Independent Contractor Agreement: Personal Trainer

Version 1.0, Effective date: July 26, 2026 | Governing law: State of Ohio, United States

This document is a draft prepared for legal review. OffTorque LLC should have this reviewed by a licensed Ohio attorney before relying on it for business operations.

This Independent Contractor Agreement ("Agreement") is entered into between OffTorque LLC, an Ohio limited liability company ("OffTorque," "Company," "we"), and the individual personal trainer / gym coach accepting this Agreement through the OffTorque platform ("Contractor," "you").

1. Independent Contractor Relationship

You are an independent contractor, not an employee, agent, joint venture partner, or franchisee of OffTorque. Nothing in this Agreement creates an employment relationship. OffTorque does not control the manner or means by which you perform personal training or gym coaching services. You have the right to perform services for other parties while using the OffTorque platform, subject to the non-solicitation obligation in Section 7.

2. Services

You agree to use the OffTorque platform to connect with customers seeking in-home or on-location personal training and gym coaching services. You are solely responsible for:

The quality, safety, and completion of all training sessions and programs you deliver
Assessing each client's fitness readiness before beginning a session or program; you are not providing medical advice, and you must refer clients to a licensed medical professional for any medical evaluation, diagnosis, or clearance
Complying with all applicable federal, state, and local laws, licensing requirements, and safety regulations
Maintaining any required certification permitted for your service area
Carrying adequate professional and general liability insurance at your own expense

3. Tools, Equipment & Vehicle

You supply and are responsible for all fitness equipment, training aids, and your own vehicle used in connection with services. OffTorque provides no tools, equipment, or materials.

4. Platform Fee & Payments

Customer payments are processed through Stripe on the OffTorque platform. OffTorque retains a platform fee (currently 10%, subject to change with 30 days' notice) on each transaction. The remainder is transferred to your connected Stripe Express account. You acknowledge and agree to Stripe's terms of service in connection with payment processing.

5. Taxes

You are solely responsible for all federal, state, and local taxes arising from amounts earned through the OffTorque platform, including self-employment tax. OffTorque will not withhold taxes on your behalf. If required by law, OffTorque may issue a Form 1099-NEC or 1099-K.

6. Insurance

You are responsible for obtaining and maintaining at your own expense:

General liability insurance covering your personal training services (minimum $1,000,000 per occurrence recommended)
Professional / fitness-instructor liability insurance covering injury to a client that may occur during a training session
Commercial auto insurance for your service vehicle, if applicable
Any workers' compensation coverage required by Ohio law if you employ others

You are solely responsible for holding and keeping current a recognized personal-training certification (such as NASM, ACE, ACSM, or another NCCA-accredited equivalent). OffTorque does not issue, verify the content of, or guarantee the validity of any certification; you must be prepared to produce proof of current certification upon request.

7. Non-Solicitation

You agree not to directly solicit or accept payment from customers you first connected with through the OffTorque platform outside of the OffTorque platform for a period of 12 months following the last transaction with that customer through OffTorque. Violation of this section may result in immediate account termination and liability for damages.

8. Confidentiality

You agree to keep confidential any non-public information about OffTorque's business, technology, customers, or operations that you access through your use of the platform.

9. Representations & Warranties

You represent and warrant that:

You are at least 18 years old
You have the legal right to work in the United States
All information you provide to OffTorque is accurate and complete
You hold all required certifications to perform the personal training services you offer
You will perform all services in a professional and workmanlike manner and in compliance with applicable safety standards

10. Term & Termination

This Agreement begins upon your digital acceptance and continues until terminated. Either party may terminate this Agreement at any time, with or without cause, by providing written notice. OffTorque may immediately suspend or terminate your account for violations of this Agreement or the OffTorque Terms of Service.

11. Limitation of Liability

To the fullest extent permitted by law, OffTorque's liability to you arising out of or related to this Agreement shall not exceed the total platform fees paid to OffTorque in the 90 days preceding the claim. OffTorque shall not be liable for any indirect, incidental, special, punitive, or consequential damages.

12. Indemnification

You agree to indemnify, defend, and hold harmless OffTorque LLC and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) your performance of services; (b) your violation of this Agreement; (c) your violation of any applicable law or licensing requirement; or (d) any claim that your work caused property damage or personal injury.

13. Dispute Resolution

Any dispute arising from this Agreement shall be resolved by binding arbitration administered under the American Arbitration Association Commercial Arbitration Rules, seated in Ohio. You waive any right to a jury trial or class action proceeding. Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction.

14. Governing Law

This Agreement is governed by the laws of the State of Ohio, without regard to conflict of law principles.

15. Entire Agreement

This Agreement, together with the OffTorque Terms of Service and Privacy Policy, constitutes the entire agreement between you and OffTorque regarding your use of the platform as a personal trainer. If any provision is found unenforceable, the remaining provisions remain in full force.

16. Amendments

OffTorque may update this Agreement at any time. We will notify you via the app or email at least 30 days before material changes take effect. Continued use of the platform after that date constitutes acceptance of the updated Agreement.

Digital Acceptance: By checking the acknowledgment box and typing your legal name in the OffTorque app, you confirm that you have read, understood, and agree to this Independent Contractor Agreement. The timestamp of your acceptance is recorded in OffTorque's system.