email protected], and cancellation takes effect at the end of the current Billing Period in accordance with Section 9.1; and (e) the free trial does not require a payment method and never converts into a paid Subscription on its own. Before your free trial ends, we send you reminders by email.

9. Cancellation, Suspension and Termination

9.1 Cancellation by the Coach. You may cancel your Subscription online at any time from the settings section of your dashboard at coach.ubody.ai, which opens the billing portal, without needing to contact anyone; you may also request cancellation by writing to us at [email protected] from the email address associated with your account. Cancellation takes effect at the end of the current Billing Period or of the free trial, as applicable; until then, you will retain full access and no new charges will be made. If you cancel during the free trial, you will not be charged anything. When the cancellation takes effect, your account moves to the Starter Plan.

9.2 Reactivation. While the cancellation is scheduled and the period has not ended, you may resume the Subscription from your dashboard without a new charge. Once the period has ended, you must purchase a new Subscription, which will be charged from the first day and will not include a new free trial.

9.3 Effects of Termination. When your Subscription or your free trial ends for any reason other than those provided for in Section 9.4, your account moves to the Starter Plan: your public page remains active and published, while your Clients’ app is paused (they can view their plan and history, but cannot log workouts or use the chat) and your dashboard does not allow you to register new Clients or to plan for or converse with them. Your data, your Clients’ data and your conversations are retained for as long as your account exists, so that you can purchase a Subscription again at any time; when you do, your Clients’ app works again with the same data.

9.4 Suspension and Cancellation by U Body. U Body may suspend or cancel your account, with immediate effect and without any right to a refund, if you seriously or repeatedly breach these Terms, if your use of the Services puts other users or the platform at risk, if there are reasonable indications of fraud, or when required by law or by an authority. In all other cases, U Body may terminate this agreement upon thirty (30) days’ prior notice, in which case it will refund the prorated portion of the period paid for and not used.

9.5 Account Deletion. You may delete your account at any time from the settings section of your dashboard or from the profile in your app, or request deletion by writing to [email protected]. Deleting a Coach account immediately cancels the Coach’s Subscription and does not entitle the Coach to a refund for the current period, except as provided in Section 8.8 or by applicable law. We will handle your personal data in accordance with the Privacy Policy and applicable law, except for information we must retain to comply with legal, accounting or tax obligations.

9.6 Survival. Sections 5.4 through 5.6, 6.3 through 6.7, 11 through 14, 17 and 18, as well as any payment obligation already accrued, shall survive the termination of this agreement.

10. Referral Program

10.1 Description. Each Coach with access to their dashboard has a personal discount code that they may share with other coaches. A coach who signs up with that code (the “Referred Coach”) receives a twenty percent (20%) discount on the price of their Plan in their first paid month. The Coach who shares it (the “Affiliate”) receives a commission equal to fifty percent (50%) of the first month that the Referred Coach actually pays, calculated after the discount and before taxes, and, as part of the same commission, one hundred percent (100%) of the fourth month that the Referred Coach actually pays, calculated on the amount charged and before taxes. If the Referred Coach purchases an annual Subscription, the discount equals twenty percent (20%) of one month of their annual Plan and applies to their first annual charge, and the Affiliate's commission — fifty percent (50%) of the first month and one hundred percent (100%) of the fourth — is calculated on one twelfth of that charge, after the discount and before taxes.

10.2 Discount Conditions. The code may only be used by persons who have not previously had a U Body Subscription or free trial, and must be entered when creating the account or when choosing the Plan, before payment. It cannot be combined with other promotions and cannot be applied to existing subscriptions or to renewals.

10.3 Accrual and Availability of the Commission. The first-month commission accrues only when the Referred Coach makes their first actual payment for a Subscription, and the fourth-month commission accrues when the Referred Coach actually pays their fourth monthly payment (the free trial and prorated charges for a Plan change do not count as a monthly payment). On an annual Subscription, both parts of the commission accrue with the first actual annual charge. Other renewals, Plan changes and additional payments do not generate a commission. The commission becomes available for payout fourteen (14) days after the corresponding charge. If the Referred Coach’s payment is refunded, reversed or disputed, the commission is adjusted or canceled in the same proportion, even if it has already been paid, in which case the amount may be deducted from future commissions.

