Terms and Conditions

ACCEPTANCE

IMPORTANT! YOUR USE OF THE APP OR PURCHASE OF ANY SERVICES IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE APPLICABLE TERMS AND CONDITIONS AS SET OUT BELOW. IF YOU ACCEPT THESE TERMS OF SERVICE, TAP THE “I ACCEPT” BUTTON. THAT ACTION IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS OF SERVICE AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. THAT ACTION SHALL ALSO BE THE EQUIVALENT OF PROVIDING US WITH ALL NECESSARY CONSENTS AS OUTLINED IN THESE TERMS OF SERVICE.

IF THERE IS AN ERROR IN THESE TERMS OR IF YOU DO NOT AGREE WITH THEM, DO NOT PROCEED AND DO NOT USE THE APP.

ENHANCE ENTERPRISE INC. (d/b/a Finally)

Last Updated: April 29, 2026

Thank you for using Finally! Please read these Terms of Use carefully. They contain important information about your legal rights, remedies and obligations. By downloading, installing, accessing or using the Finally App or Services, you agree to comply with and be bound by these terms and all applicable laws and regulations.

These terms of use (these “Terms” or “Terms of Use”) constitute a legally binding agreement (the “Agreement”) between you and Enhance Enterprise Inc. (“Finally”, the “Company”, “we”, “us”, or “our”) governing access to and use of the Finally website at [finallyxfitness.com], including any subdomains thereof, and any other websites through which Finally makes its services available (together, the “Website”) and our application available on the Google Play Store and, when made available, the Apple App Store, including any applicable web, mobile, tablet or other smart-device applications, and application program interfaces (collectively, the “Application”) and all associated services (collectively, the “Services”). The Website, Application and Services are collectively referred to as the “App”.

Our collection and use of personal information in connection with your access to and use of the Finally App is described in our Privacy Policy. You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of the App.

This Agreement includes and hereby incorporates by reference our Privacy Policy, as it may be in effect and modified from time to time. These agreements are collectively, with this Agreement, called the “Terms of Service”.

Subject to the conditions set forth herein, Finally may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the App. Finally will provide reasonable advance notice of any amendment that includes a Substantial Change, by posting the updated Terms of Service on the App, providing notice on the App, and/or sending you notice by email when applicable. If the Substantial Change includes an increase to fees charged by Finally (including the Penalty), Finally will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in fees or any temporary or promotional fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE APP OR APP SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE THE APP OR THE APP SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS MAY BE PERMITTED HEREIN.

1. DEFINITIONS

The following terms are used throughout these Terms and have the specific meaning provided below:

"Account" means any account on the Finally App;

"Application" means, collectively, the Finally App together with any applicable mobile, tablet, or other smart-device applications and application program interfaces and all associated services;

"App" or "Finally App" means the Application, Website, and any associated services provided by Finally;

"Cash Prize Drawing" means the periodic cash prize drawings described in Section 8.4 of these Terms of Service;

"including" or "include(s)" as used herein means including, without limitation;

"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, province, country, territory or other jurisdiction;

"Finally XP" means units of in-app exchange that Users may generate through App usage and through achievement of certain metrics set out within the App. Finally XP have no cash value, may not be redeemed for cash, and exist solely for use within the App. Finally XP may be used to redeem products, services and other benefits via the in-app marketplace and to purchase entries to a Cash Prize Drawing, in each case to the extent that such products, services, benefits or drawings are offered. You acknowledge and agree that Finally XP are not a guaranteed payout method and that Finally may, at its discretion, modify the rate at which Finally XP are earned or what they may be redeemed for;

"Penalty" means the per-missed-session fee described in Section 8.2 of these Terms of Service;

"Premium Subscription" means the optional paid subscription tier described in Section 8.1 of these Terms of Service that unlocks additional features of the App; the core penalty-and-XP service is available without a Premium Subscription;

"Side Goal" means the rolling 4-week consistency goal described in Section 8.2 of these Terms of Service, which, when completed, unlocks a partial refund of accumulated Penalties together with a Finally XP bonus;

"User", "you", or "your" refers to the individual that has visited the Website and/or the App, or downloaded and/or installed the App;

"User Content" means any comments, remarks, data, feedback, content, files, documents, text, photographs, images, video, music, or other information that you or any visitor or User post to any part of the App or provide to the Company;

"Weekly Cadence" means the number of training sessions per week (e.g., 3 sessions per week) that you select within the App as your training commitment, which determines whether a session is counted as missed for purposes of the Penalty and the Side Goal.

2. AGE

The App is not intended for use by children or people under the age of 18. If you are under the age of 18 you must not use the App. If we discover that any such use is taking place, we will immediately terminate any relevant user account(s) facilitating such use.

3. FINALLY ACCOUNTS

3.1 Registration and Acceptance

A User may need to open an Account with us to access the App and our Services, from time to time and as specified on the App.

