Terms of Service

Effective Date: September 23, 2026

Prodemy is a product of TECZENS INC

1. Agreement to Terms

By creating an account, accessing, or using the Prodemy website (prodemy.app), mobile application, or any related services (collectively, the “Platform”), you agree to be bound by these Terms of Service (“Terms”). The Platform is owned and operated by TECZENS INC, a Delaware corporation doing business as Prodemy (“Company,” “Prodemy,” “we,” “us,” or “our”).

If you are accepting these Terms on behalf of an organization (such as a club, academy, or coaching business), you represent and warrant that you have the authority to bind that organization to these Terms, and “you” refers to both you individually and the organization.

If you do not agree to these Terms, you may not access or use the Platform.

These Terms incorporate by reference our Privacy Policy, Data Deletion Policy, and any additional agreements applicable to your role on the Platform (including the Club Service Agreement for Club Owners).

2. Definitions

“Club” means any academy, school, studio, gym, or organized group that uses the Platform to manage coaching operations, classes, events, and member payments.
“Club Owner” means a user who registers and operates a Club on the Platform.
“Coach” means a user who provides coaching, instruction, or training services, whether affiliated with a Club or operating independently.
“Parent” means a user who is the parent or legal guardian of one or more Students and manages their accounts and payments.
“Student” (also referred to as “Player” or “Learner”) means a user who participates in coaching activities, classes, or events on the Platform.
“Content” means any text, images, videos, audio, data, drills, reviews, posts, or other materials submitted, uploaded, or transmitted through the Platform.
“Services” means all features and functionality provided through the Platform, including but not limited to class management, scheduling, payment processing, video review, drill tracking, event management, AI-powered support, and communications.
“Connected Account” means a Club Owner’s or independent Coach’s Stripe Connect Express account used to receive payments through the Platform.

3. Eligibility and Account Registration

3.1 Age Requirements

You must be at least eighteen (18) years of age to create an account on the Platform. The Platform does not permit independent account creation by individuals under 18.

3.2 Minor Participation

Minors (under 18) may participate in Platform activities only under the supervision and account management of a Parent. All minor profiles must be created and managed by a Parent or legal guardian. By creating a profile for a minor, you represent and warrant that you are the minor’s parent or legal guardian and that you consent to the collection and processing of that minor’s information as described in our Privacy Policy.

3.3 Children Under 13 (COPPA)

In compliance with the Children’s Online Privacy Protection Act (“COPPA”) as amended through April 2026, we do not knowingly collect personal information directly from children under 13. All data for children under 13 must be entered by a verified parent or legal guardian. For details on how we handle children’s data, including separate consent requirements for third-party data disclosure, see Section 2 of our Privacy Policy.

3.4 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to (a) create only one account per person, (b) provide accurate and complete registration information, (c) promptly update your information if it changes, and (d) notify us immediately at hello@prodemy.app if you suspect unauthorized access to your account. We are not liable for any loss or damage arising from your failure to safeguard your account credentials.

3.5 Account Verification

We may require email verification, phone verification, or identity verification as a condition of account access. Accounts that fail verification may be restricted or suspended.

4. The Platform and Services

4.1 Platform Description

Prodemy is a multi-academy, multi-club coaching and management platform that connects Club Owners, Coaches, Parents, and Students. The Platform provides tools for class scheduling, event management, payment processing, drill and skill tracking, video review, communications, and AI-powered support.

4.2 Platform Role

Prodemy is a technology platform and marketplace facilitator. We do not provide coaching, instruction, or training services. We do not employ Coaches or Club staff. We do not guarantee the quality, safety, or suitability of any coaching services, classes, or events offered through the Platform. Clubs and Coaches are solely responsible for the services they provide to their members and students.

4.3 Service Availability

We strive to maintain the Platform’s availability but do not guarantee uninterrupted, error-free, or secure access. We may temporarily suspend or restrict access for maintenance, updates, security measures, or other operational reasons, with or without notice.

5. User Roles and Responsibilities

5.1 All Users

All users agree to: (a) comply with all applicable laws and regulations; (b) provide accurate information; (c) use the Platform only for its intended purpose; (d) not interfere with the Platform’s operation or security; and (e) comply with the Acceptable Use provisions in Section 11.

