⚠️ DRAFT — requires review by a qualified attorney before launch. This document was prepared as a comprehensive starting point. The marketplace, creator-payout, coaching, AI, health-disclaimer, arbitration, and limitation-of-liability sections in particular should be confirmed by counsel for your final entity and markets, and the arbitration/class-waiver and consumer-law carve-outs must be checked against the laws of each jurisdiction you operate in.

Placeholders still to fill in (see llc-formation-plan.md): [EFFECTIVE DATE] (set at launch).

Shojin Terms of Service

Last updated: [EFFECTIVE DATE] Effective: [EFFECTIVE DATE]

These Terms of Service ("Terms") are a binding agreement between you and Shojin Fitness LLC ("Shojin," "we," "us," or "our") and govern your use of the Shojin mobile application (the "App"), the Shojin coach web portal (the "Portal"), and any related websites, features, content, and services (together, the "Services").

Please read these Terms carefully. Section 19 contains a binding arbitration agreement and a class-action waiver that affect how disputes between you and us are resolved.

By creating an account or using the Services, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.

1. Eligibility

You must be at least 16 years old to use the Services. By using the Services, you represent that you are 16 or older, that you can form a binding contract, and that you are not barred from using the Services under applicable law. If you use the Services on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

2. The Services

Shojin is a fitness and nutrition tracking platform. The Services let you, among other things:

log and track workouts, routines, foods, recipes, meal plans, weight, and steps;
sync activity data from Apple Health or Android Health Connect with your permission;
estimate nutrition from food photos using an AI feature (see Section 12);
create content and choose to keep it private or make it public;
buy and sell routines, workouts, and recipes in the Shojin marketplace (see Sections 7–9); and
if you are a coach, manage clients and billing through the Portal (see Section 10).

We may add, change, suspend, or discontinue any part of the Services at any time. Some features are available only on certain platforms or in certain regions.

3. Your account

You are responsible for the information you provide and for keeping your login credentials secure.
You are responsible for all activity under your account. Notify us promptly at support@shojinfitness.com if you suspect unauthorized use.
You may sign in with email/password or with a supported third-party provider (Google, Apple). Your use of those sign-in methods is also subject to the provider's terms.
One person may not maintain multiple accounts to evade limits, suspensions, or fees.

4. Acceptable use

You agree not to:

use the Services for any unlawful, harmful, or fraudulent purpose;
upload or publish content that is illegal, infringing, defamatory, obscene, harassing, hateful, or that promotes dangerous or disordered eating, unsafe weight loss, or self-harm;
impersonate any person or misrepresent your affiliation;
post nutrition, training, or other content you know to be false, unsafe, or misleading;
reverse engineer, decompile, scrape, or attempt to extract source code or bulk-export the database except as the law expressly permits;
interfere with, overload, or attempt to gain unauthorized access to the Services, other accounts, or our infrastructure;
use the Services to build a competing product or to train a machine-learning model on our data; or
circumvent in-app purchase, entitlement, fee, payout, or regional controls.

We may investigate and take action — including removing content, limiting features, or suspending or terminating accounts — for any violation.

5. Your content and licenses

"Your Content" means anything you create or submit through the Services — including custom workouts, routines, foods, recipes, meal plans, ratings, photos, feedback, and messages.

You keep ownership of Your Content.
You grant Shojin a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, and display Your Content as needed to operate and provide the Services (for example, to store your logs, run AI analysis you request, and display content you choose to make public or list for sale).
For content you publish publicly or list for sale, you additionally grant Shojin and other users a license to view, use, and (for purchased items) retain and use that content within the Services as permitted by your listing.
You represent that you have all rights necessary to grant these licenses and that Your Content does not infringe any third party's rights.
You are solely responsible for Your Content. We do not endorse it and are not liable for it.

This license ends for non-public content when you delete it or close your account, except for (a) copies retained for legal, backup, or security purposes, (b) content other users have already purchased, and (c) public content others have already relied on, as permitted by law.

6. Public and community content

When you make content public (e.g., a public recipe, workout, or routine), or list it for sale, other users can view it, rate it (1–5 stars), and react to it (like/dislike). Aggregate ratings and reaction counts may be displayed. You are responsible for ensuring public content is accurate and safe. We may remove public content that violates these Terms or that we reasonably believe is unsafe.