When you register for an Account to use the App, or by tapping to accept the Terms of Service when prompted on the App, you agree to abide by this Agreement and the other Terms of Service, as applicable.

To access and use certain portions of the App and the App Services, you may need to register for an Account. When applicable, subject to these Terms of Use, certain portions of the App are available to App users, including those portions before your Account registration is accepted. We reserve the right to decline a registration to join Finally, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations. We expressly disclaim any obligation to provide you with reasons if we decline to register your Account.

3.2 Account Eligibility

Finally offers the App and Services as a means for consumers to engage and monitor their attendance at the gym or any training area of their choice. When required, creating an Account to use our App is subject to the following eligibility restrictions.

To register for an Account or use the App and App Services as a User, you must, and hereby represent that you: (a) are an individual; (b) will use the App and Services for your own benefit; (c) are an individual 18 years or older (or have otherwise reached the age of majority in your jurisdiction of residence) and can form legally binding contracts; and (d) maintain a valid payment method on file capable of being charged for any Penalty or Premium Subscription fees that may become due under these Terms.

3.3 Account Permissions

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit.

3.4 Identity and Location Verification

When you register for an Account and from time to time thereafter, your Account may be subject to verification, which may include, but shall not be limited to, validation against third-party databases or the verification of any necessary documents that confirm your identity and your location on Finally. The requirement for identification and location verification contained in our Terms of Service are to foster an environment of trust and protect the safety, privacy and security of all Users.

3.5 Usernames and Passwords

When you register for an Account, you will be asked to choose a username and password (or to authenticate via a supported third-party identity provider). You are entirely responsible for safeguarding and maintaining the confidentiality of your credentials and agree not to share your credentials with any person who is not authorized to use your Account. We will assume that any person using the App with your credentials either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account. You further agree not to use the Account or log in with the credentials of another User of the App if (a) you are not authorized to use them or (b) the use would violate the Terms of Service.

To the maximum extent permitted by applicable law, Finally shall not be liable to you for any unauthorised use of your Account resulting from your failure to maintain restricted access to your mobile device or your mobile SIM card, the confidentiality or security of your user details or failure to use a strong password. Access to your account can become restricted or outright impossible in case of a loss of your control over the mobile number or email address to which your Account is registered.

4. RELATIONSHIPS ON THE FINALLY APP

4.1 Services on the App

The App monitors your attendance at the gym or training area of your choice, on a continuous basis from the date your Account is activated until the date your Account is deactivated. The Service is not a fixed-term subscription; rather, it operates as an ongoing accountability service in which Penalties may be charged and Finally XP may be earned for as long as your Account remains active.

To monitor your attendance, you must pinpoint a training area outside your home or your resting area. Once you pinpoint your training area, the App will create a 5,000 m² (approximately 40,000 square feet) zone around the pinned location, which will constitute the user training area (the “User Training Area”). During the configuration of the User Training Area, the User will also be required to take a picture of the workout area within the User Training Area. A User may change the User Training Area once every two weeks; only one User Training Area may be selected at a time. The same rules of configuration apply to every User Training Area.

Once a User enters the User Training Area, a counter will start to monitor activity. A task or attendance is successfully completed when the counter reaches 20 minutes, which may yield Finally XP.

When you set up your Account, you will select a Weekly Cadence (e.g., the number of training sessions you commit to per week). Your Weekly Cadence determines what counts as a missed session for purposes of the Penalty and the Side Goal. You may adjust your Weekly Cadence within the App, subject to limits described therein.

The User shall provide all necessary information as prompted on the App, which shall constitute part of the User Content. This information may include the User’s personal information, such as full name, address, mobile telephone number, email, gym attendance, weight, height, training preferences, and any other information that may be prompted on the App. [NTD: Salary information has been removed because the Penalty is now a flat per-missed-session amount and is not salary-scaled. If any income-related information is collected for analytics, that should be added back here and reflected in the Privacy Policy.]

Your Account logs details of all Finally XP generated by you, all Penalties charged to you, and any redemptions or transfers of Finally XP to or from your Account. Please review your Account regularly. If you identify any erroneous transaction or unexpected activity on your Account, or you believe that the security of your Account has been compromised, you must let us know as soon as possible.

Different membership levels (free and Premium Subscription) may apply to different Users and, depending on the membership level a User holds, the User’s entitlement to access functionality of the App or to generate Finally XP at certain rates may vary.

You may find the different membership levels and modes by visiting: [INSERT LINK DESCRIBING THE DIFFERENT MEMBERSHIP MODES]

When using the App on your mobile device, you acknowledge and agree that the App operates in the background of your mobile device, including by accessing GPS/location services, which may have an impact on the battery life of such device.