5.2 Club Owners

In addition to the general user obligations, Club Owners agree to:

Business responsibility. You are solely responsible for all aspects of your Club’s operations, including but not limited to the quality and safety of instruction, compliance with applicable licensing and insurance requirements, and all employment or contractor relationships with your coaches and staff.
Payment obligations. You agree to maintain a valid Stripe Connect account, comply with Stripe’s terms of service, and fulfill your payment obligations to the Platform as set forth in the Club Service Agreement and the Platform Fee Agreement displayed in your account settings.
Refund policies. You are responsible for establishing and communicating your Club’s refund policy to your members, subject to the Platform’s minimum refund window of twenty-four (24) hours. Your refund policy must comply with all applicable consumer protection laws.
Member data. You acknowledge that member data displayed in your Club dashboard is provided for the purpose of operating your Club on the Platform. You may not use member data for purposes unrelated to your Club’s operations on the Platform, sell or share member data with third parties, or retain member data beyond what is necessary for legitimate business purposes.
Delegate access. If you grant delegate access (Manager or Front Desk roles) to other individuals, you remain responsible for their actions on the Platform and for ensuring they comply with these Terms.
Platform Terms compliance. You agree to accept and comply with any Platform Terms of Service published by Prodemy for Club Owners, including re-acceptance when material changes are made.

5.3 Coaches

In addition to the general user obligations, Coaches agree to:

Qualifications. You represent that you possess appropriate qualifications, certifications, and/or experience to provide the coaching services you offer. Prodemy does not verify coaching credentials unless separately designated as “Platform Verified.”
Independent coaching. If you operate as an independent Coach, you are solely responsible for your own tax obligations, insurance, and compliance with applicable laws. You are not an employee of Prodemy or any Club.
Session obligations. You agree to fulfill scheduled sessions and provide reasonable notice of cancellations through the Platform’s cancellation system.
Content standards. All video reviews, feedback, and communications with students must be professional, appropriate, and comply with the Content standards in Section 9.

5.4 Parents and Guardians

In addition to the general user obligations, Parents agree to:

Guardian responsibility. You are the parent or legal guardian of each minor for whom you create a profile, and you accept full responsibility for that minor’s use of the Platform.
Payment responsibility. You are responsible for all payments associated with your children’s enrollments, registrations, and bookings, including recurring class fees, tournament fees, coaching session fees, and any applicable late fees.
Consent for minors. You consent to the collection and processing of your minor child’s data as described in our Privacy Policy, including media consent and AI data processing consent where applicable.
Medical responsibility. You acknowledge that participation in physical activities involves inherent risks, and you are responsible for ensuring your child is medically fit to participate in activities coordinated through the Platform.

5.5 Students (18+)

Adult students (18 and over) who register independently accept the same payment and participation responsibilities as Parents with respect to their own accounts. Adult students may manage their own payment methods and process their own payments directly.

6. Payments, Billing, and Fees

6.1 Payment Processing

The Platform uses Stripe, Inc. (“Stripe”) as its payment processor. All financial transactions are processed through Stripe’s infrastructure, including Stripe Connect for marketplace payments. By making or receiving payments through the Platform, you agree to Stripe’s Services Agreement and Privacy Policy.

6.2 Marketplace Payment Model

Prodemy operates as a marketplace facilitator. When a Parent or Student makes a payment for Club-related services (classes, events, coaching sessions, memberships, lane bookings, tournaments), the payment flows through the Club’s Stripe Connect account. Prodemy’s platform commission is automatically deducted as an application fee before the Club receives the remaining funds. The applicable commission rate is set forth in each Club’s fee agreement with Prodemy.

6.3 Payment Methods

The Platform accepts credit cards, debit cards, ACH bank transfers, Apple Pay, and Google Pay through Stripe. Club Owners may also record offline payments (Zelle, cash, check, or bank transfer) for tracking purposes. The Platform stores only the last four digits and brand of payment cards; full payment credentials are held by Stripe.

6.4 Auto-Pay and Recurring Charges

Certain fees (such as recurring class enrollment fees) may be set up for automatic payment (“Auto-Pay”). By enabling Auto-Pay, you authorize Prodemy and Stripe to automatically charge your saved payment method on or after the due date for each billing cycle. You will receive a notification at least three (3) days before each automatic charge.

You may disable Auto-Pay at any time through your account settings or by contacting us at hello@prodemy.app. Disabling Auto-Pay does not cancel your enrollment or relieve your obligation to pay outstanding fees.

