CLUBS HQ MASTER TERMS OF SERVICE

Version 2.3.0 | Effective July 22, 2026

These Master Terms of Service ("Terms") are a binding contract between you and Clubs HQ LLC, a limited liability company with its principal place of business in New Port Richey, Florida ("Clubs HQ," "we," "us," or "our"). They govern your access to and use of the Clubs HQ website, software, mobile applications, and related services (collectively, the "Platform").

PLEASE READ SECTION 18 (DISPUTE RESOLUTION) CAREFULLY. IT REQUIRES BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS.

By registering an account, accessing, or using the Platform, you agree to be bound by these Terms. If you do not agree, do not use the Platform.

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1. Structure of Your Agreement With Us

1.1 Documents That Apply to Everyone

These Terms incorporate by reference, and you agree to, the following:

• Privacy Policy
• Acceptable Use Policy ("AUP")
• Community Code of Conduct
• DMCA and Copyright Policy
• Electronic Records and Signature Consent

Separately, our Consumer Health Data Privacy Policy is published for you as a standalone disclosure. It is not part of this bundle and you are not asked to "agree" to it here — health and location data is governed by its own separate consent (Section 1.4).

1.2 Documents That Apply Based on What You Do

Depending on your role and activity, additional agreements apply and are presented to you separately:

1.3 Order of Precedence

If these Terms conflict with a role-specific or activity-specific agreement, the more specific agreement controls as to that subject matter. If any agreement conflicts with the Participant Waiver and Release of Liability regarding physical-injury liability, the Waiver controls.

1.4 Separate Consents Are Not Bundled

Certain agreements require your separate, unbundled affirmative consent and are not covered by your acceptance of these Terms: the Subscription and Auto-Renewal Policy, the Participant Waiver and Release of Liability, the Health, Fitness and Location Data Consent, the AI Coach Terms and Health Disclaimer, and the role-specific agreements listed in Section 1.2. Acceptance of these Terms alone does not constitute acceptance of any of them.

The Consumer Health Data Privacy Policy is a disclosure rather than a consent. It is published under its own dedicated link and is never presented behind a checkbox or merged into another document.

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2. Eligibility, Age, and Accounts

2.1 Minimum Age

You must be at least 13 years old to register an account. We do not knowingly permit anyone under 13 to create an account, provide personal information, or use the Platform. If we learn that a user is under 13, we will terminate the account and delete the associated personal information in accordance with our Privacy Policy and applicable law.

2.2 Age Verification

Registration requires you to provide your date of birth. Providing a false date of birth is a material breach of these Terms. If you misrepresent your age, we may suspend or terminate your account and, to the fullest extent permitted by law, we disclaim liability arising from your misrepresentation.

2.3 Users Aged 13 to 17

If you are between 13 and 17, you may register and accept these Terms in your own name. Parental or guardian consent is not required, and your account is not restricted by age — you have the same features, settings and privacy controls as any other member. See Age and Young Members.

2.4 Parents and Guardians

A parent or guardian is not required to accept these Terms for a member under 18 to hold an account, and holds no control over that account. They may at any time request access to, correction of, or deletion of their child's personal information, or deletion of the account, as described in Age and Young Members. We verify the relationship before acting on such a request.

Where a parent or guardian signs the Participant Waiver and Release of Liability on behalf of a member under 18 (Part B), that adult: (a) represents they have legal authority to do so; (b) agrees to be personally bound by that Waiver in their own capacity; and (c) accepts the responsibilities it sets out for the Activity in question.

2.5 Account Security

You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us immediately at info@clubshq.us (subject: Security) of any unauthorized use. We are not liable for losses arising from your failure to safeguard your credentials.

2.6 One Account

You may maintain one personal account. You may hold multiple roles (athlete, coach, organizer, venue) under one account. Creating accounts to evade a suspension is prohibited.

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3. What Clubs HQ Is — and Is Not

3.1 Software, Not Athletics

Clubs HQ is a technology platform that connects athletes, running clubs, coaches, and local business venues. We do not organize, supervise, direct, staff, or control physical club runs, athletic training, coaching sessions, races, or gatherings. We provide digital infrastructure only.