Community ratings and counts reflect user opinion, not Shojin's endorsement.

7. Marketplace — buying content

The marketplace lets you buy routines, workouts, and recipes ("Paid Content") created by other users ("Creators").

Payment is processed through your platform's in-app purchase system (Apple App Store / Google Play). When you buy Paid Content, Apple or Google handles the transaction and your payment method; we receive confirmation and limited transaction metadata, not your full payment details.
Ownership is tied to your Shojin account, not to a single purchase receipt. Once you buy an item, your access is recorded server-side and persists across your devices. Use Restore Purchases in Settings to re-sync access after reinstalling or signing in on a new device.
Access to Paid Content is a limited, personal, non-transferable, revocable license to use that content within the Services for your own fitness and nutrition use. You may not resell, redistribute, or publish purchased content.
Paid Content is provided by Creators. Shojin does not guarantee its accuracy, safety, suitability, or results.

7.1 Refunds

All refunds for in-app purchases are handled by Apple or Google under their respective policies — not by Shojin. We cannot grant or deny store refunds. If a purchase is refunded by the store, the corresponding access may be revoked.

7.2 Pricing

Prices are shown at the point of purchase and are set using the store's fixed price tiers. Taxes may apply and are handled by the store. We may change prices and available items at any time; changes do not affect content you already own.

8. Marketplace — selling content (Creators)

If you apply and are approved to sell content, the following additional terms apply.

8.1 Becoming a Creator

Selling requires an application and manual approval by Shojin, and completion of identity and payout onboarding (KYC) through our payments partner, Stripe (Stripe Connect). You must provide accurate identity, bank/ payout, and tax information.
Creator payouts are currently available to Creators in the United States, Canada, the United Kingdom, the European Union, and Australia. Availability may change.
We may decline, suspend, or revoke Creator status at our discretion, including for content, quality, legal, or risk reasons.

8.2 Your listings and content standards

Ownership and originality. You may publish publicly or list for sale only content that is your own original work or that you otherwise have all rights to publish and sell. You must not copy another person's workout, routine, recipe, or meal plan, and you must not use a third party's program name, brand, trademark, logo, photographs, or other protected material without authorization. When you make content public or list it for sale, you attest to this, and we may record that attestation.
You must not list content that infringes others' rights, that is unsafe, or that violates Section 4 or our Content Guidelines.
You are responsible for the accuracy, safety, and legality of what you publish or sell, and for honoring the description of each listing.
You grant buyers the license described in Section 7 for items they purchase, and you grant Shojin the rights needed to host, display, preview, sell, and deliver your listings.
We may remove listings, withhold or reverse payouts, or revoke Creator status for violations, chargebacks, fraud, or legal claims.

8.3 Fees and payouts

Shojin charges a platform fee of 10% of post-store-fee revenue on sales of Paid Content. In other words, the app store first takes its commission, and Shojin's 10% fee is calculated on what remains; the balance is paid out to you.
Payouts are made through Stripe to the account you onboard. Stripe's Connected Account Agreement and Services Agreement apply to payouts, and Stripe may impose its own requirements, holds, and verification.
You are responsible for all taxes on your earnings. We and our payments partner may collect tax information and issue tax forms where required.
We may set off against, hold, or recover amounts owed to us, and may withhold payouts pending investigation of fraud, chargebacks, refunds, or violations.

8.4 Relationship

Creators are independent and are not employees, agents, partners, or joint venturers of Shojin. You are solely responsible for your content and your tax and legal obligations.

9. Tips

Some content may be offered for free with the option to tip the Creator. Tips are processed as in-app purchases, are voluntary and non-refundable except as required by store policy or law, and are subject to the same platform fee and payout terms as Paid Content. A tip does not entitle you to anything beyond the free content already provided.

10. Coaching

The Portal lets approved coaches manage clients and deliver assigned routines and programming. If you use the Portal as a coach, the Coach Terms also apply to you and control over this section in case of conflict.