6.5 Late Fees and Access Restrictions

Clubs may configure late fees for overdue payments, subject to the following Platform rules: (a) late fees will not be applied until after the grace period set by the Club (minimum 3 days after the due date); (b) the maximum cumulative late fee is capped as configured in each Club’s billing settings; and (c) you will receive notifications before any late fee is applied.

If a payment remains unpaid beyond the Club’s configured auto-lock period (minimum 3 days after the due date), your access to the applicable Club’s classes and resources may be temporarily restricted until payment is made. Access is automatically restored upon payment.

6.6 Refunds

Refund eligibility for Club-related payments is determined by each Club’s refund policy, which is communicated to you at the time of enrollment or registration. All Clubs are required to honor a minimum refund window of twenty-four (24) hours from the time of payment.

For refunds of Stripe-processed payments, refunds will be returned to the original payment method. Processing times for refunds are determined by your financial institution and Stripe. Prodemy’s platform commission may be returned in connection with a refund, subject to the terms of Prodemy’s agreement with the Club.

For event registration cancellations, the Club Owner reviews and decides on refund requests. Refund methods may include Stripe reversal, platform credit, or offline refund as determined by the Club Owner.

6.7 Coupons and Discounts

Clubs may offer coupons or promotional discounts. Coupons are subject to validity periods, usage limits, and any conditions specified at the time of issuance. Prodemy is not responsible for coupons issued by Clubs.

6.8 Offline Payments

When a Club Owner records an offline payment (cash, Zelle, check, or bank transfer), Prodemy does not process or verify the transaction. The Club Owner is solely responsible for confirming receipt and maintaining records. Offline payments are tracked on the Platform for record-keeping purposes only.

6.9 Platform Fees to Club Owners

Club Owners are subject to platform fees as set forth in their Club Service Agreement and the Platform Fee Agreement displayed in account settings. Platform fee models may include a percentage of revenue, a fixed monthly fee, or a hybrid model. Fee changes are communicated in advance through scheduled change notices.

6.10 ACH Authorization

By adding a bank account as a payment method and authorizing a payment via ACH, you authorize Prodemy and Stripe to debit your bank account for the specified amount. This authorization remains in effect until you remove the payment method or revoke authorization in writing. ACH transactions are subject to Nacha Operating Rules.

6.11 Taxes

You are responsible for any taxes applicable to your use of the Platform and payments made or received through the Platform. Prodemy does not provide tax advice and is not responsible for determining or remitting taxes on your behalf.

7. One-Time Registration Fees

Clubs may charge a one-time registration fee at the club level or class level. Registration fees are non-recurring and are charged upon initial enrollment. A 28-day grace buffer prevents double-charging if you leave and rejoin within that period. Registration fees are subject to the same refund policies as other Club payments, including the Platform’s 24-hour minimum refund window.

8. Physical Activity Waiver and Assumption of Risk

PLEASE READ THIS SECTION CAREFULLY.

8.1 Assumption of Risk

The Platform facilitates coaching, drill tracking, scheduling, and event coordination for physical activities across multiple sports and disciplines. You acknowledge that physical activity carries inherent risks of injury, illness, or death, and that these risks cannot be entirely eliminated regardless of the care taken to avoid them.

8.2 Waiver of Liability for Physical Activities

To the maximum extent permitted by applicable law, you waive and release TECZENS INC and its officers, directors, employees, agents, and affiliates from any and all claims, demands, causes of action, damages, losses, and liabilities (including attorney’s fees) arising from or related to physical injury, bodily harm, illness, or death resulting from your or your child’s participation in any physical activity, coaching session, drill, class, event, or training program coordinated, scheduled, or tracked through the Platform.

8.3 Not Medical Advice

The Platform is a logistics, scheduling, and skill-tracking tool. It does not provide medical advice, diagnosis, or treatment. Drills, exercises, and training content available through the Platform are for informational and coaching purposes only. Consult a qualified healthcare provider before beginning any new physical activity or training program, or if you have any concerns about your health or fitness.

9. User Content

9.1 Content You Submit

You retain ownership of Content you submit to the Platform (including videos, photos, reviews, posts, and drill submissions). By submitting Content, you grant Prodemy a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, display, and distribute your Content solely in connection with operating, improving, and promoting the Platform.

