Terms of service

Terms of Service Agreement — Kelsey Rose Fitness Inc. | Last updated: May 6, 2026

This Terms of Service Agreement (“Agreement”) is between you and Kelsey Rose Fitness Inc. (“Producer,” “we,” or “us”). The Agreement governs your use of the Shaep Elite channel (the “Service”), an online fitness platform that allows consumers like you to access video programs, workout plans, meal plans, and related content (“Programs”) through branded websites and applications, powered in part by Everfit.

Please read carefully: Section 10 contains provisions governing how to resolve disputes between you and Producer, including an agreement to individually arbitrate which requires, with limited exceptions, that certain disputes be resolved by binding and final arbitration. Section 10 also contains class action and jury trial waivers. By purchasing, engaging with, or otherwise using the Service, you expressly agree that disputes will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. If you do not agree to these terms, please immediately cease use of the Service.

Acceptance

By creating an account, viewing content, making a purchase, downloading our branded applications, or otherwise visiting or using the Service, you accept this Agreement and consent to contract with us electronically. If you are an entity, the person who registers the account must have authority to bind the entity.

We may update this Agreement by posting a revised version on our website. Continued use of the Service constitutes acceptance of any revised Agreement. You may terminate the Agreement at any time by deleting your account. We reserve the right to suspend or terminate your account for breach. Sections 7, 8, 9, and 10 survive termination.

Accounts

Registration: You must create an account to use certain features. To do so, you must provide an email address and agree to receive notices from us at that address.

Age requirements: You may not create an account if you are younger than 16 years of age. By creating an account, you represent that you meet this requirement and, where required by law, have parental or guardian permission.

Parents and guardians: By granting your child permission to use the Service through your account, you are responsible for monitoring and supervising their usage. If you believe your child is using your account without permission, contact us immediately.

Account security: You are responsible for all activity that occurs under your account. You must safeguard your credentials, log out of shared devices after each session, and notify us immediately of any unauthorized access.

Privacy & third-party platform (Everfit)

Please review our Privacy Policy to learn about the information we collect, how we use it, and with whom we share it.

By creating an account, you agree that our third-party suppliers will have access to your account information and account activities, including the viewing and purchase of Programs and your contact information.

Everfit platform disclosure: The Shaep Elite Service is powered in part by Everfit, a third-party fitness platform provider. By using the Service, you acknowledge and agree that certain account data — including your profile information, workout activity, exercise logs, program progress, and related fitness data — will be processed and stored by Everfit in order to deliver core features of the Service such as workout delivery, client management, progress tracking, and cross-device synchronization. Everfit’s use of your data is governed by their Privacy Policy, available at everfit.io/privacy. We do not control Everfit’s data practices beyond our contractual agreements with them, and we encourage you to review their policy. Your health and fitness data shared with Everfit will not be used for advertising or marketing purposes.

We are not responsible for the content, privacy practices, or availability of Everfit’s platform beyond what is expressly agreed in our service arrangements with them.

Program viewing and purchase options

We may offer the following purchase options:

Subscription: For a recurring fee, you may access the Programs offered within the Shaep Elite channel an unlimited number of times during your subscription period. We may add or remove Programs at any time.

Rental: After paying the stated fee, you may stream the Program an unlimited number of times during the stated rental period.

Purchase: After paying the stated fee, you may stream the Program an unlimited number of times and, if offered, download the Program.

To make a purchase, you must provide a valid payment method. We may apply applicable taxes. Prices and other terms are subject to change. All purchases, including recurring charges, are final and non-refundable.

Free trials and discounts: When a free-trial period ends, your paid subscription begins unless you cancel before the end of the trial period. Discounted first periods renew at the full fee.

Automatic renewal: Subscriptions automatically renew unless canceled at least one day before the renewal date in your Billing Settings. Monthly plans renew for 30-day periods; annual plans renew for one-year periods.

How to cancel: Visit your Billing Settings to pause or cancel. Changes apply to your next subscription period and do not affect the current period.

In-app purchases: When purchasing through an app platform, you will be billed by that platform, not us. Direct any billing inquiries to the app platform.

Licenses and intellectual property

License to Programs: You have the right to stream and/or download (if offered) Programs you have rented (during the rental period), purchased, or accessed through an active subscription — for personal use only.

Restrictions: You may not resell, redistribute, retransmit, publicly perform, display, or make derivative works from any Program or any part of the Service. All rights not expressly granted are reserved by Producer.

Your content & feedback: By submitting content to the Service (e.g., comments, forum posts, profile content), you grant Producer and our suppliers an irrevocable, worldwide, non-exclusive, royalty-free, perpetual license to use, copy, adapt, transmit, distribute, and publicly display such content in all media for any purpose. Feedback or suggestions you provide may be used by us without compensation to you.

Acceptable use policy

We may allow you to upload, submit, or publish content such as images and text. You must ensure your content and conduct comply with this Acceptable Use Policy. We may monitor your account and remove or limit access to any content or account we believe in good faith violates this policy. To report violations, contact hello@kelseyrosefitness.com.

6.1 Copyright policy

You may only upload content you have the right to share. Copyright owners may send takedown notices to hello@kelseyrosefitness.com. We will terminate accounts of repeat infringers where appropriate.

6.2 Content restrictions

You may not submit content that infringes third-party rights; is sexually explicit, defamatory, harassing, or abusive; contains hateful or discriminatory speech; promotes terror or hate groups; contains instructions for weapons or explosive devices; exploits or endangers minors; depicts or encourages self-harm or suicide; depicts extreme violence or animal cruelty; promotes fraudulent schemes or deceptive marketing; contains false or misleading health or voting information; or violates any applicable law.