The App cannot prove attendance or confirm a task has been completed if a User does not activate their training session through the App. You shall be responsible for activating each training session through the App. Finally reserves all rights to disregard any confirmation of a task or attendance at its sole discretion, including in cases of suspected fraud or abuse.

5. WARRANTY, LIABILITY AND RELEASE

5.1 Warranty Disclaimer

You agree not to rely on the App, the Services, any information on the site or the continuation of the App. The App and the Services are provided on an “as is” and “as available” basis. Finally makes no representations or warranties with regard to the App, the Services, your fitness or health goals, any result you wish to achieve while using the App, or any services related to this Agreement or the Terms of Service. To the maximum extent permitted by applicable law, the Company disclaims all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to you.

THE APP ALLOWS YOU TO TRACK AND VERIFY YOUR PHYSICAL MOVEMENT, GENERATE FINALLY XP, AND USE FINALLY XP TO REDEEM GOODS, SERVICES AND OTHER BENEFITS. THE SERVICES WE PROVIDE DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, ANY FORM OF MEDICAL ADVICE OR OPINION. WE ARE NOT LICENSED MEDICAL PROFESSIONALS, AND WE ARE NOT IN THE BUSINESS OF PROVIDING MEDICAL ADVICE. YOU SHOULD ALWAYS CONSULT A QUALIFIED AND LICENSED MEDICAL PROFESSIONAL PRIOR TO BEGINNING OR MODIFYING ANY DIET OR EXERCISE PROGRAM. THE APP IS NOT A TOOL FOR THE DIAGNOSIS OR PREVENTION OF DISEASE. WE DO NOT ENDORSE ANY THIRD PARTY PRODUCTS OR SERVICES LISTED ON THE APP AND, WHERE THESE RELATE TO YOUR HEALTH, YOU SHOULD ALWAYS TAKE APPROPRIATE MEDICAL ADVICE BEFORE USING THEM. YOUR USE OF THE APP DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND THE COMPANY.

5.2 Limitation of Liability

Finally is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

your use of or your inability to use our App or Services;
delays or disruptions in our App or Services;
viruses or other malicious software obtained by accessing, or linking to, our App or Services;
glitches, bugs, errors, or inaccuracies of any kind in our App or Services;
damage to your hardware from the use of the App or Services;
the content, actions, or inactions of third parties’ use of the App or Services;
a suspension or other action taken with respect to your Account;
your need to modify practices, content, or behavior as a result of changes to the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL FINALLY, OUR AFFILIATES, OR OUR THIRD-PARTY SERVICE PROVIDERS, AS APPLICABLE, BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, LACK OF INTENDED BEHAVIOURAL RESULT, CHANGES IN FITNESS, CHANGES IN HEALTH, ANY PENALTY, ANY REDEEMED GOODS, SERVICES OR OTHER BENEFITS, PROFIT, OR OPPORTUNITIES RELATED TO THE SERVICES.

THESE LIMITATIONS WILL APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

5.3 Indemnification

You will indemnify, defend, and hold harmless Finally, our affiliates, and our respective directors, officers, employees, representatives, partners, and agents (each an “Indemnified Party”) for all Indemnified Claims and Indemnified Liabilities relating to or arising out of: (a) the use of the App and the Services by you or your agents, including any payment obligations or default incurred through use of the Services; (b) failure to comply with the Terms of Service by you or your agents; (c) failure to comply with applicable law by you or your agents; (d) negligence, willful misconduct, or fraud by you or your agents; and (e) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section, your agents include any person who has apparent authority to access or use your Account demonstrated by using your credentials.

"Indemnified Claim" means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

"Indemnified Liability" means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

6. ACCESS TO OUR WEBSITE AND APP

You may have access to and use of the Finally App, or certain areas or features of the App, subject to certain conditions or requirements, such as completing a verification process or meeting specific quality or eligibility criteria. You may need to register an account (an "Account") to access and use certain features of the Finally App.

6.1 Ownership

This App is owned and operated by Enhance Enterprise Inc. All right, title and interest in and to the materials provided on our App, including but not limited to information, documents, logos, graphics, sounds and images (the "Materials") are owned either by Finally or by our respective third-party authors, developers or vendors ("Third Party Providers"). Except as otherwise expressly provided by Finally, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this App or on any Applications shall be construed to confer any license under any of our Intellectual Property Rights, whether by estoppel, implication or otherwise. We do not sell, license, lease or otherwise provide any of the Materials other than those specifically identified as being provided by Finally. Any rights not expressly granted herein are reserved by the Company.

6.2 Limited App License

Finally hereby grants you a limited license to access the App and App Services. This license is subject to and conditioned on compliance with these Terms of Use and, to the extent applicable, the rest of the Terms of Service.

We strive to keep our App and the App Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our App Services. We may stop providing certain features without notice.

