Platform Agreement

Effective date: March 25, 2026

Between: Bodyslay and [STUDIO NAME]

1. DEFINITIONS

"Platform" means the hosted web application, mobile applications, and associated backend infrastructure operated by Bodyslay for [STUDIO NAME]'s studio.

"Qualifying Volume" means gross transaction volume processed through Slaypay in connection with the Platform, including without limitation: online and in-app bookings and purchases; in-person card-present and contactless payments taken through the Platform's point-of-sale or other Slaypay-enabled checkout; and related retail or studio sales run through Slaypay. Cash and other payments not processed through Slaypay are excluded. Bodyslay does not process cash and does not collect a Platform Fee on cash. Volume processed outside the Platform or outside Slaypay is excluded unless otherwise agreed in writing.

"Platform Fee" means the fee Bodyslay earns on Qualifying Volume, currently 4.5% of Qualifying Volume on card transactions (ACH is subject to a separate application fee), collected as part of transaction settlement through Slaypay. The Platform Fee funds platform access, hosting, maintenance, support, and included features as described on bodyslay.com and in this Agreement.

"Client Data" means member and studio operational data generated through [STUDIO NAME]'s use of the Platform.

"Retained IP" means the Bodyslay trademark, logos, brand assets, software (including source code), and proprietary AI prompt architecture developed and owned by Bodyslay.

2. LICENSE AND INTELLECTUAL PROPERTY

2.1 Subject to this Agreement and payment of the Platform Fee, Bodyslay grants [STUDIO NAME] a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely to operate [STUDIO NAME]'s own fitness studio business.

2.2 Bodyslay retains all right, title, and interest in and to the Platform and Retained IP. No ownership of the Platform, software, or source code is transferred to [STUDIO NAME]. Nothing in this Agreement constitutes a sale of software or an assignment of copyright in the Platform.

2.3 [STUDIO NAME] may not: (a) resell, sublicense, or distribute the Platform as a software product to third parties; (b) use the Platform to operate a software-as-a-service business for others; (c) reverse engineer, decompile, or attempt to extract source code except to the limited extent permitted by applicable law; (d) represent itself as a Bodyslay reseller or authorized distributor; or (e) use the Bodyslay name, trademark, or brand assets in any commercial context without Bodyslay's prior written consent.

2.4 Bodyslay retains sole ownership of all Retained IP. Nothing in this Agreement transfers any rights to the Bodyslay trademark, brand assets, or proprietary AI prompt architecture to [STUDIO NAME].

2.5 Upon termination of this Agreement or Support Services, the license granted in Section 2.1 ends and [STUDIO NAME] must cease use of the Platform except as reasonably necessary to export Client Data during any transition period described in Section 4.

3. PERMITTED AND PROHIBITED USE

3.1 [STUDIO NAME] may use the Platform solely for operation of [STUDIO NAME]'s own fitness studio business.

3.2 [STUDIO NAME] is responsible for all activity under [STUDIO NAME]'s accounts and for compliance with applicable laws.

4. SUPPORT SERVICES

4.1 In consideration of the Platform Fee, Bodyslay will provide: (a) hosting and operation of the Platform; (b) bug fixes and maintenance; (c) periodic feature releases as published; and (d) reasonable support for support requests.

4.2 Support Services are provided on a month-to-month basis with no minimum term. [STUDIO NAME] may cancel Support Services at any time with 30 days written notice.

4.3 Upon cancellation, [STUDIO NAME]'s access to the hosted Platform may end after a reasonable transition period. Bodyslay will provide reasonable assistance to export Client Data for a period of 14 days following cancellation, subject to technical feasibility and security requirements.

4.4 Rate lock. The Platform Fee rate in effect when [STUDIO NAME] begins processing Qualifying Volume through the Platform shall remain [STUDIO NAME]'s rate for so long as this Agreement is in good standing and Support Services remain active and continuous, except where adjustment is required by law, payment processor rules, or material breach. Bodyslay may publish different rates for future clients; preferential rates for existing clients are forfeited after a lapse in Support Services of 30 days or more, unless Bodyslay agrees otherwise in writing.

4.5 Bodyslay reserves the right to modify Support Service inclusions or Platform Fee rates for new clients with reasonable notice as published on bodyslay.com.

