Tenant Agreement

Introduction

This Tenant Agreement (the "Agreement") is a binding contract between Dojo, a business based at 6226 rue de Saint-Vallier, Montréal, Quebec, Canada ("Dojo", "we", "us", or "our"), and the independent professional who registers for an account on the Dojo platform (the "Tenant", "you", or "your").

By creating an account, by clicking "I agree" on the sign-up surface, or by otherwise accessing the platform, you accept this Agreement, our Privacy & Cookies Notice, and the Data Processing Agreement at the end of this document. If you do not accept, do not create an account.

1. Definitions

In this Agreement:

"Tenant"

— the independent professional who has registered for a Dojo account to manage and sell their training, coaching, or other group-session services.

"Buyer"

— an organization or individual who books a session through the Tenant's storefront on the Platform.

"Attendee"

— an individual who participates in a session, whether enrolled by a Buyer (B2B) or by themselves (B2C).

"Platform"

— the Dojo software-as-a-service application, its public APIs, and its websites at ondojo.io, app.ondojo.io, go.ondojo.io, and any successor domain.

"Services"

— the functionality made available through the Platform under the subscription tier you select.

"Tenant Content"

— programs, modules, descriptions, prices, images, schedules, cancellation policies, and any other material the Tenant uploads or configures.

"Buyer Data"

— personal information belonging to Buyers and Attendees that is processed through the Platform on the Tenant's behalf.

"Sub-processor"

— a third party that Dojo engages to process Buyer Data on the Tenant's behalf, as listed in the Privacy & Cookies Notice.

2. Account and subscription

You must be at least 18 years old and able to enter into a binding contract under the laws of the Province of Quebec. You agree to provide accurate information when you register, to keep it current, and to keep your password and any API credentials confidential.

Subscriptions are offered in tiers that may include a free tier and paid tiers. Paid-tier fees are billed in advance on a recurring monthly basis to the payment method you provide. If a payment fails, we may, after notice, downgrade your account to the free tier or restrict access until the balance is settled.

You may cancel your subscription at any time from your account settings. The cancellation takes effect at the end of the current billing period and is not retroactively refundable except where required by applicable consumer-protection law.

3. Payments

When you take Buyer payments through the Platform, those payments are processed by Stripe through Stripe Connect. As part of onboarding, you accept the Stripe Connected Account Agreement directly with Stripe. Stripe — not Dojo — is the payment processor for amounts charged to your Buyers, and you remain the merchant of record for each booking transaction. Refund processing, chargeback handling, payout timing, anti-money-laundering compliance, and merchant identity verification are governed by your direct relationship with Stripe.

Dojo may apply a percentage transaction fee or a periodic subscription fee depending on your tier. The fee schedule in effect is the one shown on our pricing page at the time of subscription or transaction.

4. Tenant Content and intellectual property

You retain all rights to your Tenant Content. You grant Dojo a worldwide, non-exclusive, royalty-free licence to host, store, transmit, display, format, and process your Tenant Content solely for the purpose of operating the Platform and providing the Services to you and your Buyers.

You represent that you have all rights necessary to grant this licence and that your Tenant Content does not infringe any third party's intellectual property or other rights, is not unlawful, and does not violate the Acceptable Use section below.

Dojo retains all rights to the Platform, the Services, the Dojo brand, the source code, and any analytics or aggregated data derived from operation of the Platform — provided that such derived data does not identify any individual Buyer, Attendee, or other natural person.

5. Acceptable use

You agree not to use the Platform to:

• transmit any unlawful, fraudulent, defamatory, harassing, infringing, or maliciously misleading content;
• offer or facilitate any activity prohibited by Canadian federal, Quebec provincial, or other applicable law;
• interfere with the Platform's security, integrity, or availability, including circumventing rate limits, reverse engineering, or scraping data not associated with your own account;
• impersonate Dojo or another Tenant, Buyer, or Attendee, or otherwise misrepresent your affiliation;
• send unsolicited commercial electronic messages outside the scope of Canada's Anti-Spam Legislation, or harvest contact information from the Platform;
• upload code or files intended to disrupt, damage, or gain unauthorized access to any system; or
• collect personal information from Attendees beyond what is necessary to deliver the booked services.

