SCHEDULE B SUBSCRIPTION TERMS AND CONDITIONS

Last Updated: December 26, 2024

IMPORTANT – READ CAREFULLY: This is a binding contract between Enhance USA Technologies USA (“Licensor” or “Enhance”) and the Party identified as “Company” in the Subscription Agreement. This “Agreement” includes these “Subscription Terms and Conditions”, the Subscription Agreement (including attached exhibits or schedules) between Enhance and Company, and any SOW(s). This Agreement is effective as of the date the Parties enter into that Subscription Agreement incorporating these “Subscription Terms and Conditions” (the “Effective Date”) and governs Company’s use of and access to the Services. Enhance and Company shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of this Agreement. Capitalized terms used in this Agreement have the meanings assigned where they first appear. All defined terms include both plural and singular. Any reference to the word “day” or “days” shall mean calendar day or calendar days, respectively, unless otherwise expressly provided. Except for Acceptable Use Policy to be delivered to Users via click-through prior to Users’ registration of their account and use of the Licensor Platform, where Company is required to click-through or otherwise accept or made subject to any electronic terms and conditions to use or access any product or service purchased hereunder, such terms and conditions are not binding and shall have no force or effect as to the product or service, this Agreement, or the applicable order for the product or service. Further, any terms and conditions of a Party’s invoice, acknowledgment, confirmation, or similar document, shall not apply to any order under this Agreement, or to this Agreement, and any such terms and conditions on any such document are objected to without need of further notice or objection. In consideration of the mutual promises and covenants of the Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following terms and conditions:

1. SERVICES

1.1 Licensor Platform. Licensor owns, markets, and licenses its proprietary cloud-based services in object code format, known as Enhance Tech software platform and related mobile applications for iOS and Android platforms (“Licensor Platform”), among other products and services. Licensor shall provide online how-to instructions, FAQs, and other written guides relating to the use of the Licensor Platform in electronic form to Company upon request (“Documentation”). Licensor may update the content, functionality, and user interface of the Licensor Platform from time to time provided such update will not materially decrease the functionality of the Licensor Platform during the applicable Service. Company agrees that its use of or access to the Licensor Platform under this Agreement (“Subscription”) is not contingent on the delivery of future features or functionality.

1.2 Additional Services. To the extent Company requires Licensor to provide additional product support, product customization, application, onboarding support, and/or technical services (such additional offerings together with Licensor Platform are collectively referred as “Services”), the Parties will negotiate in good faith and document such additional Services in writing as an amendment to this Agreement and/or one or more SOW(s).

1.3 Users. In connection with the license to use Licensor Platform, Licensor will provide login information available to employees, fitness trainers, gym members, and other individuals authorized by Company (and where applicable in a Distribution Engagement, by an End-Client) to use and access Licensor Platform (each a “User”); provided that Company will be responsible any acts or omission of Users’ access to or use of the Licensor Platform in compliance with this Agreement (including SOWs, Schedules, and applicable terms of use); provided however that Company shall not be responsible for any acts or omissions of gym members or personal training recipients who are not employees, contractors, fitness trainers of Company. Company represents that all personal training recipients and/or gym members have signed (via electronic membership enrollment or other onboarding processes) to (i) give Company consent to collect their information for their use of the Facilities; and (ii) provide waiver and release of liability associated with their participation of training sessions and use of gym equipment.

2. PROPRIETARY RIGHTS

2.1 Provision of Access. Subject to Company's payment of Fees and compliance with the terms and conditions of this Agreement, Licensor grants Company and/or its Affiliates (including their Users) a limited, nonexclusive, non-transferable license to access and use the Licensor Platform solely for its internal business purposes (“Corporate Use”) during the applicable Service Period (as defined in the applicable SOW).2.1.1 For purposes of this Agreement, “Affiliate” means, as to a Party, any other entity or individual that directly or indirectly, through one or more intermediaries, controls the Party, is under common control with the Party, or is controlled by the Party; as used in this definition, “control” (including the terms "controlled by" and "under common control") means ownership or control of more than a 50% interest of another legal entity or the direct or indirect power to direct the management, activities, and/or policies of an entity, but only for as long as such control exists or is retained. Company’s Affiliates shall expressly exclude franchises owned or controlled by one or more separate third party entities that are licensed by Company to operate fitness centers, gyms, and/or personal training studios under Company Marks (each a “Franchisee”). Upon mutual agreement, Licensor may grant Company a limited license in the applicable Territory to market, distribute, and sublicense the Licensor Platform under Company’s brand name or other Company Marks (“Company-branded Platform”) for access and use by one or more Company Franchisees that have procured the right to use such Company-branded Platform through written agreements with Company (“End-Client”). Such distribution and sublicense arrangements are known as “Distribution Engagement”, and shall be specified in the applicable SOW and subject to additional terms and conditions to be negotiated by the Parties in good faith.

