Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Clinic", "you", or "your") and Threshold Performance Labs ("TPL", "we", "us", or "our"), governing your access to and use of the Threshold Performance Labs software platform, web application, and associated services (collectively, the "Service").

By registering for an account, clicking "Get Started", or otherwise accessing or using the Service, you confirm that:

• You are at least 18 years of age;
• You have the legal authority to enter into this agreement on behalf of your clinic or organisation;
• You have read, understood, and agree to be bound by these Terms and our Privacy Policy; and
• Your use of the Service complies with all applicable laws and regulations in your jurisdiction.

2. Definitions

• "Clinic" means the performance lab, sports science facility, coaching business, or individual practitioner that has registered for and operates an account on the Service.
• "Athlete" means any individual whose test data is entered into the Service by or on behalf of a Clinic.
• "Test Data" means lactate values, heart rate readings, speed or power outputs, VO₂max measurements, resting metabolic rate results, and any other physiological data entered into the Service.
• "Report" means any output generated by the Service from Test Data, including lactate curve charts, threshold calculations, training zones, race time predictions, and metabolic assessments.
• "Account" means the registered clinic profile and associated credentials used to access the Service.
• "Authorised Users" means the owner, staff members, and viewers added to a Clinic's Account under a permitted plan.
• "Subscription" means a recurring paid plan granting access to the Service for a defined period.
• "Content" means all data, text, images, branding, and materials submitted to or generated by the Service.

3. The Service

3.1 Description

Threshold Performance Labs is a software-as-a-service ("SaaS") platform that enables performance clinics and practitioners to record physiological test data, generate automated analytical reports, and deliver those reports to athletes via email. The Service currently supports lactate threshold testing, VO₂max assessments, and resting metabolic rate (RMR) evaluations.

3.2 Availability

We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week. However, we do not guarantee uninterrupted availability. The Service may be temporarily unavailable for scheduled maintenance, emergency maintenance, or reasons outside our reasonable control. We will endeavour to provide advance notice of planned downtime where practicable.

3.3 Modifications

We reserve the right to modify, enhance, or discontinue any feature or aspect of the Service at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service or any part thereof.

3.4 Beta Features

We may offer certain features or functionality on a beta or preview basis. Such features are provided "as is" without warranty of any kind and may be modified or discontinued at any time without notice.

4. Accounts & Access

4.1 Registration

To use the Service, you must register for an Account by providing accurate, current, and complete information. You agree to keep this information up to date. We reserve the right to suspend or terminate any Account where registration information is found to be inaccurate, false, or outdated.

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You must notify us immediately at jim@thresholdperformancelabs.com if you suspect any unauthorised access to or use of your Account. We will not be liable for any loss or damage arising from your failure to maintain the security of your Account.

4.3 Authorised Users

You may invite Authorised Users to access your Account in accordance with the permissions and seat limits of your plan. You are responsible for ensuring that all Authorised Users comply with these Terms. Any act or omission by an Authorised User in connection with the Service shall be deemed an act or omission by you.

4.4 One Account Per Clinic

Each Account is for the sole use of the Clinic registered at sign-up. You may not share your Account with, or transfer it to, any other clinic or organisation without our prior written consent.

5. Billing & Payment

5.1 Plans and Fees

Access to the Service is provided on a pay-per-report basis or via a monthly Subscription, as described on our Pricing page. All fees are stated in United States Dollars (USD) and are exclusive of any applicable taxes, levies, or duties, which remain your sole responsibility.

5.2 Pay-Per-Report

Under the pay-per-report model, a fee is charged each time a completed test session Report is generated and delivered. A "Report" is defined as one completed test session for one Athlete, regardless of the number of charts, zones, or data points included in that Report. Fees for Reports generated are non-refundable once the Report has been delivered.

5.3 Subscriptions

Subscriptions are billed in advance on a monthly basis. Your Subscription will automatically renew at the end of each billing period unless you cancel it before the renewal date. You authorise us to charge your nominated payment method for all applicable fees on each renewal date.

5.4 Price Changes

We reserve the right to change our fees at any time. We will provide at least 30 days' written notice of any price increase to existing Subscribers before the change takes effect. Continued use of the Service after a price change takes effect constitutes your acceptance of the new fees.