Finally hereby grants you a non-exclusive, non-transferable, revocable licence to do the following in accordance with these Terms of Service (the “Licences”): (i) download, install and use the App, and any updates to it provided by Finally from time to time, in object code form for your personal use only on a compatible mobile device owned or controlled by you; and (ii) access and browse the Website for your personal use only.

6.3 Termination of the Limited App License

Finally may terminate any license it has granted to any Website visitor or App user at its sole and unfettered discretion by providing notice, and the termination of such license shall be effective immediately upon Finally providing such notice.

6.4 Permitted Uses

Finally offers the App and App Services for personal, consumer, and household purposes. We make the App available for consumers to promote better fitness habits and to push them to reach their fitness goals. In addition, certain Services may be used to obtain general information and articles that we believe may be of interest to App visitors and users. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to any information that is posted on the App by us or anyone else. In no event should any content be relied on or construed as any advice whatsoever or otherwise. You should independently verify the accuracy of any content.

6.5 Prohibited Uses

Users are not permitted to use, or encourage, promote, facilitate, instruct or induce others to use, the App for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.

The following are examples of uses that are prohibited on the App or when using the Services:

seek to generate Finally XP by any means other than the accepted eligibility criteria specified by Finally from time to time, including by spoofing your location, falsifying check-ins, or otherwise gaming the App;
circumvent, evade or attempt to evade the Penalty in any way, including by spoofing GPS, manipulating device time, or impersonating another User;
copy, adapt, transmit, reverse engineer, decompile, disassemble, modify, sell the App or any content accessible through it, save as otherwise expressly permitted by these Terms of Service or applicable law;
operate more than one Account;
reproduce, frame, display or mirror the App other than as a necessary consequence of its normal operation by you;
infringe our intellectual property rights or those of any third party in relation to your use of the App;
employ any technology that interferes in any way with the proper operation of the App, including by blocking any advertising or promotions displayed thereon;
collect or harvest any information or data from the App for any commercial purpose, save as otherwise agreed in writing by us;
use the App in any way or take any action that causes, or may cause, damage to the App or impairment of the performance, availability, accessibility, integrity or security of the App;
use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
hack or otherwise tamper with our App;
probe, scan or test the vulnerability of our website without our permission;
circumvent any authentication or security systems or processes on or relating to our App;
use our App to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
decrypt or decipher any communications sent by or to the App without Finally’s permission;
conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the App without our express written consent;
access or otherwise interact with the App using any robot, spider or other automated means;
do anything that interferes with the normal use of the App.

If we discover any breach of this Section by you, we may immediately suspend or terminate your access to the App and remove and delete any Materials or User Content from the App violating this Section. We may also charge any outstanding Penalty before closing the Account.

6.6 Enforcement

Finally reserves the right, but does not assume the obligation, to investigate any potential violation of this Section or any other potential violation of the Terms of Service and to remove, disable access to, or modify any content on the App. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement or the Terms of Service.

6.7 Reporting and Collecting Violations

If you become aware of any violation of the Terms of Service, you must immediately report it to the Company. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of the Terms of Service.

6.8 Third Parties

Finally may tell you about third party products or services. Finally may offer products and services on behalf of third parties who are not affiliated with Finally (“Third Party Products”) and/or provide access or links to third party websites (“Third Party Sites”). If you decide to use any Third Party Products or access any Third Party Sites, you are solely responsible for your selection and review of separate product terms, website terms and privacy policies. Finally is not affiliated with these Third Party Products or Third Party Sites and does not endorse or recommend Third Party Products even if such products are marketed or distributed via our marketplace or associated with Finally in any way. You agree that the third parties, and not Finally, are solely responsible for the Third Party Products’ performance (including technical support), quality, and prices, the content on their websites and their use or disclosure of your data. Finally will not be liable for any damages, claims or liabilities arising from the third parties, Third Party Products or Third Party Sites.

7. USER-GENERATED CONTENT

Finally may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store User Content, such as text, photos, audio, documents, files, video, or other materials and information on or through the App; and (ii) access and view User Content and any content that Finally itself makes available on or through the App, including proprietary Finally content and any content licensed or authorized for use by or through Finally from a third party ("Company Content" and together with User Content, "Collective Content").

7.1 Legal Protection and Ownership

The App, Company Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Canada and other countries. You acknowledge and agree that the App and Company Content, including all associated Intellectual Property Rights, are the exclusive property of Finally and/or its licensors or authorizing third parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the App, Company Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Finally used on or in connection with the App and Company Content are trademarks or registered trademarks of the Company in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the App, Company Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

7.2 Restrictions

You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the App or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Finally or its licensors, except for the licenses and rights expressly granted in these Terms, if any.

7.3 Limited License

Subject to your compliance with these Terms, Finally grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Finally App and accessible to you, solely for your personal and non-commercial use.