2.2 Proprietary Rights. Each Party owns and retains all rights, title, and interests in and to its Intellectual Property Rights owned (or licensed from a third party provider) by such Party as of the Effective Date or developed by such Party independent of this Agreement without use of or reference to the other Party’s Confidential Information. For purpose of this Agreement, “Intellectual Property Rights” or “IPR” include, but are not limited to, (i) copyrights, (ii) trademarks, service marks, logo, trade name (including internet domain names) (together, “Marks”), (iii) patents (subsection (i)-(iii), whether registered or unregistered), and (iv) trade secret, processes methodologies, invention, know-how, rights in design, and any other proprietary rights of any kind and all rights to enforce the foregoing.(a) Company Properties. All materials provided to Licensor in connection with this Agreement, including all Company’s Confidential Information, communications, business rules and any other materials provided by Company to Licensor in connection with this Agreement (collectively, “Company Properties”), shall be and remain the exclusive property of Company unless otherwise agreed in writing. Licensor will use such Company Property solely as necessary to provide the Services.

(b) Licensor Properties. Except as expressly set forth herein or in the applicable SOW, Licensor shall own and retain all right, title and interest in and to (a) the Licensor Platform including any upgrades and enhancements, and related Documentation, (b) Licensor’s Confidential Information; (c) software, application programming interfaces, and other technologies, information, and materials provided by Licensor to Company to enable Client to use and access to Licensor Platform for Corporate Use (and if mutually agreed, to market, distribute, or sublicense Licensor Platform for Distribution Engagement); or (d) all Intellectual Property Rights (including Licensor Marks) related to any of the foregoing, including the designs, look-and-feel, combinations of colors, user interface, and the source code (together, “Licensor Properties”). All rights not expressly granted to Company are reserved by Licensor.

(c) Feedback. Licensor shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, feedback, or recommendations provided by Company (which expressly excludes Company’s Confidential Information) (“Feedback”) for the purpose of optimizing, improving, or enhancing Licensor Platform, or creating derivative product. Feedback is provided by Company “as-is” without warranty of any kind and Company shall have no liability for Licensor’s use of Feedback.

2.3 Use Restrictions. Unless otherwise expressly permitted by Licensor in writing, Company will not, directly or indirectly conduct any of the following: (a) copy, modify, or create derivative works or improvement of the Services or Documentation, in whole or in part; (b) distribute, republish, download, display, post, or transmit any portion of the Licensor Properties or provide support or other offerings for the Services outside the Territory or potential use outside the Territory; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of any Licensor Properties or any part thereof; (d) combine or merge any part of the Licensor Properties with or into any other software, document, or work; (e) refer to or otherwise use any part of the Licensor Properties as part of any effort to develop a product or service having any functional attributes, visual expressions, or other features or purposes similar to those of Licensor Properties; (f) remove, erase, or tamper with any copyright, logo, or other proprietary or trademark notice in the Licensor Properties, or other mechanism that obscures any of the foregoing, infringes or misappropriates Licensor’s IPR, or confusing a User as to Licensor’s rights in the Licensor Properties; (g) sell, market, license, sublicense, distribute, rent, loan, or otherwise grant to any third party any right to possess, access, or utilize any portion of the Licensor Properties without the express prior written consent of Licensor; (h) knowingly use the Licensor Properties to store, receive, or distribute any information or data that contains, transmits, or activates any virus, worm, malware, or other malicious computer code, or otherwise violates any applicable Laws; (i) access or use the Licensor Properties for the purposes of a competitive analysis of the Licensor Properties and/or for the purposes of developing, improving, or distributing any products or services that would compete with the Licensor Properties; and/or (j) attempt to or assist any individual or entity in attempting to do any of the foregoing.