3.2 No Endorsement or Vetting

We do not verify, endorse, certify, background-check, or guarantee any club, organizer, coach, venue, or member, or their credentials, licensing, insurance, qualifications, competence, or safety practices. Any credential, certification, or insurance status displayed on the Platform is self-reported by that user and unverified by us unless we expressly state otherwise in writing. You are solely responsible for evaluating anyone you choose to train with, coach with, or visit.

3.3 Interactions Are at Your Own Risk

Your interactions with other users, whether online or in person, are solely between you and them. We are not a party to those interactions and have no obligation to become involved in disputes.

3.4 Not a Medical or Healthcare Provider

Clubs HQ is not a healthcare provider, licensed medical practitioner, physical therapist, dietitian, or fitness professional. Nothing on the Platform is medical advice. See Section 4 and the AI Coach Terms and Health Disclaimer.

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4. Health, Fitness, and Safety

4.1 No Medical Advice

Content on the Platform — including training plans, workout recommendations, AI-generated output, coach communications, and community discussion — is for general informational and fitness purposes only and does not constitute medical advice, diagnosis, treatment, or physical therapy. It is not a substitute for consultation with a qualified healthcare professional.

4.2 Consult a Physician

Consult a physician before beginning any exercise or training program, particularly if you have or suspect a medical condition, are pregnant, are recovering from injury, or are taking medication.

4.3 Assumption of Physical Risk

Running, training, and athletic activity involve inherent risks including serious injury and death. You voluntarily assume those risks. Where you participate in club activities, additional terms apply under the Participant Waiver and Release of Liability.

4.4 Emergencies

The Platform is not an emergency service. If you are experiencing a medical emergency, call 911 or your local emergency number. Do not use Platform messaging, the AI Coach, or community features to seek emergency assistance.

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5. Your Content and the Licenses You Grant

5.1 You Keep Ownership

You retain all ownership of content you upload, including club logos, branding, photographs, posts, messages, and activity data ("Your Content").

5.2 License to Us

You grant Clubs HQ a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to host, store, reproduce, modify (for formatting and display), publicly display, and distribute Your Content solely to operate, provide, secure, and improve the Platform, and to display it to the audiences you select. This license ends when you delete Your Content, except: (a) for content shared with others who have not deleted it; (b) for backups retained on a routine schedule; and (c) where retention is required by law.

5.3 Marketing Use Requires Separate Permission

We will not use Your Content in external advertising or marketing outside the Platform without your separate permission, except that a club's or venue's name and logo may be used to identify them as being on the Platform.

5.4 Your Representations

You represent and warrant that you own or have all necessary rights to Your Content and that it does not infringe any third party's intellectual property, privacy, or publicity rights. This is especially important for logos, mascots, team names, event names, and sponsor marks. See the DMCA and Copyright Policy.

5.5 Feedback

If you send us suggestions or feedback, you grant us an unrestricted, perpetual, irrevocable, royalty-free right to use it without obligation to you.

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6. Our Intellectual Property

All rights in the Platform — software, design, trademarks, and content other than Your Content and club branding — are and remain the exclusive property of Clubs HQ and its licensors. These Terms grant you a limited, revocable, non-exclusive, non-transferable license to use the Platform for its intended purpose. You may not use our name or marks without written permission.

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7. Acceptable Use

You agree to comply with the Acceptable Use Policy and Community Code of Conduct. Without limiting those documents, you may not:

• Upload content that is illegal, defamatory, harassing, abusive, or infringing;
• Reverse engineer, decompile, or attempt to derive source code from the Platform;
• Probe, scan, or test the vulnerability of, or breach the security of, any system or network;
• Use scrapers, bots, or automated means to access or extract data without our written authorization;
• Use the Platform to build a competing product or service;
• Circumvent rate limits, access controls, paywalls, or usage restrictions;
• Impersonate any person or entity, or misrepresent your affiliation;
• Use another user's location or activity data to stalk, surveil, follow, or locate them.

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8. Third-Party Services and Integrations

The Platform integrates with third-party services including payment processors, wearable and fitness platforms, mapping providers, and communications tools. Your use of those services is governed by their terms and privacy policies. We are not responsible for third-party services, their availability, their data practices, or any changes they make to their APIs. If a third party terminates or changes an integration, related Platform features may be modified or discontinued without liability to you.