10.4 Payments to the Affiliate. U Body pays available commissions manually every two weeks, on Fridays, via Nequi, PayPal, Wise or a personal payment link, according to the details the Affiliate registers in their dashboard. Commissions are paid in the currency in which the Referred Coach paid for their Subscription, without conversion. The Affiliate is responsible for the accuracy of their payment details and for the taxes applicable to the income received.

10.5 Prohibitions. You may not refer yourself or accounts that share your email address, phone number or payment method, post the code on coupon sites or in paid advertisements, make false statements about U Body to obtain sign-ups, or use deceptive or automated means. U Body may cancel the commissions of, and exclude from the program, anyone who engages in such conduct.

10.6 Changes to the Program. U Body may modify the terms of the Referral Program or terminate it at any time by means of a notice posted in the dashboard. Changes will not affect commissions already accrued.

11. Warranties and Disclaimer of Warranties

11.1 U Body warrants that it will provide the Services in a professional manner, with the care and skill reasonably expected in the industry.

11.2 EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, U BODY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. U BODY DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR NEEDS, THAT THEY WILL OPERATE WITHOUT INTERRUPTION OR ERROR, OR THAT THE PLANS OR RESPONSES GENERATED BY ARTIFICIAL INTELLIGENCE WILL BE ACCURATE OR APPROPRIATE FOR ANY PARTICULAR CLIENT.

11.3 Nothing in these Terms limits the rights that consumer protection laws grant to consumers and that cannot be excluded by contract. Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the above exclusions may not apply to you.

12. Limitation of Liability

12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL U BODY OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, CLIENTELE, DATA OR GOODWILL, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, U BODY’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO U BODY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (B) ONE HUNDRED UNITED STATES DOLLARS (USD 100).

12.3 U Body is not liable for the training services provided by Coaches, for injuries or damages arising from physical exercise or diet, for content posted by users, or for the relationships, payments or disputes between Coaches and Clients.

12.4 These limitations do not apply to liability for willful misconduct or gross negligence, or to liability that cannot be limited under applicable law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so some of the above limitations may not apply to you. The parties acknowledge that the exclusions and limitations in Sections 11 and 12 are an essential basis of the bargain between them.

13. Indemnification

13.1 To the maximum extent permitted by applicable law, you shall defend, indemnify and hold harmless U Body, its affiliates and its and their founders, directors, officers, employees, contractors and suppliers from and against any and all claims, demands, damages, penalties, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Coach Content or Client Data you provide; (b) the services you provide to your Clients and the instructions you give them; (c) your breach of these Terms, the Privacy Policy or applicable law, including data protection and consumer protection laws; and (d) the use of the Services by the persons to whom you give access. This obligation does not apply to the extent a claim results from U Body’s willful misconduct or gross negligence.

13.2 U Body will notify you promptly of the relevant claim and may participate in its defense with counsel of its choice at its own expense, and you may not settle any claim in a manner that imposes obligations on U Body or admits its liability without U Body’s prior written consent.

14. Confidentiality

14.1 Each party shall treat as confidential the non-public information it receives from the other party in connection with this agreement, including, in the case of U Body, the Coach’s methodology, the Coach’s business data and the Client Data of the Coach’s Clients, and, in the case of the Coach, U Body’s technical and business information that is not in the public domain.

14.2 Confidential information shall be used only for the purposes of this agreement and shall not be disclosed to third parties, except to those who need to know it in order to provide or receive the Services and are bound by confidentiality obligations, or when required by law or by a competent authority.

14.3 Information is not confidential if it is or becomes part of the public domain without breach by the receiving party, if the receiving party already knew it lawfully, or if the receiving party develops it independently.

15. Personal Data

15.1 U Body processes the personal data of Coaches and Clients in accordance with its Privacy Policy and the data protection laws applicable to it: Canada’s federal Personal Information Protection and Electronic Documents Act (PIPEDA), as a Canadian corporation; with respect to residents of Colombia, Law 1581 of 2012 and its implementing decrees; and, with respect to residents of the United States, the state privacy and consumer health data laws described in the Privacy Policy. By accepting these Terms, you consent to the processing of your personal data as described therein.