5.5 Non-Payment

If any fee remains unpaid for more than 14 days after its due date, we reserve the right to suspend or terminate your access to the Service. You remain liable for all amounts owed to us, including any costs we incur in recovering unpaid amounts.

5.6 Refunds

All fees paid to TPL are non-refundable except where required by applicable law or as expressly stated in these Terms. In the event of accidental duplicate billing or a demonstrable Service outage directly preventing Report generation, we may at our sole discretion issue a credit or refund.

5.7 Taxes

You are responsible for determining and paying all taxes, levies, duties, and similar charges applicable to your use of the Service in your jurisdiction. Where we are required by law to collect or remit taxes, we will add them to your invoice.

6. Acceptable Use

6.1 Permitted Use

You may use the Service solely for your internal business purposes as a performance clinic or practitioner in accordance with these Terms.

6.2 Prohibited Conduct

You must not, and must not permit any Authorised User or third party to:

• Use the Service for any unlawful purpose or in violation of any applicable laws or regulations;
• Enter Test Data for any individual without their prior informed consent;
• Use the Service to transmit, distribute, or store material that is defamatory, obscene, offensive, harmful, or otherwise objectionable;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service;
• Resell, sublicense, rent, lease, transfer, or otherwise make the Service available to any third party on a commercial basis;
• Attempt to gain unauthorised access to any part of the Service, its servers, databases, or any system connected to the Service;
• Use automated tools, bots, scrapers, or scripts to access or extract data from the Service without our prior written consent;
• Introduce viruses, malware, or any other malicious or harmful code into the Service;
• Interfere with or disrupt the integrity or performance of the Service or any third-party systems connected to it;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Use the Service to compete with TPL or to develop a competing product or service; or
• Remove, alter, or obscure any proprietary notices, branding, or watermarks within the Service or generated Reports.

6.3 Athlete Consent

You represent and warrant that you have obtained all necessary consents and permissions from each Athlete whose Test Data you enter into the Service, including consent to the collection, processing, storage, and transmission of their personal and physiological data, and consent to receive Reports via email. You are solely responsible for compliance with any applicable consent requirements under data protection laws in your jurisdiction.

7. Health & Medical Disclaimer

7.1 Not Medical Advice

All Reports, threshold calculations, training zones, race time predictions, metabolic assessments, and any other outputs generated by the Service are provided for informational and educational purposes only. They do not constitute medical advice, medical diagnosis, clinical assessments, or recommendations for medical treatment. No output from the Service should be relied upon as a substitute for professional medical judgment.

7.2 Professional Responsibility

You acknowledge that you are a qualified exercise science or health professional and that all outputs generated by the Service must be interpreted, validated, and applied using your own professional judgment. TPL does not assume any responsibility for how Test Data is collected, how Reports are interpreted, or how the recommendations within any Report are applied in practice.

7.3 Athlete Risk

You are solely responsible for ensuring that any training recommendations, pacing strategies, or physiological assessments derived from Reports are appropriate for each individual Athlete, taking into account their health status, medical history, fitness level, and any contraindications. You must not provide any Athlete with recommendations that exceed their safe capacity to exercise.

7.4 Accuracy of Inputs

The accuracy of all Reports is dependent on the accuracy of the Test Data you enter. TPL does not verify, validate, or audit any Test Data submitted to the Service. We make no representation that outputs generated from inaccurate, incomplete, or erroneous data will be correct, and we will not be liable for any harm resulting from reliance on Reports based on such data.

7.5 Algorithm Limitations

The threshold detection algorithms, metabolic calculations, and race time predictors used by the Service are based on established physiological models and published research. These models are generalisations and may not accurately reflect the physiological characteristics of every individual Athlete. You acknowledge these limitations and accept full responsibility for any clinical or coaching decisions made on the basis of Service outputs.

8. Data & Privacy

8.1 Ownership of Clinic Data

As between you and TPL, you retain ownership of all Test Data and Clinic Content you submit to the Service. By submitting data to the Service, you grant TPL a limited, non-exclusive, royalty-free licence to store, process, and transmit your data solely for the purpose of providing the Service to you.