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9. Fees, Subscriptions, and Payments

Paid subscriptions are governed by the Subscription and Auto-Renewal Policy. Payments made or received through the Platform in connection with coaching, events, or other marketplace activity are governed by the Marketplace and Payment Terms. You are responsible for all applicable taxes other than taxes on our net income.

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10. Beta and Experimental Features

We may offer features labeled beta, preview, early access, or experimental. These are provided "AS IS," without warranty of any kind, may be modified or discontinued at any time, and are excluded from any service commitment. Do not rely on them for anything important.

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11. Suspension and Termination

11.1 By You

You may stop using the Platform at any time and may delete your account through account settings. Deleting your account does not automatically cancel a paid subscription — see the Subscription and Auto-Renewal Policy.

11.2 By Us

We may suspend or terminate your access, with or without notice, if we reasonably believe you have: violated these Terms or any incorporated agreement; created risk or legal exposure for us, other users, or third parties; engaged in conduct that threatens the safety of others; or repeatedly infringed intellectual property rights. Where practical and lawful, we will give notice and an opportunity to cure.

11.3 Effect

On termination, your license to use the Platform ends. Sections 5.2 (as limited), 5.5, 6, 12, 13, 14, 15, 18, and 19 survive. We will retain and delete data as described in the Privacy Policy.

11.4 Appeals

If you believe your account was suspended or terminated in error, you may appeal to info@clubshq.us (subject: Appeal). We will review and respond within a reasonable time.

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12. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLUBS HQ DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS. WE DO NOT WARRANT THE ACCURACY, SAFETY, OR SUITABILITY OF ANY TRAINING PLAN, COACHING ADVICE, AI-GENERATED OUTPUT, ROUTE, OR FITNESS RECOMMENDATION. WE MAKE NO WARRANTY REGARDING THE CONDUCT, QUALIFICATIONS, OR SAFETY OF ANY USER, CLUB, COACH, ORGANIZER, OR VENUE.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the above exclusions apply to the fullest extent permitted.

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13. Limitation of Liability

13.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLUBS HQ AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES 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 OPPORTUNITY, ARISING FROM OR RELATING TO THE PLATFORM OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Aggregate Cap

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

13.3 Physical Activity

WE ARE NOT LIABLE FOR ANY INJURY, ILLNESS, DEATH, OR PROPERTY DAMAGE ARISING FROM PARTICIPATION IN ANY PHYSICAL ACTIVITY, CLUB RUN, TRAINING SESSION, EVENT, OR VISIT TO ANY VENUE, WHETHER ORGANIZED, PROMOTED, OR DISCOVERED THROUGH THE PLATFORM.

13.4 Exceptions

Nothing in these Terms limits liability that cannot be limited by law, including liability for gross negligence, willful misconduct, or fraud. Some jurisdictions do not allow certain limitations; in those jurisdictions our liability is limited to the fullest extent permitted.

13.5 Basis of the Bargain

You acknowledge that the disclaimers and limitations in Sections 12 and 13 are an essential basis of the bargain and that we would not provide the Platform without them.

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14. Indemnification by You

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Clubs HQ and its officers, directors, employees, agents, and affiliates from any claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) your use of the Platform; (b) Your Content; (c) your violation of these Terms or any incorporated agreement; (d) your violation of any law or third-party right, including intellectual property and privacy rights; (e) your participation in or organization of any physical activity; and (f) any misrepresentation you make, including as to your age.

This obligation does not extend to any claim to the extent it arises from Clubs HQ's own gross negligence, willful misconduct, or fraud, and does not apply where indemnification is prohibited by applicable law.

We may assume exclusive defense and control of any matter subject to indemnification, at your expense, and you agree to cooperate.

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15. Release Between Users

To the fullest extent permitted by law, you release Clubs HQ from claims, demands, and damages of every kind arising out of or connected with disputes between you and other users, clubs, coaches, organizers, or venues. If you are a California resident, you waive California Civil Code § 1542, which reads: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

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16. Changes to the Platform and to These Terms

16.1 The Platform

We may modify, suspend, or discontinue any part of the Platform at any time. We will provide reasonable notice of material adverse changes to paid features.