For clarity, this license allows us to display your Content to other Platform users as intended by the feature (e.g., displaying a coach’s video review to a student, showing a club’s broadcast to its members, featuring tutorial videos in the library). We will not sell your Content to third parties or use it for purposes unrelated to the Platform.

9.2 Content Standards

You agree not to submit Content that: (a) infringes any intellectual property rights; (b) is defamatory, obscene, harassing, threatening, or abusive; (c) contains malware, viruses, or harmful code; (d) violates any applicable law or regulation; (e) contains personal information of another person without their consent; (f) is misleading, fraudulent, or deceptive; or (g) is harmful to minors.

9.3 Content Moderation

We reserve the right, but are not obligated, to review, edit, remove, or disable access to any Content at our sole discretion, including Content that violates these Terms or that we determine is harmful, offensive, or otherwise objectionable. We may use automated tools and human review for content moderation.

9.4 Video and Media Uploads

Videos and media uploaded to the Platform (including training videos for coach review, broadcast attachments, and tutorial content) are stored using third-party cloud storage providers (currently Cloudinary). Deleted videos enter a 30-day trash period during which they may be restored. After 30 days, media assets are permanently destroyed. You are responsible for ensuring you have all necessary rights and consents for any media you upload, including consent from any individuals depicted.

9.5 Parental Media Consent

The collection, storage, and sharing of photos, videos, and performance data of minors requires explicit parental consent, which is obtained during registration. Consent can be reviewed in account settings. Revoking consent may limit certain features of the Platform.

9.6 DMCA and Copyright Claims

If you believe Content on the Platform infringes your copyright, please contact us at hello@prodemy.app with: (a) identification of the copyrighted work; (b) identification of the allegedly infringing Content; (c) your contact information; (d) a statement of good faith belief; and (e) a statement under penalty of perjury that you are the copyright owner or authorized to act on the owner’s behalf.

10. AI-Powered Features

10.1 AI Support Chatbot

The Platform includes an AI-powered support chatbot that uses artificial intelligence to answer questions about Platform features, help articles, and general usage. The chatbot is powered by third-party AI services (currently Anthropic’s Claude and Voyage AI for text embeddings).

10.2 AI Data Processing

When you interact with the AI chatbot, your query text is processed by our AI service providers to generate a response. Chat queries are used to retrieve relevant help content from our knowledge base and generate contextual answers. We do not use your personal data, financial information, or children’s data to train AI models. AI data processing consent is obtained at registration and can be reviewed in your account settings.

10.3 AI Limitations

AI-generated responses are provided for informational purposes only and may not always be accurate or complete. The AI chatbot does not have access to your account data, payment information, or private messages. Do not submit sensitive personal information (such as passwords, payment credentials, or Social Security numbers) to the chatbot.

10.4 AI Consent

Use of AI features is subject to your consent, which you may grant or withhold during registration. If you do not consent to AI data processing, you may still use all other features of the Platform. You can update your AI data processing preferences in your account settings at any time.

11. Acceptable Use

You agree not to use the Platform to:

Violate any applicable local, state, national, or international law or regulation.
Impersonate any person or entity, or falsely claim affiliation with any person or entity.
Interfere with, disrupt, or attempt to gain unauthorized access to the Platform, its servers, or connected networks.
Upload, transmit, or distribute viruses, malware, or any harmful or disruptive technology.
Harvest, collect, or store personal information of other users without their consent.
Use automated means (bots, scrapers, crawlers) to access the Platform without our prior written consent.
Use the Platform for any fraudulent, deceptive, or misleading purpose.
Circumvent, disable, or interfere with any security features of the Platform.
Share your account credentials with others or allow others to access your account, except through the Platform’s authorized delegate access feature.
Use data obtained from the Platform to contact users outside the Platform for commercial purposes unrelated to the services provided through the Platform.
Engage in any activity that imposes an unreasonable load on the Platform’s infrastructure.

12. SMS and Communications

12.1 Transactional SMS

By providing your phone number during registration or in your account settings, you consent to receive transactional SMS notifications related to your account and Platform activity, including but not limited to:

Payment failure and overdue balance alerts
Account lockout notifications
Membership expiry reminders
Waitlist availability notifications
Session and class reminders
Attendance notifications
Account security alerts

12.2 Message Frequency and Rates

Message frequency varies based on your account activity and notification preferences. Message and data rates may apply. Your mobile carrier is not liable for delayed or undelivered messages.