8.2 Our Use of Data

We will not sell, share, or disclose your Test Data or Athlete data to any third party except as necessary to deliver the Service (including email delivery services), as required by law or legal process, or as expressly authorised by you in writing. We may use aggregated, de-identified, and anonymised data for the purposes of improving the Service, provided such data cannot reasonably be used to identify any individual Athlete or Clinic.

8.3 Data Processing

To the extent that your use of the Service involves the processing of personal data subject to applicable data protection laws (including but not limited to Singapore's Personal Data Protection Act 2012 ("PDPA") and, where applicable, the European Union General Data Protection Regulation ("GDPR")), you are the data controller and TPL acts as a data processor on your behalf. You are solely responsible for ensuring you have a lawful basis for processing Athlete personal data and for providing appropriate privacy notices to Athletes.

8.4 Data Security

We implement commercially reasonable technical and organisational security measures to protect data stored on the Service against unauthorised access, loss, or destruction. However, no system is completely secure, and we cannot guarantee the absolute security of your data. You are responsible for maintaining appropriate security on your end, including the security of your Account credentials and any devices used to access the Service.

8.5 Data Retention and Deletion

We will retain your data for as long as your Account remains active or as necessary to provide the Service. Upon termination of your Account, you may request deletion of your data by contacting us at jim@thresholdperformancelabs.com. We will delete your data within 30 days of such a request, except where we are required to retain it by applicable law.

8.6 Privacy Policy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our data practices.

8.7 Athlete Email Delivery

The Service includes functionality to automatically deliver Reports to Athletes via email using the email address you provide. You warrant that each email address submitted belongs to the relevant Athlete, that the Athlete has consented to receive electronic communications from you, and that the sending of such communications complies with all applicable anti-spam and electronic communications laws in your jurisdiction. TPL is not responsible for the accuracy of email addresses you provide or for any failure of email delivery.

9. Intellectual Property

9.1 Our Intellectual Property

The Service, including all software, algorithms, code, designs, interfaces, documentation, branding, and Report templates, is and remains the exclusive property of TPL and its licensors. Nothing in these Terms grants you any ownership interest in the Service or any part of it. All rights not expressly granted to you are reserved by TPL.

9.2 Your Intellectual Property

You retain all rights in your Clinic's branding, logos, and content that you upload to the Service for the purpose of personalising Reports. You grant TPL a limited licence to use such materials solely to render and deliver branded Reports on your behalf.

9.3 Feedback

If you provide us with any suggestions, feedback, or ideas regarding the Service, you assign to us all intellectual property rights in such feedback, and we may use it without restriction or compensation to you.

9.4 No Reverse Engineering

You may not reverse engineer, decompile, or otherwise attempt to extract the source code, algorithms, or trade secrets embedded in the Service. The threshold detection models, metabolic calculation methods, and analytical algorithms within the Service constitute proprietary trade secrets of TPL.

10. Confidentiality

Each party may receive or have access to confidential or proprietary information of the other party in connection with these Terms ("Confidential Information"). Each party agrees to: (a) keep the other party's Confidential Information strictly confidential; (b) not disclose Confidential Information to any third party without the other party's prior written consent; and (c) use Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms.

This obligation does not apply to information that: (i) is or becomes publicly known through no breach of these Terms; (ii) was already known to the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without use of the Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice where legally permissible.

11. Warranties & Disclaimers

11.1 Your Warranties

You represent and warrant that: (a) you have the legal right and authority to enter into these Terms; (b) your use of the Service will comply with all applicable laws and regulations; (c) all information you provide to us is accurate and not misleading; and (d) you have obtained all necessary consents to submit Athlete data to the Service.

11.2 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TPL EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS; AND (C) WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY REPORT OR OUTPUT GENERATED BY THE SERVICE.

Some jurisdictions do not allow the exclusion of implied warranties. In such jurisdictions, our liability will be limited to the minimum extent required by applicable law.

12. Limitation of Liability

12.1 Exclusion of Consequential Loss

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TPL, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER LOSS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF TPL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TPL'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO TPL IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100).