5. AI FEATURES

5.1 AI feature releases included with the Platform are provided as described on bodyslay.com from time to time.

5.2 Bodyslay reserves the right to modify, improve, replace, or discontinue individual AI features. Features activated by [STUDIO NAME] remain active until [STUDIO NAME] deactivates them or Bodyslay provides written notice of discontinuation.

5.3 All AI-generated insights, recommendations, and outputs are advisory in nature. [STUDIO NAME] acknowledges that AI outputs may contain errors and agrees that all business decisions remain [STUDIO NAME]'s sole responsibility. Bodyslay makes no warranty as to the accuracy, completeness, or fitness for purpose of any AI output.

6. DATA

6.1 Client Data is the property of [STUDIO NAME]. Bodyslay hosts Client Data on infrastructure designated for [STUDIO NAME]'s studio as part of the Platform.

6.2 Bodyslay will not sell, share, license, or otherwise monetize Client Data for any purpose unrelated to providing the Platform.

6.3 Bodyslay may access Client Data solely for the purpose of providing Support Services and only to the minimum extent necessary.

6.4 [STUDIO NAME] is solely responsible for compliance with applicable privacy laws including but not limited to CCPA, and for maintaining a privacy policy and terms of service governing [STUDIO NAME]'s relationship with its own members.

7. PAYMENT TERMS

7.1 The Platform Fee is collected through Slaypay as part of settlement on Qualifying Volume. There is no separate monthly software fee unless Bodyslay and [STUDIO NAME] agree otherwise in a signed writing.

7.2 [STUDIO NAME] is responsible for all taxes associated with [STUDIO NAME]'s studio operations other than taxes on Bodyslay's net income.

7.3 Failure to maintain a valid Slaypay connection, a lapsed or disconnected Slaypay account, or repeated chargebacks or fraud indicators may result in suspension of the Platform after reasonable notice when practicable.

7.4 ACH transactions are subject to a 1.25% application fee, separate from the standard 4.5% Platform Fee on card transactions.

7.5 Standard payouts follow the schedule published on bodyslay.com. Instant or expedited payouts carry an additional 1% fee collected at the time of payout. Availability is subject to payment processor requirements and is not guaranteed.

8. IF BODYSLAY CEASES OPERATIONS

8.1 If Bodyslay ceases operations, Bodyslay will use commercially reasonable efforts to facilitate export of Client Data and transition assistance so [STUDIO NAME] can migrate to another solution, subject to circumstances and third-party dependencies.

8.2 Bodyslay will provide no less than 60 days written notice of cessation of operations where circumstances permit.

9. WARRANTIES AND DISCLAIMERS

9.1 Bodyslay warrants that: (a) it has the right to enter into this Agreement; and (b) Support Services will be performed in a professional and workmanlike manner.

9.2 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, BODYSLAY PROVIDES THE PLATFORM AND SUPPORT SERVICES "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED OPERATION.

9.3 Bodyslay is not responsible for outages or failures of third-party services including Slaypay, hosting providers, Apple App Store, or Google Play.

10. LIMITATION OF LIABILITY

10.1 Bodyslay's total liability to [STUDIO NAME] for any claim arising under this Agreement shall not exceed the total Platform Fees paid by [STUDIO NAME] in the 12 months preceding the claim.

10.2 In no event shall Bodyslay be liable for indirect, incidental, consequential, or punitive damages, including lost revenue, lost profits, member churn, or business interruption, regardless of whether Bodyslay has been advised of the possibility of such damages.

11. DISPUTE RESOLUTION

11.1 The parties will attempt to resolve any dispute through good-faith negotiation for a period of 30 days following written notice of the dispute.

11.2 If unresolved after 30 days, disputes will be submitted to binding arbitration administered by JAMS under its Streamlined Arbitration Rules. Arbitration will take place in Cheyenne, Wyoming. The arbitrator's decision will be final and binding.

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

11.4 Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights.

12. GENERAL PROVISIONS

12.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and communications, whether written or oral.

12.2 Amendments. No modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties. Prior informal communications including email, text, and direct messages do not constitute amendments.

12.3 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions continue in full force.

12.4 Waiver. Failure to enforce any provision does not constitute waiver of the right to enforce it in the future.

12.5 Assignment. [STUDIO NAME] may not assign this Agreement without Bodyslay's prior written consent. Bodyslay may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.

12.6 Notices. All formal notices under this Agreement must be delivered in writing to slay@bodyslay.com for Bodyslay and to the email address provided in [STUDIO NAME]'s application for [STUDIO NAME].