15.2 With respect to the Client Data of their Clients, the Coach acts as the data controller, insofar as the Coach determines the purpose of the processing, and U Body acts as a data processor on the Coach’s behalf, as well as a data controller with respect to the processing it carries out to operate the platform, ensure its security and comply with the law. U Body will process such data solely to provide the Services and in accordance with the Privacy Policy.

15.3 Client Data includes information relating to health and physical condition, which constitutes sensitive data. The Coach is responsible for obtaining each Client’s express consent to its processing and for informing each Client of their rights.

15.4 Each party shall adopt reasonable technical and organizational measures to protect personal data against unauthorized access, loss or alteration, and shall notify the other party without undue delay of any security incident affecting such data.

16. Changes to the Terms

U Body may modify these Terms at any time. We will publish the updated version at ubody.ai/terms, indicating the date of the last update, and, when the changes are material, we will notify you by email or by a notice in your dashboard at least fifteen (15) days in advance. Use of the Services after the effective date of the changes constitutes acceptance of them. If you do not agree, you must cancel your Subscription before that date.

17. Governing Law and Dispute Resolution

17.1 These Terms, and any dispute arising out of or relating to them or to the Services, are governed by the laws of the Canadian province in which BodySculpt AI Corp. has its registered office and the federal laws of Canada applicable therein, without regard to their conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. This does not deprive the Customer of the protection of the mandatory consumer protection laws of their place of residence that cannot be excluded by contract, which will continue to apply.

17.2 Before bringing any action, the parties shall attempt in good faith to resolve the dispute through direct communication; to that end, the Customer shall write to [email protected] describing the problem, and U Body shall respond within fifteen (15) business days. Neither party shall bring legal action until thirty (30) days have passed since that communication, except to seek urgent interim relief or where waiting would put a right at risk.

17.3 If the dispute is not resolved in that manner, the courts of that province shall have jurisdiction. This does not affect the right of consumers to bring proceedings before the courts and consumer protection authorities of their place of residence where applicable law grants them that right, including the Superintendencia de Industria y Comercio in Colombia, or the right of either party to bring a claim in a small claims court of competent jurisdiction.

18. General Provisions

18.1 Entire Agreement. These Terms, together with the Privacy Policy and the terms of the Plan you purchase, constitute the entire agreement between the parties and supersede any prior agreement or communication regarding their subject matter.

18.2 Assignment. You may not assign this agreement or your rights hereunder without U Body’s prior written consent, and any attempted assignment in violation of this section is void. U Body may assign this agreement to a company within its group or in connection with a merger, acquisition or sale of assets, upon notice to the Customer. This agreement is binding upon the parties and their permitted successors and assigns.

18.3 Notices and Electronic Communications. Communications from U Body will be sent to the email address registered in your account or displayed in your dashboard, and will be deemed received on the day they are sent. You are responsible for maintaining an active email address and checking it. Communications addressed to U Body shall be sent to [email protected]. You agree to enter into this agreement and to receive notices, invoices and other communications relating to the Services electronically, and you acknowledge that they satisfy any legal requirement that such communications be in writing or signed.

18.4 Severability. If any provision of these Terms is held void or unenforceable, the remaining provisions shall remain in full force and effect, and the affected provision shall be interpreted in the manner that best reflects its original purpose to the extent permitted by law.

18.5 No Waiver. The failure of either party to exercise a right shall not be construed as a waiver of that right.

18.6 Force Majeure. Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, such as widespread failures of the internet, communications networks or infrastructure providers, power outages, cyberattacks, epidemics, natural disasters, labor disputes, armed conflicts or acts of governmental authority. This section does not excuse payment obligations.

18.7 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates an employment, agency, partnership or representation relationship between U Body and the Customer, or between U Body and the Clients.

18.8 Language. These Terms are published in Spanish and in English, and both versions are binding. In the event of any discrepancy between them, the version in the language in which you accepted these Terms shall prevail, which is the language in which the Services were presented to you when you signed up or subscribed. If that language cannot be determined, the English version shall prevail for residents of the United States and the Spanish version in all other cases.

18.9 Non-Waivable Consumer Rights. Nothing in these Terms limits any rights you may have under the mandatory consumer protection laws of your place of residence that cannot be excluded or limited by contract. If any provision of these Terms cannot apply to you for that reason, it will apply to the maximum extent those laws permit.