Coach ↔ client relationship. When you accept a coaching relationship, relevant training and progress information is shared between you and your coach to deliver coaching, as described in the Privacy Policy.
Coaching is a person-to-person service between the coach and the client. Coaches set their own fees and are solely responsible for the coaching they provide. Shojin provides the platform and billing tools, not the coaching.
Billing. Coaching is billed through the Portal using Stripe, not through in-app purchase. Coaching subscriptions renew and cancel according to the terms presented at checkout. Coaches and clients are responsible for their own payment, refund, and cancellation arrangements except where these Terms or law provide otherwise.
No professional advice. Coaches are independent providers. Shojin does not supervise, license, certify, or guarantee any coach, and is not responsible for a coach's advice, conduct, or results. See Section 13.

11. Payments and billing (general)

For in-app purchases, Apple or Google is the merchant of record and their terms govern the transaction, billing, and refunds.
For Portal/coaching payments, Stripe processes payments and the terms presented at checkout govern.
You authorize the applicable processor to charge your selected payment method for amounts you incur, including recurring charges where you subscribe.
You are responsible for keeping your payment information current. Failed payments may result in loss of access.

12. AI features

The App offers an AI food-logging feature that estimates foods, portions, and nutrition from photos you submit, using our AI provider (Anthropic).

AI outputs are estimates only and may be inaccurate or incomplete. They are not medical, dietary, or professional advice.
You are responsible for verifying any AI-generated values before relying on them.
Use of the feature is optional; you may log foods manually instead.
How your images are processed is described in the Privacy Policy.

13. Health and fitness disclaimer

Shojin is not a medical service and does not provide medical advice.

The Services, including logs, analytics, AI estimates, marketplace content, and coaching, are for general fitness and informational purposes only and are not a substitute for professional medical, nutritional, or psychological advice, diagnosis, or treatment.
Consult a qualified healthcare professional before starting any exercise, nutrition, or weight-management program, especially if you have or may have a medical condition, are pregnant, or have a history of disordered eating.
You assume all risk arising from your use of the Services and any workout, routine, recipe, meal plan, or coaching you follow. Stop and seek medical attention if you experience pain, dizziness, or other warning signs.
Health and activity data, including data synced from Apple Health or Health Connect, may be incomplete or inaccurate and should not be relied on for any medical purpose.

14. Third-party services

The Services rely on and link to third parties, including Apple, Google, RevenueCat, Stripe, Anthropic, Supabase, and Expo. Your use of those services is governed by their own terms and privacy policies. We are not responsible for third-party services, and their availability or changes may affect the Services.

15. Intellectual property

The Services — including software, design, text, graphics, logos, the "Shojin" name and marks, and all related intellectual property other than Your Content and Creator content — are owned by Shojin or our licensors and are protected by law. We grant you a limited, personal, non-exclusive, non-transferable, revocable license to use the Services for their intended purpose. You may not copy, modify, distribute, sell, or create derivative works from the Services except as expressly permitted.

15.1 Copyright complaints (DMCA)

We respect intellectual-property rights and expect users to do the same. We respond to notices of alleged copyright infringement under the U.S. Digital Millennium Copyright Act (DMCA) and similar laws.

If you believe content on the Services infringes your copyright, send a written notice to our designated copyright agent that includes:

your physical or electronic signature;
identification of the copyrighted work claimed to be infringed;
identification of the material that is claimed to be infringing and enough information for us to locate it (for example, the listing or content title);
your contact information (address, telephone, email);
a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; and
a statement, under penalty of perjury, that the information in your notice is accurate and that you are the owner or authorized to act on the owner's behalf.

Designated copyright agent: Copyright Agent, Shojin Fitness LLC 1500 N Grant St #11349 Denver, CO 80203, USA legal@shojinfitness.com

Registered with the U.S. Copyright Office DMCA Designated Agent Directory (registration no. DMCA-1079586).

You may also report infringing content from within the app. Upon a valid notice, we will remove or disable access to the material and notify the affected user.

15.2 Counter-notice and repeat infringers

If your content was removed and you believe it was a mistake or misidentification, you may submit a counter-notice to the agent above with the information required by the DMCA. We may restore the content unless the complaining party files a court action. We will, in appropriate circumstances, terminate the accounts of repeat infringers and revoke Creator status.