2.4 Compliance. Company will use the Services in compliance with Documentation, the Use Restrictions in Section 2.3, and all applicable Laws. Although Licensor has no obligation to monitor Company’s use of the Services, Licensor may temporarily suspend Company's, its Users’, and where applicable End-Client’s access to any portion or all of the Services if Licensor reasonably determines that their use of the Services (i) materially or knowingly breaches Section 2.3 (Use Restrictions) for which Licensor shall provide written notice of suspension at least 5 business days in advance; or (ii) poses an imminent or material security risk to the Services or to any other customers or vendors of Licensor, for which Licensor may suspend immediately.

2.5 Company Contingencies. Company shall be responsible for obtaining and maintaining, at its own cost, any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Company shall also be responsible for maintaining the security of the Equipment, Company account, or passwords (including but not limited to administrative User’s passwords). Company shall ensure that itself and its Users abide by all Laws applicable to Company’s use of the Services.

2.6 Third Party Materials. To the extent Company requires Licensors to incorporate or integrate any third party product, materials, or application programming interfaces (API) with the Services (“Third Party Materials”), the use of such Third Party Materials will be subject to separate end-user license agreement, API license agreement, or other terms and conditions separate from this Agreement (collectively, “EULA(s)”). Company acknowledges and agrees that such Third Party Materials (i) are added at Company’s request; (ii) does not constitute a part of the Services; and (iii) the selection of, and decision to procure, implement, use, license, and/or subscribe to, such Third Party Materials are at Company’s sole risk and discretion. Company further acknowledges and agrees that the actual operation, performance, availability, and scalability of any Third Party Materials may vary based on factors, such as final configuration of the Services, or Company’s contingencies to meet technical specifications for the proper function and operation of such Third Party Materials in conjunction with the Services. Company will indemnify and defend Licensor from any claims by licensor of such Third Party Materials arising from Licensor Platform’s integration or operations with such Third Party Materials to facilitate Company’s use of the Licensor Platform.

3. CONFIDENTIALITY, DATA USE

3.1 Confidentiality(a) From time to time during the Term of this Agreement, either Party ("Disclosing Party") may disclose or make available to the other Party ("Recipient"), non-public proprietary and confidential information of the Disclosing Party that (i) if disclosed in writing or other tangible form is clearly labeled as "confidential," (ii) if disclosed orally, is identified as confidential when disclosed and/or within 10 days thereafter, is summarized in writing and confirmed as confidential, (iii) refers to the terms or existence of this Agreement, or (iv) a reasonably prudent person would believe to contain proprietary or confidential information of a Party and Users’ information ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Recipient's breach of its confidentiality obligations under this Agreement; (b) is or becomes available to the Recipient on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in the Recipient's lawful possession without obligation to keep it confidential, prior to the Disclosing Party's disclosure hereunder; or (d) was or is independently developed by the Recipient without the use of or reference to the Disclosing Party’s Confidential Information. If the Recipient is required by Laws or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify (to the extent legally permitted) the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party's sole cost and expense, a protective order or other remedy. For the avoidance of doubt, Company Confidential Information expressly includes original data, information, or content in any form, uploaded or inputted to the cloud-based platform hosting the Licensor Platform by, or on behalf of, Company (and where applicable, an EndClient), or Users through their use of the Services (together, “Company Data”). Licensor’s Confidential Information expressly includes its pricing information, business proposal(s), product information, audit reports, and/or financial records.

(b) The Recipient shall: (x) implement appropriate physical, technical and administration measures to protect the Disclosing Party's Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than for the limited purpose of establishing its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any natural person or legal entity, except to the Recipient's representatives who (1) have a legitimate need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under this Agreement, (2) have been informed of the confidential nature of the Confidential Information and the Recipient's obligations under this Section 3.1; and (3) are bound by written confidentiality obligations (or professional rules of conduct) at least as protective of the Confidential Information as the terms set forth in this Agreement.

3.2 Data Use(a) Company Data. As between Licensor and Company, all Company Data is and shall remain the property of Company, and Company retain any and all rights, title and interest in and to the Company Data. Company shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and the IPR ownership of Company Data. Company shall ensure that it has and will continue to have all rights and consents necessary to allow Licensor to use, process, and store Company Data for the purposes of performing Licensor’s obligations under this Agreement.