7.4 License to App

By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Finally App, you grant the Company a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Finally App, in any media. Insofar as User Content includes personal information, such User Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, we do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.

7.5 Content Ownership

You are solely responsible for all User Content that you make available on or through the App. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the App or you have all rights, licenses, consents and releases that are necessary to grant to us the rights in and to such User Content, as contemplated under this Agreement; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or our use of such User Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

We respect copyright law and expect our Users to do the same. If you believe that any content on the Finally App infringes copyrights you own, please contact us at [CONTACT EMAIL LINK].

8. TERMS SPECIFIC TO THE APP

8.1 Service Model, Fees and Premium Subscription

Core Service — No Mandatory Subscription. The core Finally Service is offered without a recurring subscription fee. You may use the App on a continuous basis from the date your Account is activated until the date your Account is deactivated. While your Account is active, you may earn Finally XP for completed sessions and you will be charged a Penalty for each missed session in accordance with Section 8.2.

Premium Subscription. Finally offers an optional paid subscription tier (“Premium Subscription”) that unlocks additional features of the App. The features included in the Premium Subscription, and the amount and frequency of the Premium Subscription fees, will be displayed in the App at the time of purchase. Finally reserves the right to revisit and revise the features and fees of the Premium Subscription at its sole discretion, on the notice terms set out in this Agreement. Finally shall advise Users of any changes to the Premium Subscription thereafter. [NTD: Premium pricing and feature list to be inserted once finalized.]

The subscription period for any Premium Subscription you purchase shall commence on the date on which the Premium Subscription is made available to you (the “Subscription Term”).

Notwithstanding anything in these Terms of Service, upon a termination of this Agreement or a cancellation of any Premium Subscription, the Premium Subscription shall be cancelled at the end of the billing period for which the Premium Subscription has been paid. If the Premium Subscription is terminated prior to the end of a billing period that has been paid, the Premium features shall remain available until the end of the period paid for. For clarity, your obligation to pay any Penalty incurred prior to termination, and any rights you have in respect of accumulated Finally XP, are governed by Sections 8.2 and 11.

If a User has paid for a yearly Premium Subscription, following 2 months of the subscription, the User shall be able to pause the Premium Subscription without any penalty for one month. Such User may pause the Premium Subscription for one month following every 2 months of active use of the App. However, a User on a yearly Premium Subscription may only pause the Premium Subscription for a maximum of 4 months in a calendar year. Pausing the Premium Subscription does not pause the Penalty obligations under Section 8.2; if you wish to pause the Penalty, you must take any other action made available within the App for that purpose, if any.

Payment Method. By creating an Account, you authorize Finally and its payment processor to charge your designated payment method for any Penalty owed under Section 8.2 and any Premium Subscription fees, in each case as and when due. You agree to keep a valid payment method on file for so long as your Account remains active. [NTD: Once a payment processor is finalized, insert its name here and update the Privacy Policy accordingly. The current draft assumes a single processor; if Finally uses different processors for Penalty (card-not-present recurring) and Premium Subscription (Google Play / Apple in-app billing), this should be made explicit.]

8.2 Penalty and Side Goal

For accountability purposes, we have implemented a penalty-and-reward system to keep you accountable to your chosen fitness plan and to condition your behaviour and attendance rate toward better habits.

By creating an Account or providing any payment information, you agree that the Penalty you pay through the App is part of the Services and you understand that it is meant to condition your behaviour toward better fitness habits.

Amount of the Penalty. The Penalty is a flat fee of CAD $2.00 per missed session, charged to your payment method on file each time you fail to attend a training session in accordance with your selected Weekly Cadence. [NTD: Confirm currency and exact amount before launch. If Penalty amount may change, the Penalty schedule should also be linked from the App and any change should be communicated as a Substantial Change.]

How a Missed Session Is Determined. A session is counted as a successful attendance if (i) the session is activated through the App, (ii) you remain inside your designated User Training Area for at least 20 consecutive minutes, and (iii) the session is completed within the rolling weekly window applicable to your selected Weekly Cadence. If, by the end of any given weekly window, you have completed fewer sessions than your selected Weekly Cadence, each shortfall session counts as a missed session, and a Penalty will be charged for each such missed session.

Increasing the Penalty. You may, at your discretion, increase your Penalty amount within the App. Once increased, the Penalty amount may not be reduced below the increased amount until the Side Goal cycle is complete. The default Penalty amount cannot be reduced below the amount set out in these Terms.

Side Goal — Partial Refund and XP Bonus. If you successfully meet your selected Weekly Cadence for 4 consecutive weeks without any missed sessions (a “Side Goal Cycle”), Finally will refund 60% of the Penalties you accumulated during that Side Goal Cycle and will credit your Account with a bonus amount of Finally XP, the amount of which is set out in the App. The remaining 40% of accumulated Penalties is retained by Finally as consideration for the accountability service provided. If you miss a session at any point during a Side Goal Cycle, the Side Goal Cycle resets and a new 4-week Side Goal Cycle begins from your next completed session, with no refund payable in respect of the Penalties accumulated during the reset cycle.