16. Feedback

If you send us feedback, feature requests, or suggestions, you grant Shojin a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or obligation to you.

17. Termination

You may stop using the Services at any time and may delete your account in Profile → Settings → Delete Account.
We may suspend or terminate your access, remove content, or revoke Creator status at any time if you violate these Terms, create risk or legal exposure, or if we discontinue the Services.
On termination, your right to use the Services ends. Sections that by their nature should survive — including 5, 8.3, 13, 15, 16, and 18–22 — survive termination.
Closing your account does not entitle you to a refund of any purchase except as required by store policy or law, and does not remove content other users have already purchased.

18. Disclaimers

THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage.

We do not warrant that the Services will be uninterrupted, secure, error-free, or accurate, that defects will be corrected, or that any content (including AI estimates, marketplace content, and coaching) is accurate, safe, or suitable for you. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

19. Binding arbitration and class-action waiver

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

To the fullest extent permitted by law, you and Shojin agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, on an individual basis, in Denver, Colorado (or another mutually agreed location, or remotely where the AAA rules allow), rather than in court, except that either party may bring an individual claim in small-claims court where eligible.

Class-action waiver. You and Shojin agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Opt-out. You may opt out of this arbitration agreement by emailing legal@shojinfitness.com within 30 days of first accepting these Terms, stating your name and intent to opt out.

This Section does not apply where prohibited by law, and nothing in it waives any non-waivable right you have under the consumer-protection laws of your jurisdiction.

20. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SHOJIN AND ITS OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, GOODWILL, OR FOR ANY PERSONAL INJURY OR HEALTH OUTCOME, ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (a) THE AMOUNTS YOU PAID US (NOT INCLUDING STORE OR PROCESSOR FEES) IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (b) USD $100.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you. Nothing in these Terms limits liability that cannot be limited by law.

21. Indemnification

You agree to indemnify and hold Shojin harmless from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of your use of the Services, Your Content, your listings or coaching, your violation of these Terms, or your violation of any law or third-party right.

22. Governing law

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules, except where mandatory consumer-protection laws of your place of residence apply. Subject to Section 19, the courts located in Colorado have exclusive jurisdiction over disputes not subject to arbitration.

23. Apple App Store additional terms

If you obtain the App through the Apple App Store, the following apply, and in case of conflict with the rest of these Terms, this Section controls only as to your App Store use:

These Terms are between you and Shojin, not Apple. Apple is not responsible for the App or its content.
Your license to use the App is a non-transferable license to use it on any Apple-branded device you own or control, as permitted by the App Store Usage Rules.
Apple has no obligation to provide maintenance or support for the App.
To the maximum extent permitted by law, Apple has no warranty obligation; any failure to conform to a warranty is Shojin's responsibility, subject to these Terms.
Apple is not responsible for product-liability claims, claims that the App fails to conform to legal requirements, or third-party intellectual-property claims relating to the App; those are Shojin's responsibility, subject to these Terms.
Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.
You represent that you are not located in a country subject to a U.S. embargo or designated as a "terrorist supporting" country, and that you are not on any U.S. prohibited-or-restricted-parties list.

24. Google Play additional terms

If you obtain the App through Google Play, your use is also subject to the Google Play Terms of Service and the developer's distribution terms. Google is not a party to these Terms and is not responsible for the App.

25. Changes to these Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date and, where appropriate, notify you in the App or by email. Your continued use of the Services after an update means you accept the revised Terms. Prior versions are tracked in CHANGELOG.md.

26. Miscellaneous

Entire agreement. These Terms and the documents they incorporate are the entire agreement between you and Shojin regarding the Services.
Severability. If any provision is unenforceable, the rest remains in effect.
No waiver. Our failure to enforce a provision is not a waiver.
Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.
Notices. We may provide notices through the Services or by email. Legal notices to us must be sent to 1500 N Grant St, Ste C, Denver, CO 80203, USA and legal@shojinfitness.com.

27. Contact us

Questions about these Terms:

Shojin Fitness LLC Attn: Legal 1500 N Grant St, Ste C Denver, CO 80203, USA legal@shojinfitness.com https://shojinfitness.com