Coach Terms of Service

You must be at least 18 years old and able to form a binding contract. You are responsible for maintaining any professional qualifications, certifications, licenses, registrations, or insurance required to deliver strength, conditioning, fitness, or nutrition coaching in your jurisdiction.

You are responsible for all activity under your account, for keeping your credentials secure, and for any users you invite. Notify us promptly of any unauthorized use.

Overlode is a white-label, multi-tenant software platform that lets you program training, manage athletes, communicate, track progress, and bill clients. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own coaching business.

We may add, change, or remove features, and we may set reasonable limits on use. We will not materially reduce core functionality you rely on without reasonable notice where practicable.

You own and are solely responsible for the coaching relationship with each of your athletes. Overlode provides tools; it does not coach your athletes, set your programming, or supervise your practice.

• You are responsible for the safety, appropriateness, and accuracy of the programming, loads, pricing, nutrition targets, and guidance you publish to your athletes.
• You are responsible for screening your athletes, obtaining any health clearances, waivers, or informed consent you deem necessary, and complying with laws that apply to your practice.
• You will not present Overlode, or anything generated through it, as medical, physical-therapy, or other licensed professional advice unless you are qualified and licensed to provide it.
• You are responsible for the accuracy of the business information, prices, and tax details you configure.

As between you and Overlode, you retain ownership of the content you create (programs, templates, messages, branding, and similar) and of your relationship with your athletes. You grant Overlode a worldwide, non-exclusive license to host, store, reproduce, process, transmit, and display that content solely to operate, secure, support, and improve the Service.

With respect to personal data of your athletes, you act as the controller and Overlode acts as your processor, processing that data on your behalf and on your documented instructions as described in our Privacy Policy. You are responsible for having a lawful basis (including any necessary consents) to collect athlete data and to have Overlode process it, and for providing your athletes with any required notices.

Overlode enforces tenant isolation so that your data is not accessible to other coaches. You will not attempt to access another tenant’s data or circumvent these protections.

Your Overlode subscription is billed to you on the plan you select and is separate from any amounts your athletes pay you. Subscriptions renew until cancelled; fees are non-refundable except where required by law or expressly stated.

Athlete payments are processed through Stripe (see the next section). Overlode is a software platform that facilitates billing on your instruction; it is not a bank, money services business, money transmitter, or payment processor, and it does not hold, transmit, or disburse your funds. You are the merchant of record for your athletes’ payments, and the contract for coaching is between you and your athlete — Overlode is not a party to it.

• You are responsible for determining, collecting, and remitting any taxes on the services you sell to your athletes.
• You are responsible for your own pricing, refunds, cancellations, chargebacks, and disputes with your athletes.
• We may change subscription pricing or introduce platform or transaction fees with reasonable advance notice; changes apply to subsequent billing periods. Any platform or application fee on athlete transactions will be disclosed before it takes effect.

To accept payments from your athletes, you must create and maintain a Stripe account connected to Overlode through Stripe Connect. Your use of Stripe is governed by the Stripe Services Agreement and the Stripe Connected Account Agreement, which are agreements between you and Stripe; by enabling billing you accept them. Stripe, not Overlode, provides the payment-processing, money-transmission, and payout services.

• You must provide accurate, complete identity, business, and bank-account information to Stripe for verification (KYC/AML), keep it current, and satisfy Stripe’s requirements; Stripe may verify, request more, or restrict your account.
• You authorize Overlode, acting on your behalf and on your instruction, to create and manage Stripe customers, prices, subscriptions, setup intents, and checkout sessions, to initiate charges your athletes authorize, and to read your connected-account and payment status. Overlode acts only as a technical facilitator and your limited agent for these tasks.
• Funds from your athletes settle to your connected account. Stripe — not Overlode — controls settlement and payout timing, reserves, holds, and any negative balances. Overlode never takes custody of your funds.
• Stripe charges processing fees under its own pricing. Overlode does not currently charge an application fee on athlete transactions; if that changes, the fee will be disclosed before it applies. Fees may be deducted from amounts processed as configured.
• You are solely responsible for refunds, chargebacks, disputes, fraud and fraud losses, and any negative balance on your connected account, and for compliance with applicable law, card-network rules, and Stripe’s prohibited- and restricted-business policies.
• You are responsible for customer service to your athletes, accurate product and pricing descriptions, receipts, and resolving billing issues; Overlode is not a party to those transactions.