Continuous Service. The Penalty-and-Side-Goal mechanic operates on a continuous, rolling basis from the date your Account is activated until the date your Account is deactivated. Side Goal Cycles repeat back-to-back. There is no fixed term during which Penalties cease to apply.

Refund Mechanics on Cancellation or Termination. In the event you cancel your Account or this Agreement is terminated, Finally shall hold any Penalty amounts that would have been refundable under a then-in-progress Side Goal Cycle for a period of 12 months starting from the date of cancellation or termination. Upon your return to the App within that 12-month period, the held amounts may be reinstated as a Side Goal Cycle starting balance, in Finally’s discretion. If you do not return within the 12-month period, all such held amounts are forfeited entirely. Penalties already collected and retained by Finally outside the Side Goal refund mechanism (i.e., the 40% portion described above) are non-refundable.

Disputes Regarding a Specific Penalty. If you believe a specific Penalty was charged in error (e.g., due to a GPS malfunction or an App outage), you must notify Finally through the in-App support channel within 14 days of the charge. Finally will review the dispute in good faith and may, in its sole discretion, reverse the Penalty, restore the affected Side Goal Cycle, or take such other remedial steps as it deems appropriate.

For further detail about the specific modalities of the Penalty system and the Side Goal, please visit: [INSERT LINK DESCRIBING THE PENALTY AND SIDE GOAL IN DETAIL]

[NTD: Quebec consumer protection counsel should review the Penalty and Side Goal mechanics. Specifically: (a) confirm the structure does not constitute a contract of credit, a deposit subject to trust accounting, or a prohibited “clause pénale” under the Civil Code of Québec; (b) confirm pre-authorized debit disclosures comply with applicable rules; (c) confirm the 60/40 retention model is enforceable as consideration for services rather than a punitive forfeiture; (d) confirm cancellation and refund rights comply with the Loi sur la protection du consommateur, including the right to cancel a contract for services performed at a distance.]

8.3 Finally Marketplace

As an incentive to enable you to adopt better fitness habits, Finally may provide, from time to time, goods, benefits, and other incentives (the “Incentives”) that may include Third Party Products. You may purchase these Incentives, and entries to the Cash Prize Drawing described in Section 8.4, with Finally XP on the App.

You agree that Finally has no responsibility for any Incentives. You are contracting directly with the relevant third party when you redeem or use your Incentives to acquire Third Party Products and any redemption or use happens on third party websites or apps that are not controlled by us. You agree that we have no control over and do not guarantee the quality, safety or legality of any Third Party Products or Incentives, the truth or accuracy of their offers, or the ability of third parties to provide any goods, services or other benefits offered. Save as otherwise expressly agreed with you, we and our affiliates do not act as agent, contractor, partner or any form of representative of the third parties whose Third Party Products are promoted via the App. Our operation of the App should not be taken as an endorsement (express or implied) of any goods, services or other benefits offered on it, nor of any third party.

Finally is entitled to alter the selection of Incentives, the number of Finally XP required to redeem any such Incentives offered on the App, and to limit the number of possible redemptions of any Incentives by any User in its absolute discretion.

8.4 Cash Prize Drawings

Overview. Finally may, on a monthly basis, conduct cash prize drawings open to eligible Users (each a “Cash Prize Drawing”). Entries to a Cash Prize Drawing are obtained by redeeming Finally XP for entries through the in-App marketplace described in Section 8.3. Each Cash Prize Drawing will be subject to specific terms identified at the time the Cash Prize Drawing opens, including the prize amount, the number of winners, the closing date, and any applicable eligibility limitations.

Eligibility. To be eligible to enter a Cash Prize Drawing, you must (i) hold an active Account in good standing, (ii) be of the age of majority in your jurisdiction of residence, (iii) reside in a jurisdiction where the Cash Prize Drawing is permitted by law, and (iv) comply with all entry requirements set out in the specific Cash Prize Drawing terms. Finally may modify eligibility requirements from time to time and will communicate such changes through the App.

How Entries Are Acquired. Entries to a Cash Prize Drawing may be acquired by spending Finally XP through the in-App marketplace. The Finally XP cost per entry will be displayed in the App. Finally XP have no cash value and cannot be purchased for cash; they are earned through use of the App. [NTD: Quebec / Canadian gaming counsel should review the Cash Prize Drawing structure before launch. Cash prize drawings in which entry requires consideration (including consideration in the form of in-app currency that is itself acquired through paid behaviour) may be regulated by the Régie des alcools, des courses et des jeux du Québec and may be subject to the Criminal Code (Canada). A no-purchase-necessary alternative method of entry (“AMOE”) and a clear set of contest rules are typically required. The current draft does NOT include AMOE language; counsel should advise whether AMOE is required and, if so, the AMOE mechanism should be added to this Section 8.4 and to the Privacy Policy.]