(b) Services Improvement. Subject to Licensor’s confidentiality obligations under this Agreement, the Parties agree and acknowledge that Licensor shall be permitted to create, analyse and use Usage Data for measuring and enhancing the functionalities and operations of the Services during the Term and thereafter. For purpose of this Agreement, “Usage Data” means any and all deidentified and anonymized datasets reflecting the access or use of the Services by or on behalf of Company (and where applicable, an End-Client) or any Users, including any User profile-, visit-, session-, impression-, click through- or click stream- data and any statistical or other analysis, information or data based on or derived from any of the foregoing; provided that such aggregated or de-identified dataset do not identify any Users or Company, or otherwise constitute Personal Information subject to Section 3.2(c).

(c) Data Privacy. To the extent the Company Data constitutes “Personal Information” as defined under the California Privacy Rights Act of 2020 and related regulations (“California Privacy Laws”) or other applicable U.S. data privacy Laws (together, “U.S. Data Protection Laws”), the Parties agrees that Company is a business or controller and that it appoints Licensor as its service provider or processor to process Company’s Personal Information as permitted under the Agreement and the U.S. Data Protection Laws, or for purposes otherwise agreed in writing (the "Permitted Purposes"). The Parties agree that: (i) Licensor shall not retain, use or disclose Personal Information for any purpose other than the Permitted Purposes; (ii) Personal Information was not sold to Licensor and Licensor shall not "sell" or “share” Personal Information (as the terms “sell” and “share” are defined by the California Privacy Laws); (iii) Licensor shall not retain, use or disclose such Personal Information for a commercial purpose other than the Permitted Purposes; and (iv) Licensor shall not retain, use or disclose Personal Information outside of the direct business relationship between Company and Licensor. Licensor certifies that it understands the restrictions set out in this Section and will comply with them.

4. FEES, INVOICES, AND TAXES

4.1 Fees. Fees payable for the Services (the “Fees”) are set forth in the applicable SOW. Unless otherwise provided in the applicable SOW, Company will pay Fees within 30 days following its receipt of a Licensor issued invoice (to be delivered electronically, i.e., PDF). If Company believes that Fees set forth in the applicable invoices are calculated incorrectly, Company must contact Licensor no later than 30 days following Company’s receipt of the applicable invoice, in which the error or problem appeared, to be eligible for receiving an adjustment or credit. If no issue has been raised about the Fees within the 30-day period, the Fees will be deemed undisputed and final.

4.2 Invoices. Company agrees to provide Licensor with accurate billing and contact information, including Company’s legal name, street address, e-mail address, and name and telephone number of an authorized billing or account payable contact. Company agrees to update this information within 30 days of any changes to its account payable contract information. Any portion of any undisputed Fees or other amount payable hereunder that is not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable Laws, whichever is less, from the invoice due date until paid in full. Licensor reserves the right to suspend Company’s access to the Services if Company’s account becomes delinquent and is uncured for a period of 45 days following the date of invoice due date.

4.3 Taxes. All amounts payable hereunder will exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges. Company will be responsible for payment of all such taxes (other than taxes based on Licensor’s income or payroll obligations), fees, duties and charges, and any related penalties and interest, arising from the payment of any Fees hereunder. Company will make all payments of Fees required hereunder to Licensor free and clear of, and without reduction for, any withholding taxes.

5. TERM,TERMINATION, SUSPENSION

5.1 Term. This Agreement commences on the Effective Date and will remain in effect for the “Term” as defined in the “Business Terms” of the Subscription Agreement. Unless otherwise set forth in the applicable SOW, the Parties agree that Company’s Subscription will automatically renew at the end of the then-current Service Period (the “Renewal Date”) for a renewal period equal to twelve-month period (“Renewal Service Period”, which together with Initial Service Period set forth in the SOW, are collectively known as “Service Period”). Notwithstanding the expiration or termination of the Agreement, the Parties agree that this “Subscription Terms and Conditions” will continue in effect to solely govern any outstanding SOWs that are executed during the Term and not expressly terminated concurrently with the Agreement through the remainder of such SOW’s then-current Service Period.

5.2 Termination. In addition to any other remedies it may have, either Party may terminate this Agreement and/or an SOW for cause if the other Party materially breaches any of the terms or conditions of this Agreement and fails to cure such material breach within 30 days following written notice by the non-defaulting Party. Termination or expiration of this Agreement or an SOW will not extinguish Company’s obligations to pay all Fees due Licensor in the applicable SOW. Upon any termination, Licensor will make all Company Data available for electronic retrieval by Company for a period of up to 60 days. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, Sections 2 (Proprietary Rights), 3 (Confidentiality; Data Use), 4 (Fees; Invoices; and Taxes), 5.2 (Termination), 6.2 (Warranty Disclaimers), 7 (Indemnification; Risk Allocation), and 8 (Miscellaneous).