12.3 Opt-Out

You may opt out of SMS notifications at any time by: (a) replying STOP to any message from us; (b) disabling SMS in your notification preferences at prodemy.app/dashboard/settings; or (c) emailing hello@prodemy.app. Opting out of SMS does not affect your access to the Platform or other notification channels (email, push, in-app).

12.4 Help

For SMS assistance, reply HELP to any message or contact us at hello@prodemy.app.

12.5 Email and Push Notifications

The Platform sends email and push notifications for transactional and informational purposes. You may manage your notification preferences in your account settings.

13. Intellectual Property

13.1 Platform Ownership

All rights, title, and interest in and to the Platform, including but not limited to software, algorithms (including the “Mastery” tracking system and drill rotation algorithms), visual design, user interface, logos, trademarks, and documentation, are the exclusive property of TECZENS INC.

13.2 Trademarks

“Prodemy,” “Master The Journey,” and the Prodemy logo are trademarks of TECZENS INC. You may not use our trademarks without our prior written consent, except as expressly permitted in writing.

13.3 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your personal or internal business purposes. This license does not include the right to modify, distribute, sell, or create derivative works based on the Platform or its content.

14. Third-Party Services

14.1 Third-Party Integrations

The Platform integrates with and relies upon third-party services to provide its functionality. These include, but are not limited to:

Stripe — Payment processing and marketplace payments
Twilio — SMS message delivery
Resend — Transactional email delivery
Cloudinary — Media storage and processing
Vercel — Web application hosting
Neon — Database hosting
Anthropic (Claude) — AI chatbot functionality
Voyage AI — Text embedding for AI search
Google — OAuth authentication
Zoho — Customer support ticketing
Sentry — Error monitoring and performance tracking

14.2 Third-Party Terms

Your use of the Platform may be subject to the terms and conditions of third-party service providers. We are not responsible for the availability, accuracy, or reliability of third-party services, and we disclaim all liability for any loss or damage caused by third-party service failures or outages.

14.3 Stripe Connect

Club Owners who receive payments through the Platform must maintain a Stripe Connect Express account. By creating a Connected Account, you agree to the Stripe Connected Account Agreement and Stripe’s Privacy Policy. Prodemy accesses Connected Account data solely to provide Platform services, including processing payments, calculating platform fees, and displaying financial reports.

15. Account Termination and Suspension

15.1 Termination by You

You may close your account at any time by following the instructions at prodemy.app/deletion or by emailing hello@prodemy.app. Account closure does not relieve you of any outstanding payment obligations.

15.2 Termination or Suspension by Prodemy

We may suspend, restrict, or terminate your account, with or without notice, if we reasonably believe that: (a) you have violated these Terms; (b) your account is being used for fraudulent, illegal, or unauthorized activity; (c) continued access poses a risk to the Platform, other users, or third parties; (d) required by law or a valid legal request; or (e) you have not used your account for an extended period.

15.3 Effect of Termination

Upon termination: (a) your right to access the Platform immediately ceases; (b) any outstanding payment obligations remain due; (c) Content you submitted may be retained for a reasonable period as necessary for legal, operational, or regulatory purposes; and (d) provisions of these Terms that by their nature should survive (including Sections 8, 15, 16, 17, 18, and 20) will survive termination.

15.4 Club and Coach Deletion Cool-Off Periods

Deletion of Club accounts is subject to a fourteen (14) day cool-off period, during which all affected parties (members, parents, coaches) are notified and may dispute the deletion. Deletion of Coach accounts is subject to a seven (7) day cool-off period. During the cool-off period, the deletion may be cancelled. After the cool-off period expires, a soft-delete is executed, and permanent data removal follows thirty (30) days later.

16. Disclaimer of Warranties

THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TECZENS INC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY DEFECTS WILL BE CORRECTED; (C) THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) THE RESULTS OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; OR (E) ANY CONTENT, INCLUDING AI-GENERATED RESPONSES, IS ACCURATE, COMPLETE, OR CURRENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES ARE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

17. Limitation of Liability

17.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TECZENS INC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF TECZENS INC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED DOLLARS ($100.00); OR (B) THE TOTAL AMOUNT OF FEES YOU PAID TO PRODEMY (NOT TO CLUBS OR COACHES THROUGH THE PLATFORM) IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17.3 Basis of the Bargain

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THE PLATFORM WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

17.4 Exceptions

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law.