Selection of Winners and Payment of Prizes. Winners will be selected at random from among all valid entries received before the closing date of the relevant Cash Prize Drawing. Winners may be required to (i) verify their identity and eligibility, (ii) sign a release confirming acceptance of the prize and these Terms, and (iii) provide such information as is reasonably required to facilitate payment of the prize. Prizes are non-transferable and have no cash equivalent other than as expressly stated. If a winner cannot be contacted, fails to verify eligibility, or declines the prize, Finally may, in its discretion, select an alternate winner or carry the prize forward to the next Cash Prize Drawing.

No Finally XP Cash Redemption. Finally XP may not be redeemed for cash. Cash Prize Drawing prizes paid in cash are paid as prizes for the relevant drawing and are not a redemption of Finally XP for cash.

For further detail about the specific modalities of any Cash Prize Drawing, please visit: [INSERT LINK DESCRIBING THE CASH PRIZE DRAWINGS AND POSTING OFFICIAL RULES]

9. INTELLECTUAL PROPERTY

9.1 Our Intellectual Property

Finally and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related to the App. The Finally logos and names are trademarks of Finally and Finally reserves its right to register its trademarks in certain jurisdictions at any time. All other product names, company names, marks, logos, and symbols on the App or connected to App Services may be the trademarks of their respective owners. Nothing in the Terms of Service grants you a right to use any Finally trademarks. All images, text, page headers, custom graphics and button icons are service marks, trademarks and/or trade dress of Finally. All Website and App design, text, graphics, the selection and arrangement thereof, are Copyright © Enhance Enterprise Inc. ALL RIGHTS RESERVED.

9.2 Your Intellectual Property

(i) Obligation and Indemnification

When you post User Content on the App or through the Services or provide Finally with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below.

You acknowledge and agree that the poster of User Content, and not Finally, is responsible for any User Content including any harms caused to you, another User, or a third party by such User Content.

You will indemnify, defend, and hold harmless Finally, our affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to or arising out of any User Content you post.

(ii) Your Rights & License to Finally and App Users

You retain all ownership rights in any User Content you post on Finally. To the extent permitted by applicable law, you also grant Finally and our successors and affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the App and Finally’s, our successors’ and affiliates’ businesses, including, without limitation, for promoting and redistributing part or all of the App (and derivative works thereof) in any media formats and through any media channels.

9.3 Third Party Intellectual Property

The App may contain links to third-party websites. The App may also contain applications that allow you to access third-party websites via our App. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the App does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the App is on an “as is” and “as available” basis without any warranty for any purpose.

9.4 Compliance with Intellectual Property Laws

When accessing the Finally App or obtaining Services on our App, you agree to obey the law and you agree to respect the intellectual property rights of others. Your use of the App and App Services is at all times governed by and subject to laws regarding copyright, trademark and other intellectual property ownership. You agree not to upload, download, display, perform, transmit or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit or that is provided or transmitted using your Account.

Finally reserves the right to immediately remove any content, article or materials that have infringed on the rights of Finally or of a third party or that violate intellectual property rights generally. Our policy is to remove such infringing content or materials and investigate such allegations immediately.

9.5 Infringement

If we find that any User has infringed the rights of the Company or of a third party, or otherwise violated any intellectual property laws, we may immediately suspend and/or terminate such User’s access to the App and any Services. The Company will act promptly upon receipt of proper notification of claimed copyright infringement to remove or disable access to the allegedly infringing content. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want the Company to delete, edit, or disable the material in question, please provide the Company with notice via email to [EMAIL].

If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your User Content, you may send a written notice containing the following information to the Company: (1) your physical or electronic signature; (2) identification of the User Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (3) a statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification of the User Content; and (4) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the Province of Quebec and District of Montreal, and a statement that you will accept service from the person who provided notification of the alleged infringement. If we receive such a notice, the Company may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

10. FEEDBACK

We welcome and encourage our users to provide feedback, comments, ideas and suggestions about the App, including, without limitation, how to make improvements to our App and Services (“Feedback”). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. You may submit Feedback by emailing us, through the Website, through the App or by other means of communication. By submitting any Feedback, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Finally under any fiduciary or other obligation, (b) your ideas do not contain the confidential or proprietary information of third parties. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you. You further acknowledge and agree that, by acceptance of your submission, Finally does not waive any rights to use similar or related ideas, including those known or developed by the Company or obtained from sources other than you.