12.3 Essential Basis

You acknowledge that TPL has set its fees and entered into these Terms in reliance upon the limitations of liability set out herein, and that these limitations form an essential basis of the bargain between the parties.

12.4 Athlete Claims

TPL shall have no liability whatsoever to any Athlete arising from or related to any Report, training recommendation, or other output generated by the Service. The Clinic is solely responsible for all communications with and obligations owed to its Athletes.

13. Indemnification

You agree to indemnify, defend, and hold harmless TPL and its directors, officers, employees, agents, and licensors from and against any and all claims, actions, damages, losses, costs, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use or misuse of the Service;
• Your breach of any provision of these Terms;
• Any claim by an Athlete or third party arising from a Report generated on your behalf or from your use of the Service;
• Your violation of any applicable law or regulation;
• Your failure to obtain proper consents from Athletes;
• Any inaccurate, erroneous, or incomplete Test Data submitted by you; or
• Any negligence or wilful misconduct by you or your Authorised Users.

TPL reserves the right, at your expense, to assume exclusive control of the defence of any matter for which you are required to indemnify us. You agree to cooperate with our defence of such claims. We will notify you of any such claim, action, or proceeding promptly upon becoming aware of it.

14. Termination

14.1 Termination by You

You may terminate your Account at any time by contacting us at jim@thresholdperformancelabs.com. Termination will take effect at the end of your current billing period. You will not receive a refund of any prepaid Subscription fees.

14.2 Termination by Us

We may suspend or terminate your Account and access to the Service immediately and without notice if:

• You breach any material provision of these Terms and, if the breach is remediable, fail to remedy it within 14 days of written notice from us;
• You engage in conduct that, in our sole judgment, is harmful to other users, third parties, or the integrity of the Service;
• You fail to pay any fees when due;
• You become insolvent, enter administration, or cease to carry on business; or
• We are required to do so by applicable law or a regulatory authority.

14.3 Effect of Termination

Upon termination, your right to access and use the Service ceases immediately. Clauses that by their nature should survive termination — including Sections 7, 9, 10, 11, 12, 13, and 15 — shall survive. We will retain your data for 30 days following termination to allow you to request an export, after which it may be permanently deleted.

15. Governing Law & Disputes

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law provisions.

15.2 Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or in connection with these Terms or your use of the Service, the parties shall first attempt to resolve the matter through good-faith negotiation. Either party may initiate this process by providing written notice to the other party describing the dispute in reasonable detail.

15.3 Arbitration

If a dispute is not resolved through negotiation within 30 days of written notice, it shall be referred to and finally resolved by binding arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC"), which rules are deemed incorporated by reference. The seat of arbitration shall be Singapore. The language of arbitration shall be English. The arbitral award shall be final and binding on the parties.

15.4 Injunctive Relief

Notwithstanding the above, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm, including in relation to a breach of confidentiality or intellectual property obligations.

16. Changes to These Terms

We may update these Terms from time to time to reflect changes in the Service, applicable law, or our business practices. When we make material changes, we will notify you by email to the address associated with your Account or by displaying a prominent notice within the Service, at least 14 days before the changes take effect.

Your continued use of the Service after the effective date of any updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service and terminate your Account before the effective date.

17. General Provisions & Contact

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any Order Form or Subscription confirmation, constitute the entire agreement between you and TPL with respect to the Service and supersede all prior agreements, representations, and understandings.

17.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

17.3 Waiver

No failure or delay by TPL in exercising any right under these Terms shall operate as a waiver of that right. Any waiver must be in writing and signed by an authorised representative of TPL.

17.4 Assignment

You may not assign or transfer these Terms or any of your rights or obligations hereunder without our prior written consent. We may freely assign these Terms, including in connection with a merger, acquisition, or sale of assets, provided we give you notice of such assignment. Any purported assignment in breach of this provision shall be void.

17.5 Force Majeure

TPL will not be liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government action, internet or telecommunications outages, or third-party service failures.

17.6 No Partnership

Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between you and TPL. You do not have authority to make any representations or commitments on TPL's behalf.

17.7 Contact Us

If you have any questions about these Terms, please contact us at:

Threshold Performance Labs
Email: jim@thresholdperformancelabs.com
Singapore