18. Indemnification

You agree to indemnify, defend, and hold harmless TECZENS INC and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorney’s fees and court costs) arising from or related to:

Your use of the Platform or violation of these Terms.
Content you submit, post, or transmit through the Platform.
Your violation of any law, regulation, or third-party right.
Your coaching services, classes, events, or other activities facilitated through the Platform (applicable to Club Owners and Coaches).
Any dispute between you and another user of the Platform.
Your failure to comply with applicable tax obligations.

We will provide you with prompt written notice of any claim subject to indemnification and will reasonably cooperate with your defense. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

19. Dispute Resolution

19.1 Informal Resolution

Before filing a formal dispute, you agree to contact us at hello@prodemy.app and attempt to resolve the dispute informally for at least thirty (30) days. Most disputes can be resolved informally.

19.2 Binding Arbitration

IF INFORMAL RESOLUTION IS UNSUCCESSFUL, YOU AND TECZENS INC AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM (“DISPUTE”) SHALL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, RATHER THAN IN COURT, except that either party may bring qualifying claims in small claims court if the claim falls within that court’s jurisdiction.

Arbitration shall be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, or by JAMS under its Streamlined Arbitration Rules, as selected by the claimant. If neither AAA nor JAMS is available, the parties shall select a mutually agreeable arbitration provider, or a court shall appoint one.

The arbitration shall take place in the State of Delaware, unless the parties agree otherwise or the arbitrator determines that a different location is more convenient for the consumer. The arbitration shall be conducted in English.

The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

19.3 Class Action and Jury Trial Waiver

YOU AND TECZENS INC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING.

THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

YOU AND TECZENS INC EACH WAIVE THE RIGHT TO A JURY TRIAL FOR ANY DISPUTE.

19.4 Opt-Out of Arbitration

You may opt out of this arbitration agreement by sending written notice to hello@prodemy.app within thirty (30) days of creating your account. Your opt-out notice must include your name, email address, and a clear statement that you wish to opt out of the arbitration provision. If you opt out, the Governing Law and Jurisdiction provisions in Section 20.1 shall apply.

19.5 Exceptions to Arbitration

This arbitration agreement does not apply to: (a) claims for injunctive or equitable relief to protect intellectual property rights; (b) claims that qualify for small claims court; or (c) claims that applicable law does not permit to be arbitrated.

19.6 Arbitration Fees

For claims of $10,000 or less, Prodemy will reimburse your filing fees and pay the arbitrator’s fees, unless the arbitrator determines the claims are frivolous. For claims over $10,000, fees shall be allocated as provided by the applicable arbitration rules.

20. General Provisions

20.1 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. If you opt out of arbitration, you agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Delaware for any disputes arising from these Terms.

20.2 Modification of Terms

We may update these Terms from time to time. If we make material changes, we will notify you by: (a) posting the revised Terms on the Platform with an updated “Last Updated” date; and (b) sending a notification via email or in-app notification at least fifteen (15) days before the changes take effect. Your continued use of the Platform after the effective date of revised Terms constitutes your acceptance of those changes. If you do not agree to the revised Terms, you must stop using the Platform.

20.3 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

20.4 Entire Agreement

These Terms, together with the Privacy Policy, Data Deletion Policy, and any applicable role-specific agreements (including the Club Service Agreement), constitute the entire agreement between you and TECZENS INC regarding your use of the Platform and supersede all prior agreements and understandings.

20.5 Waiver

The failure of Prodemy to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any provision shall be effective only if in writing and signed by an authorized representative of Prodemy.

20.6 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without your consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

20.7 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, war, terrorism, riots, government actions, power failures, internet or telecommunications outages, or third-party service provider failures.

20.8 Headings

Section headings are for reference only and do not affect the interpretation of these Terms.

20.9 Electronic Communications

By using the Platform, you consent to receive communications from us electronically, including emails, push notifications, in-app notifications, and SMS messages. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

21. Contact Information

TECZENS INC dba Prodemy

Registered Agent Address: MyCompanyWorks, Inc. 838 Walker Road, Suite 21-2 Dover, Delaware 19904

Email: hello@prodemy.app Website: https://prodemy.app

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