11. TERM AND TERMINATION

11.1 Termination

Unless both you and Finally expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to [EMAIL], or by deactivating your Account through the in-App account-closure flow. In the event you properly terminate this Agreement, your right to use the App and Services will be revoked and your Account will be closed in accordance with this Section. If you have a Premium Subscription, the Premium features will remain available until the end of the billing period for which the Premium Subscription has already been paid. If you have any outstanding Penalty owed to Finally at the time of termination, that Penalty remains payable. If you attempt to terminate this Agreement while having Finally XP outstanding, you agree that you may lose all your outstanding Finally XP and that it is your obligation and responsibility to spend and apply any Finally XP toward any reward, offer, Cash Prize Drawing entry, or other Incentive prior to termination.

Without limiting our other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the App, deny your registration, or permanently revoke your access to the App and refuse to provide any or all Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; (iii) a payment method on file is declined and not promptly remedied; or (iv) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Finally or our affiliates; may be contrary to the interests of the App or the Finally community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the App under the same Account or a different Account or reregister under a new Account without Finally’s prior written consent. If you attempt to use the App under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available payment method to pay for any amounts owed by you to the extent permitted by applicable law.

11.2 Account Data

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the App and any closure of your Account may involve deletion of any content stored in your Account, for which Finally will have no liability whatsoever. The Company, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

11.3 Survival

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting intellectual property, indemnification, payment of fees and Penalties, reimbursement, and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Finally from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

12. APP STORE REQUIREMENTS

You acknowledge and agree that the availability of the App is dependent on the third party stores from which you download the application. The App is currently distributed through Google LLC’s (“Google”) Google Play store (“Google Play”), and may, in the future, be distributed through Apple Inc.’s (“Apple”) App Store (the “Apple App Store”).

Your use of the App is conditioned upon your compliance with the applicable terms and conditions of the third party store from which you download the App, including the Google Play Terms of Service and, where applicable, the Apple Media Services Terms and Conditions. To the extent such other terms and conditions are less restrictive than, or otherwise conflict with, these Terms of Service, the more restrictive or conflicting terms and conditions in these Terms of Service apply, except to the extent prohibited by the applicable third party store’s rules.

If and when the App becomes available through the Apple App Store, the additional Apple-specific terms set out in Attachment 1 to these Terms will apply to your use of the App and your licence to use the App will be conditioned upon your compliance with those terms. [NTD: Apple-specific terms (Attachment 1) to be added prior to iOS launch.]

Through our App, you may purchase (“In-App Purchase”) certain goods or features designed to enhance the performance of the Service. When you make an In-App Purchase, you are doing so through the applicable third party store’s in-app billing service and you are agreeing to its respective terms and conditions. Finally is not a party to any In-App Purchase. For clarity, the Penalty described in Section 8.2 is not an In-App Purchase and is charged directly to your payment method on file outside of any third party store’s in-app billing system.

[NTD: Confirm with Google whether charging the Penalty outside of Google Play Billing complies with the Google Play Payments Policy. The policy generally requires Google Play Billing for digital content, but services consumed primarily outside the app (which may include accountability/coaching services) may qualify for an exception. This should be confirmed before launch.]

13. GENERAL

13.1 Governing Law

These Terms will be interpreted in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict-of-law provisions. Any legal proceedings must be brought in the District of Montreal, Quebec unless we both agree to some other location. You and Finally both consent to venue and personal jurisdiction in Montreal, Quebec.

13.2 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

13.3 Non-Assignability

You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without our prior written consent. Finally may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

13.4 Waiver

Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

13.5 Entire Agreement

Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, the Terms of Service constitute the entire Agreement between Finally and the User pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Finally and you in relation to the access to and use of the App.

13.6 Modification and Waiver

Finally reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the App and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least 30 days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the App will be deemed to constitute acceptance of such revised Terms.

14. ACKNOWLEDGEMENT

BY USING THE FINALLY APP, APP SERVICES OR ACCESSING THE WEBSITE OR APPLICATIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.

15. INQUIRIES

BY USING OR ACCESSING THE WEBSITE OR APP, OR USING ANY SERVICES, YOU ACKNOWLEDGE AND ACCEPT THAT SUBMITTING YOUR TELEPHONE NUMBER OR EMAIL TO US VIA THE WEBSITE OR APP CONSTITUTES AN INQUIRY TO FINALLY, AND THAT WE MAY CONTACT YOU AT THE NUMBER OR EMAIL SUBMITTED EVEN IF SUCH NUMBER APPEARS IN ANY DO NOT CALL LISTS (TAKING INTO ACCOUNT INQUIRY EXCEPTION TIME FRAMES AS APPROPRIATE).

16. OUR DETAILS

This Website and our Services are owned and operated by Enhance Enterprise Inc., with our registered office at [ADDRESS].

You can contact us:

by post, to the postal address given above;
using our website or App contact form;
by telephone, on the contact number published on the App from time to time; or
by email, using the email address published on the App from time to time.