16.2 These Terms

We may modify these Terms. For material changes, we will provide at least thirty (30) days' notice by email and in-Platform notice before they take effect, and will require your affirmative re-acceptance where required by law or where the change materially affects your rights. Non-material changes take effect on posting. The "Version" and "Effective Date" at the top of this document identify the operative version. If you do not agree to a modification, your remedy is to stop using the Platform and cancel any subscription.

16.3 No Retroactive Effect

Changes do not apply retroactively to disputes arising before their effective date.

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17. Notices and Communications

We may provide notices by email to the address on your account, by in-Platform message, or by posting on the Platform. You consent to receive communications electronically — see the Electronic Records and Signature Consent. You are responsible for keeping your email address current. Legal notices to us must be sent to info@clubshq.us (subject: Legal Notice) and to Clubs HQ LLC, 10820 Alico Pass, New Port Richey, Florida 34655.

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18. Dispute Resolution — Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

18.1 Informal Resolution First

Before starting arbitration, you and Clubs HQ agree to try to resolve the dispute informally for sixty (60) days. Send a written Notice of Dispute to info@clubshq.us describing the dispute and the relief sought. This period tolls any applicable limitations period.

18.2 Binding Arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms or the Platform will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, rather than in court. The Federal Arbitration Act governs. Arbitration will take place in Pasco County, Florida, or, at your election, remotely or in the county where you reside. One arbitrator will preside. The arbitrator may award any relief a court could award to you individually.

18.3 Class Action Waiver

YOU AND CLUBS HQ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in court, and the remainder of this Section 18 remains in effect.

18.4 Jury Trial Waiver

YOU AND CLUBS HQ WAIVE ANY RIGHT TO A JURY TRIAL on any claim subject to this Section.

18.5 Exceptions

This Section does not apply to: (a) claims in small claims court within its jurisdictional limits; (b) claims for injunctive or equitable relief regarding intellectual property or unauthorized access; or (c) any claim that applicable law makes non-arbitrable, including certain claims by minors and any claim for personal injury where arbitration is prohibited by law.

18.6 Right to Opt Out

You may opt out of this arbitration agreement and class action waiver by sending written notice within thirty (30) days of first accepting these Terms to info@clubshq.us with the subject "Arbitration Opt-Out," including your name and the email on your account. Opting out does not affect any other part of these Terms and will not be held against you.

18.7 Costs

We will pay filing, administration, and arbitrator fees as required by the AAA Consumer Rules. If the arbitrator finds your claim frivolous, you may be required to reimburse fees as permitted by the rules.

18.8 Minors

Claims brought by or on behalf of a person who was a minor at the time of the events at issue are subject to this Section only to the extent enforceable under applicable law.

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19. General Provisions

19.1 Governing Law. These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs Section 18. For any dispute not subject to arbitration, the exclusive venue is the state and federal courts located in Pasco County, Florida, and you consent to personal jurisdiction there.

19.2 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder stays in effect.

19.3 No Waiver. Our failure to enforce a provision is not a waiver of it.

19.4 Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets.

19.5 Force Majeure. Neither party is liable for failure to perform due to causes beyond reasonable control, including natural disasters, war, terrorism, epidemics, labor disputes, utility or internet failure, or governmental action. This does not excuse payment obligations.

19.6 Entire Agreement. These Terms and the documents incorporated in Section 1 are the entire agreement between you and Clubs HQ regarding the Platform and supersede all prior agreements and understandings.

19.7 No Third-Party Beneficiaries. Except as expressly stated (including the release of Clubs HQ in the Participant Waiver), there are no third-party beneficiaries.

19.8 Relationship. Nothing creates a partnership, joint venture, agency, franchise, or employment relationship.

19.9 Export and Sanctions. You represent you are not located in an embargoed country and are not on any restricted-party list.

19.10 Accessibility. We are working toward conformance with WCAG 2.2 Level AA. To report an accessibility barrier, contact info@clubshq.us.

19.11 Contact. Clubs HQ LLC 10820 Alico Pass New Port Richey, Florida 34655 All inquiries: info@clubshq.us — please put the topic in the subject line (Legal, Privacy, Security, Appeal, Safety, Copyright, Billing).

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ACKNOWLEDGMENT By clicking "I Agree," creating an account, or continuing to use the Platform, you acknowledge that you have read, understand, and agree to be bound by these Master Terms of Service and the documents incorporated by reference in Section 1.