6.3 Code of conduct

You may not use an offensive screen name or avatar; impersonate any person or organization; harass or stalk any person; harm or exploit minors; distribute spam; collect personal information about others without authorization; access another’s account without permission; use the Service in violation of applicable law; or cause or encourage others to do any of the above.

6.4 Prohibited technical measures

You will not reverse engineer, decompile, scrape, or use automated means to access the Service; attempt to circumvent security or digital rights management measures; remove proprietary notices; submit malicious code; or take any action to manipulate or damage the Service.

6.5 Restricted users

You may not use the Service if you are a member of a terror or hate group, have been designated as a restricted entity by a U.S. agency, or are subject to sanctions that would require us to block your content in a substantial number of countries where we operate.

Disclaimers

Your use of the Service and any Program is at your own risk. Producer provides the Service and all Programs on an “as is” and “as available” basis, without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Producer makes no representations or warranties concerning: the availability of the Service in a particular jurisdiction or on a particular device; the continued support for any feature; the uninterrupted or error-free viewing of any Program; the continued availability of any Program or its inclusion in a subscription channel (Programs may be withdrawn at any time without notice); or the uptime, performance, or accuracy of the Everfit platform used to power parts of the Service. Producer is not liable for any interruptions, data loss, or errors attributable to Everfit’s systems.

Limitation of liability

To the maximum extent permitted by law, Producer, its parent, directors, officers, employees, representatives, consultants, agents, suppliers, and partners (including Everfit and other third-party platform providers) shall not be liable for (i) any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill, use, data, or other intangible losses; (ii) damages relating to any dispute between you and another service user; or (iii) damages exceeding the greater of USD $100 or the amounts paid by you to Producer over the 12 months preceding the filing of your claim.

These limitations apply to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not Producer has been informed of the possibility of such damage.

Indemnification

You shall indemnify, defend, and hold harmless Producer and its parent, directors, officers, employees, representatives, consultants, agents, suppliers, and partners (including Everfit) from any liability, claim, demand, damages, losses, and costs (including attorneys’ fees) arising from: (i) your unauthorized use of the Service or any Program; (ii) your breach of this Agreement or violation of any law or third-party right; or (iii) any content that you upload or submit to us.

Disputes, individual arbitration, class action & jury trial waiver

The terms of this Section apply to all disputes between you and Producer and/or any third party operating on Producer’s behalf, including employees, agents, affiliates, service providers, suppliers, or vendors, including Everfit.

10.1 Choice of law

Disputes will be governed by the laws of New York State and the United States of America, without regard to principles of conflicts of law. The arbitration agreement in Section 10.4 will be governed by the Federal Arbitration Act.

10.2 Choice of venue

Except for Covered Privacy Claims, all disputes must be commenced in either the Commercial Division of the New York State Supreme Court for New York County or the United States District Court for the Southern District of New York. You and Producer irrevocably waive any right to a trial by jury.

10.3 Pre-arbitration informal dispute resolution

Before commencing arbitration, the complaining party must contact the other party in writing (Notice) and participate in a good-faith informal dispute resolution conference within 45 days of the Notice. Notice to Producer should be sent to hello@kelseyrosefitness.com. The Notice must include the complaining party’s name, contact information, counsel information if applicable, and a description of the dispute. Completing this process is a condition precedent to arbitration.

10.4 Binding individual arbitration

Any Covered Privacy Claim — meaning any dispute relating to Producer’s collection, use, storage, or transfer of your Personal Information; an alleged breach of our Privacy Policy; an alleged data breach; or an allegation that Producer failed to comply with any privacy or data security obligation — will be resolved by binding individual arbitration administered by the National Arbitration & Mediation (NAM) under its Comprehensive Dispute Resolution Rules. NAM Rules are available at namadr.com/resources/rules-fees-forms. If 10 or more substantially similar Requests are filed within 90 days, NAM will administer them in batches of 100. This provision does not authorize class or mass arbitration.

10.5 Waiver of jury trials, class actions, and class arbitrations

You and Producer waive all rights to a trial by jury or to bring or participate in a class, representative, or collective action. Only individual relief is available.

10.6 Exceptions

Either party may bring qualifying disputes in small claims court. Either party may seek injunctive relief in a court of competent jurisdiction without waiving the right to arbitrate.

10.7 Modification

Producer may modify this Arbitration Agreement with notice. Unless you reject the change within 30 days by writing to hello@kelseyrosefitness.com, continued use of the Service constitutes acceptance.

General provisions

No waiver: Producer’s failure to exercise or enforce any term of this Agreement will not constitute a waiver of such term.

Provisions severable: If any term of this Agreement is held invalid or unenforceable, the remaining terms remain in full force and effect.

No third parties: No third parties shall have rights under this Agreement, except that Everfit is acknowledged as a third-party service provider whose platform powers core features of the Service, and indemnified parties may enforce indemnification rights.

Force majeure: Producer shall not be liable for any failure or delay in performance arising out of circumstances beyond its reasonable control, including acts of God, natural disasters, wars, civil disturbances, strikes, epidemics, power failures, computer failure, governmental actions, or inability to obtain labor, materials, equipment, or transportation.

Entire agreement: This Agreement sets forth the entire understanding between you and Producer concerning your use of the Service and supersedes all prior agreements. This Agreement may only be modified by us and any changes will apply prospectively.

Contact us

For support: info@shaep.co
For legal notices: hello@kelseyrosefitness.com

Kelsey Rose Fitness Inc.
161 Roehampton Avenue, Suite 2005
Toronto, ON M4P 0C8
Canada