Gym Partner Agreement

This Gym Partner Agreement (the "Agreement") is entered into by and between FTNSS Inc., a Delaware corporation, located at 20115 Renfrew Rd, Detroit, MI, 48221 ("FTNSS", "we", "us", or "our"), and you, the Gym Partner ("Gym Partner", "you", or "your"). This Agreement sets forth the terms and conditions under which Gym Partner agrees to participate in the FTNSS marketplace.

1. Responsibilities of FTNSS

1.1 Listings

FTNSS will offer users limited-time passes (the "Passes") for your fitness facility (the "Facility") on the App.

1.2 Payment Processing

FTNSS will facilitate the payments for the Passes through third party payment processing partners (Stripe).

2. Responsibilities of the Gym Partner

2.1 Content and Listings

You are responsible for timely updating the App with accurate and up-to-date information about the Facility, including services, rates, hours of operation, and any other relevant details.

2.2 Service Quality

You agree to provide the same standard of service to users who purchase Passes through the App as you do to other users who purchase access to the Facility by any other means, including directly from you.

3. Revenue and Payments

3.1 Pricing

Gym Partner sets the rates for the Passes offered through the App. You set your "net rate"—the amount you want to receive. Customers pay the platform and processing fees on top of your rate, so you receive exactly what you set. These rates must be consistent with those offered directly by the Gym Partner to consumers or made available by the Gym Partner through other platforms.

3.2 Payment Schedule

Payments are processed via Stripe and transferred to your designated bank account on a weekly or monthly basis, as configured in your Stripe settings. Funds are held for a 10-day pending period to settle potential refund requests or disputes before being made available for payout.

3.3 Refund Policy

FTNSS customers may request refunds on unused passes within 24 hours of purchase. After this period, passes are non-refundable. The 10-day settlement period accounts for this refund window and any payment disputes.

4. Data Sharing

4.1

By opting to work with FTNSS, you agree to share certain data with FTNSS for platform operations. This data includes, but is not limited to:

• Contact information (including names, phone numbers, and email addresses)
• Membership information (including membership status, duration, and user feedback)
• Demographic information (including age, gender, and demographic)
• Behavioral data (including workouts, class attendance, and gym visit timing and frequency)
• Gym operations information (including capacity usage, membership rates and promotions, equipment condition, revenue generated through FTNSS)

4.2

You represent and warrant that you have obtained all necessary consents and authorizations for such data sharing and that the data shared follows all applicable laws and regulations, including data protection and privacy laws.

4.3

FTNSS agrees to use the shared data in accordance with its privacy policy and any applicable laws and regulations governing data protection.

5. Representations and Warranties

5.1

Each party warrants that it shall perform the services assigned to it:

• In accordance with the terms and subject to the conditions set out in this Agreement
• In compliance with all applicable legal and regulatory requirements
• Using personnel of commercially reasonable skill, experience, and qualifications
• In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services

5.2

EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. Indemnification

6.1

You shall indemnify, hold harmless, and defend FTNSS and its affiliates against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that are incurred by FTNSS arising out of any third-party claim alleging:

• Material breach or non-fulfillment of any representation or warranty set forth in this Agreement by you
• Any negligent or more culpable act or omission by you in connection with the performance of your obligations under this Agreement
• Any bodily injury to users or death of any person caused by your use of the FTNSS marketplace
• Any damage to gym property or equipment, or any misconduct, by users associated with your use of the FTNSS marketplace

6.2

Notwithstanding anything to the contrary in this Agreement, you are not obligated to indemnify FTNSS if the claim arises from FTNSS' gross negligence, willful misconduct, or bad faith failure to comply with its obligations.

7. Limitation of Liability

7.1 No Consequential or Indirect Damages

EXCEPT FOR LIABILITY FOR INDEMNIFICATION, BREACH OF CONFIDENTIALITY, OR INTELLECTUAL PROPERTY INFRINGEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, ARISING OUT OF THIS AGREEMENT.

7.2 Cap on Liability

FTNSS' liability under this Agreement is limited to the amount of fees retained by FTNSS from your sales in the twelve months preceding the act giving rise to the liability.

8. Relationship of the Parties

Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither party will have any right, power, or authority to act or create an obligation on behalf of the other party.

9. Confidentiality

9.1

Both parties agree to keep confidential all information that is not publicly available and is disclosed by one party to the other in connection with this Agreement ("Confidential Information"). Each party agrees to use the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential and proprietary information.

9.2

Confidential Information shall not include information that was known before receipt, becomes publicly available, is rightfully received from a third party, or is independently developed without use of Confidential Information.

9.3

The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of three years.

10. Term and Termination

10.1 Term

This Agreement will commence on the date you create your FTNSS Partner account and will continue until terminated by either party.

10.2 Termination

Either party may terminate this Agreement for any reason by providing 30 days' written notice. FTNSS may terminate immediately for cause, including material breaches of this Agreement.

10.3 Default Termination

Either party may terminate if the other party materially breaches and does not cure within 30 days of written notice, becomes insolvent, or is subject to bankruptcy proceedings.

11. Premium Features (Optional)

FTNSS offers an optional paid tier called FTNSS Premiere for $599 USD/year. This tier unlocks:

• Advanced integrations
• Advanced organizational analytics
• Enhanced financial analytics and reporting

Premiere is paid at the organization level and applies to all locations under that organization. For example, if your organization includes 10 locations, you only pay once and all 10 locations receive Premiere benefits.

12. Organizations and Currencies

Each FTNSS organization is tied to a single country and currency. If you operate gyms in multiple countries (e.g., USA and Canada), you will need separate organizations—one for USD transactions and one for CAD transactions. You can manage multiple organizations using a single login.

13. Assignment

Neither party shall assign any rights or delegate obligations under this Agreement without prior written consent. Any purported assignment in violation of this section shall be null and void.

14. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware.

15. Miscellaneous

15.1 Entire Agreement

This Agreement represents the entire agreement between the parties and supersedes any previous written or oral agreement. It cannot be changed except by written agreement signed by the parties.

15.2 No Waiver

If either party fails to require the other to perform any term, that failure does not prevent later enforcement. Waiver of one breach is not treated as waiving later breaches.

15.3 Notices

All notices must be in writing and sent to the email address on file.

15.4 Severability

If any provision is found invalid, the remaining provisions remain in full force and effect.