Stripe may, under its agreements with you, review, limit, suspend, withhold funds from, or close your connected account. If it does, your ability to collect payments through Overlode may be reduced or interrupted. Overlode is not responsible for Stripe’s acts or omissions — including payout delays, reserves, holds, suspensions, account closures, or processing errors — and your remedies for those rest with Stripe. You will not hold Overlode liable for the conduct of Stripe or of your athletes.

You agree not to:

• use the Service for any unlawful, infringing, deceptive, or harmful purpose, or to publish content you do not have the right to use;
• resell, sublicense, or provide access to the Service to anyone other than your own athletes, or operate a competing platform on top of it;
• attempt to access another tenant’s data, breach isolation, probe or test security, or circumvent usage limits or access controls;
• upload malware, scrape or harvest data, or place undue load on the Service;
• reverse engineer, decompile, or copy the Service except as permitted by law;
• misuse athlete communications (including spam) or violate any law applicable to your messaging.

We may investigate suspected violations and may suspend or limit access to protect the Service, our users, or third parties.

Overlode and its licensors own the Service, including all software, design, themes, and trademarks. Except for the limited license granted to you, no rights are transferred. The per-coach branding you configure is limited to the options the Service provides and does not transfer ownership of Overlode’s underlying templates or system.

If you give us feedback or suggestions, you grant us a perpetual, royalty-free license to use them without obligation to you.

The Service relies on third parties such as Stripe (payments), our hosting and infrastructure providers, email and push providers, and Apple Health and Health Connect where you enable health-data features. Your use of those integrations is also subject to the relevant third party’s terms, and we are not responsible for third-party services.

These Terms apply while you use the Service. You may stop using the Service and cancel your subscription at any time; cancellation takes effect at the end of the current billing period unless otherwise stated.

We may suspend or terminate your access if you materially breach these Terms, if required by law, to protect the Service or others, or if your account is delinquent. We will use reasonable efforts to give notice where appropriate.

On termination, your license ends. We will make your data available for export for a reasonable period and will delete or de-identify it in accordance with our Privacy Policy and our retention practices, except where retention is required by law. Provisions that by their nature should survive termination will survive.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

Overlode is a software tool, not a provider of medical, healthcare, physical-therapy, or professional fitness advice. We do not guarantee any training, health, or business results. Calculations and estimates (such as estimated 1-rep maxes or volume) are informational and may be inaccurate.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OVERLODE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

OVERLODE’S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID OVERLODE FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) [USD 100 / FLOOR TBD]. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

You will defend, indemnify, and hold harmless Overlode and its affiliates, officers, and employees from and against any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or relating to: your coaching services and guidance; your content; your relationships with and treatment of your athletes; your pricing, billing, or tax handling; your breach of these Terms; or your violation of any law or third-party right.

We may update these Terms from time to time. For material changes we will give reasonable notice (for example, by email or in-app) and update the effective date. Your continued use of the Service after changes take effect constitutes acceptance. If you do not agree, stop using the Service.

These Terms are governed by the laws of [GOVERNING LAW JURISDICTION], without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction and venue of the courts located in [VENUE], except that either party may seek injunctive relief in any competent court. [ARBITRATION / CLASS-ACTION-WAIVER PROVISIONS TBD WITH COUNSEL.]

• These Terms, together with the Privacy Policy and any plan or order you accept, are the entire agreement between you and Overlode regarding the Service.
• If any provision is unenforceable, the rest remains in effect.
• You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Our failure to enforce a provision is not a waiver. There are no third-party beneficiaries.
• Neither party is liable for delays or failures caused by events beyond reasonable control.
• Notices to you may be sent to your account email; notices to us should go to legal@getoverlode.com.

Questions about these Terms? Contact legal@getoverlode.com.