6. WARRANTY AND DISCLAIMER

6.1 General Warranties. Each Party represents and warrants that (a) it has the right, power, and authority to execute and deliver the SOW; and (b) the Agreement, when duly authorized, executed, and delivered by such Party, constitutes the legal, valid, and binding obligations of such Party, enforceable in accordance with applicable Laws and terms of this Agreement.

6.2 Warranty Disclaimers. The Parties acknowledge that the Services may be subject to limitations, delays and other types of interruptions that are inherent in the use of the internet and other types of electronic communications such as failure in performance resulting from acts or events beyond Licensor’s reasonable control. Therefore, Licensor does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from the use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

7. INDEMNIFICATION, RISK ALLOCATION

7.1 Indemnification:(a) Company agrees to indemnify and hold harmless Licensor, its officers, directors, shareholders, employees, contractors, representatives, and successors and assigns (“Licensor Indemnities”) against any damages, losses, liabilities, settlements and expenses (including without limitation reasonable costs and attorneys’ fees)(“Losses”) arising from or in connection with any third party claim or action alleging (i) Licensor’s use of Company Data in accordance with this Agreement or Company’s or any of its Users’ use of the Services in violation of this Agreement infringes or otherwise violates such third party’s proprietary, privacy, or other rights, or otherwise breach any applicable Laws; (ii) any gross negligence, intentional misconduct, or breach of this Agreement by Company or any of its Users in connection with their access or use of the Services.

(b) Licensor agrees to indemnify and hold harmless Company and its officers, directors, shareholders, employees, contractors, representatives, and successors and assigns (“Company Indemnities”) against any Losses to the extent resulting from a third party claim or action (i) alleging that Company’s or its User’s use of any Services infringes upon any third party’s IPR (“Infringement Claim”) or (ii) alleging violation of any data protection or data privacy Laws applicable to Licensor’s provision of Services and such violation was directly caused by Licensor’s acts or omission. Notwithstanding the foregoing, if the Services becomes the subject of such Infringement Claim, then Licensor may, at its option: (x) procure for Company the right to use the Services free of any liability for infringement; (y) replace or modify the Services to make it non-infringing but with reasonably comparable functionality; or (z) if Licensor determines that the previous two options are not available on a commercially reasonable basis, terminate the applicable SOW and refund any unused Fees pre-paid by Company for the affected Services covering the remainder of the Service Period. Furthermore, Licensor has no liability for, and no obligation to indemnify Company against, any third party claim arising from or alleging based in whole or in part on (i) use of the Services in combination with third party materials not provided or authorized by Licensor in writing (including Documentation; (ii) modification to the Services not made by or on behalf of Licensor; (iii) Company’s failure to incorporate updates or upgrades to the Services as directed by Licensor; or (iii) Company’s or its Users’ breach of Section 2.3 (Use Restrictions).

(c) The Party seeking indemnity under this Section 7.1 (“Indemnitee”) will use commercially reasonable endeavors to mitigate its damages arising out of any third party claims. The Party undertaking the indemnity obligations (“Indemnifying Party”) shall have sole control of the defense and of all negotiations for settlement of such action; provided that the Indemnitee has the right to participate at its own expense in the claim or suit and in selecting its own counsel therefor. At the Indemnifying Party’s request and cost, the Indemnitee will reasonably cooperate with the Indemnifying Party in defending or settling any such action. Without the Indemnitee’s prior written consent, which shall not be unreasonably conditioned, withheld, or delayed, the Indemnifying Party shall not enter into or otherwise consent to an adverse judgment or SOW, make any admission as to liability or fault that would adversely affect Indemnitee, or settle such claim or suit. Each Party’s respective indemnification obligations do not apply to the extent any Losses are caused by the Party seeking indemnification or arises as a result of such Party’s breach of this Agreement. THE FOREGOING IS THE INDEMNIFYING PARTY’S SOLE OBLIGATION AND THE INDEMNITEE’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIMS INDEMNIFIABLE UNDER THIS SECTION 7.1.

7.2 RISK ALLOCATION: TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES AGREE THAT:(a) NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF REVENUE OR PROFIT, OR COST OF SUBSTITUTE GOODS OR SERVICES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) SUBJECT TO SECTION 7.2(C), A PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, INDEMNIFICATION OR OTHERWISE, SHALL NOT…