6. Suspension and termination

We may suspend or terminate your account, with or without notice, if you breach this Agreement or use the Platform in a way we reasonably believe poses a legal, security, or financial risk to Dojo, to other Tenants, or to Buyers and Attendees. Where the breach is curable, we will provide a reasonable opportunity to cure before terminating.

On termination of your account by either party:

• you will lose access to the Platform and the Services;
• we will, on your request made within 30 days of termination, export or return your Tenant Content and Buyer Data in a machine-readable format;
• we will retain server backups containing residual data for the duration of our standard backup-rotation cycle, after which the residual data is overwritten in the ordinary course; and
• the obligations in the sections on Tenant Content and intellectual property, Disclaimers and limitation of liability, Indemnification, Governing law and forum, and the surviving clauses of the DPA will continue to apply.

7. Disclaimers and limitation of liability

To the maximum extent permitted by applicable law and except as expressly stated in this Agreement, the Platform and the Services 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, accuracy, or non-infringement. We do not warrant that the Platform will be uninterrupted, error-free, secure, or free of harmful components.

To the maximum extent permitted by applicable law, our aggregate liability arising out of or related to this Agreement or your use of the Platform — whether in contract, tort (including negligence), strict liability, or any other theory — will not exceed the greater of (a) the fees you actually paid to Dojo under this Agreement during the 12 months preceding the event giving rise to the claim, or (b) CAD 100.

In no event will we be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, lost revenue, lost data, business interruption, or loss of goodwill, even if advised of the possibility of such damages. Nothing in this Agreement limits or excludes any liability that cannot lawfully be limited or excluded under applicable law, including liability for gross negligence, wilful misconduct, or fraud.

8. Indemnification

You will defend, indemnify, and hold harmless Dojo and our affiliates, officers, directors, employees, and contractors from and against any third-party claim, demand, loss, liability, judgment, settlement, fine, penalty, fee, cost, and expense (including reasonable lawyers' fees) arising out of or related to:

• your Tenant Content;
• your breach of this Agreement or violation of applicable law;
• the booking transaction between you and a Buyer or Attendee, including refund disputes, service-performance disputes, and chargebacks routed to your Stripe account;
• any tax obligation arising from amounts you collect through the Platform; and
• your use of the Platform in a manner not authorized by this Agreement.

We will promptly notify you of the claim, give you sole control of the defence and settlement (provided that any settlement does not impose any obligation on us without our prior written consent), and provide reasonable cooperation at your expense.

9. Governing law and forum

This Agreement is governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The parties agree that the courts of Montréal, Quebec have exclusive jurisdiction over any dispute arising out of or related to this Agreement, subject to any mandatory provisions of consumer-protection law that may apply.

If you have a dispute with us, we encourage you to contact us first at [email protected] so we can try to resolve it informally.

10. Notices and changes

Notices to you will be sent to the email address associated with your account. Notices to us must be sent to [email protected] and, where written notice is also required by law, to: Dojo, 6226 rue de Saint-Vallier, Montréal, Quebec, Canada.

We may revise this Agreement from time to time. We will post the revised version on the Platform with an updated "Last updated" date. Material changes will be notified to you by email at least 30 days before they take effect. Your continued use of the Platform after the effective date constitutes acceptance of the revised Agreement.

11. Data Processing Agreement

This Data Processing Agreement (the "DPA") forms part of the Tenant Agreement and applies to the extent that Dojo processes personal information belonging to Buyers and Attendees on the Tenant's behalf. It is entered into in accordance with Quebec Law 25 (An Act to modernize legislative provisions as regards the protection of personal information) §17, PIPEDA Schedule 1 Principle 4.1.3, and, where applicable, GDPR Article 28.