18.10 Export Controls and Sanctions. You agree to comply with all export control and economic sanctions laws applicable to you, including those of Canada and the United States, and you represent that neither you nor the entity you represent is named on any list of sanctioned or restricted parties maintained by those countries. You may not use, or permit the use of, the Services in violation of such laws.

18.11 U.S. Government End Users. The Services, including their software, are “commercial products” and “commercial computer software” within the meaning of U.S. federal procurement regulations, and are made available to U.S. Government end users only as such and with the same rights granted to all other users under these Terms.

18.12 Notice to California Residents. Under California Civil Code Section 1789.3, California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

18.13 Interpretation. Section headings are included for convenience only and do not affect interpretation. The words “including,” “in particular” and similar expressions are illustrative and mean “including without limitation.”

19. Copyright and Infringement Notices

19.1 Notices of Infringement. U Body respects the intellectual property rights of others and responds to notices of alleged infringement in accordance with the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512) and other applicable laws. If you believe that content available through the Services, including a Coach’s public page, infringes your copyright, please send our designated agent a written notice that includes: (a) your physical or electronic signature, or that of a person authorized to act on behalf of the copyright owner; (b) identification of the copyrighted work you claim has been infringed; (c) identification of the material you claim is infringing and of its location on the Services, with information reasonably sufficient to locate it, such as its URL; (d) your name, mailing address, telephone number and email address; (e) a statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent or the law; and (f) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on the owner’s behalf.

19.2 Designated Agent. Our designated agent to receive these notices is BodySculpt AI Corp., Attn: Copyright Agent, at [email protected], with the subject line “Copyright Notice.”

19.3 Counter-Notification. If we remove or disable access to your content in response to a notice, we will notify you. If you believe the removal resulted from a mistake or misidentification, you may send our designated agent a counter-notification that includes: (a) your physical or electronic signature; (b) identification of the material that was removed and the location at which it appeared; (c) a statement, made under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and (d) your name, address and telephone number, and a statement that you consent to the jurisdiction of the U.S. federal district court for the judicial district in which your address is located or, if your address is outside the United States, any judicial district in which U Body may be found, and that you will accept service of process from the person who submitted the original notice or that person’s agent. If we receive a valid counter-notification, we may restore the material ten (10) to fourteen (14) business days after receiving it, unless the complaining party notifies us that it has filed a court action.

19.4 Repeat Infringers. U Body will, in appropriate circumstances, terminate the accounts of users who repeatedly infringe the copyrights of others.

19.5 False Notices. Anyone who knowingly misrepresents that material is infringing, or that it was removed by mistake, may be liable for the resulting damages, including costs and attorneys’ fees.

20. Mobile Apps

20.1 App Stores. U Body’s mobile apps are distributed through Apple’s App Store and Google Play. These Terms are concluded solely between you and U Body, not with Apple Inc. or Google LLC, and U Body, not Apple or Google, is responsible for the apps and their content. Your use of the apps is also subject to the terms of the store from which you downloaded them. Your license to use an app downloaded from the App Store is limited to Apple-branded devices that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.

20.2 Additional Terms for iOS. If you downloaded an app from the App Store: (a) Apple has no obligation whatsoever to furnish any maintenance or support services with respect to it; (b) if the app fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, and, to the maximum extent permitted by law, Apple will have no other warranty obligation whatsoever with respect to the app; (c) U Body, not Apple, is responsible for addressing any claims by you or any third party relating to the app or your possession or use of it, including product liability claims, claims that the app fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection, privacy or similar legislation, as well as for the investigation, defense, settlement and discharge of any third-party claim that the app or your use of it infringes that third party’s intellectual property rights; (d) you represent that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties; (e) you must comply with applicable third-party terms when using the app, such as your wireless data service agreement; and (f) Apple and its subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance of them, will have the right to enforce them against you as a third-party beneficiary.

20.3 Notifications. The apps may send you notifications if you allow them on your device or in your browser. You may turn them off at any time in your settings.

Contact

If you have any questions about these Terms, write to us at [email protected].

Operator of the Services

BodySculpt AI Corp., a corporation incorporated in Canada, operating under the trade name U Body.

Email

[email protected]

Website

ubody.ai

You will find more information about U Body at ubody.ai/nosotros.