Author Partnership Agreement

This Agreement ("Agreement") is entered into between FlowPix LIMITED, a company incorporated under the laws of the United Kingdom and the operator of the FitSpace platform (hereinafter referred to as the "Platform"), and the person registering as an Author on the Platform — either an individual or a legal entity(hereinafter referred to as the "Author").

0. Definitions

• Content means any materials uploaded or made available by the Author on the Platform, including videos, audio, images, text, meal plans, methodologies, descriptions, and other intellectual property objects.
• Course means a structured digital product created by the Author and made available to Users through the Platform.
• User means any person who accesses the Platform and obtains access to the Author's Content.
• Net Receipts means amounts actually received by the Platform from Course sales, less refunds, chargebacks, payment processor fees, taxes, mandatory charges, and other applicable deductions related to the relevant transaction.
• Claim means any complaint, demand, notice, legal action, takedown request, regulatory request, or other third-party or user assertion related to the Author's Content or this Agreement.

1. Purpose of the Agreement

The Author gains access to the Platform’s tools for creating, publishing, and monetizing their own fitness courses. The Platform provides technical, marketing, and administrative support within reasonable limits.

2. Rights and Responsibilities

2.1 Author's Responsibilities

• Provide accurate information about themselves and their courses.
• Independently develop and publish original fitness programs, ensuring no infringement of third-party rights.
• Comply with applicable laws, including copyright, consumer protection, data privacy (GDPR, CCPA), and advertising regulations (FTC Act, CAN-SPAM).
• Not publish content that violates the laws of the United States, UK, EU, or other jurisdictions where the Platform operates.
• Not distribute identical courses at a lower price on other platforms without prior written approval from the Platform for a period of 90 days after publication.
• Ensure course quality standards (video, audio, structure). The Platform reserves the right to request revisions before publication.
• Not post fake reviews or manipulate ratings. If detected, the Platform may suspend, hide, or remove the course and withhold payouts.
• Update outdated course content upon request by the Platform.
• Not use the Platform to promote unrelated services without written consent.
• Do not set the price of a course above $5,000 USD (or equivalent in local currency) without prior written approval from the Platform.
• Disclose the use of AI-generated content in course descriptions if applicable. The Platform assumes no liability for consequences of AI-generated material.

2.2 Platform's Responsibilities

• Provide access to tools for course creation and sales.
• Pay out Author’s earnings according to Section 3.
• Make reasonable efforts to promote the Platform and published courses.
• The Platform may grant users free access to the Author's courses and meal plans for a limited time only with the Author's prior consent (including consent provided electronically through the Platform interface) for promotional purposes (to promote the Author and the Platform). Such promotional access does not entitle the Author to additional payment; the duration and scope of such promotions are determined by the Platform in coordination with the Author.
• The Platform may sell the Author's courses at a discounted price as part of promotions, bundles, partner programs, or other marketing activities. The Author's earnings are calculated based on the amount actually paid by the user after the discount is applied (minus the Platform's commission).
• The Platform reserves the right to temporarily hide, reject, or remove a course if the terms of this Agreement are violated, user complaints arise, or content is suspected to be illegal.
• Provide Authors with sales and payout reports via the dashboard.

3. Earnings and Payments

• The Platform charges a 30% commission on each course sale. This rate may change with 30 days’ prior notice to the Author.
• Payments are processed through authorized providers including Stripe, Apple In-App Purchases (IAP), and Google Play Billing, depending on the User’s device and platform.
• In the case of in-app purchases (IAP), the Platform receives the payment from Apple or Google on behalf of the Author. The earnings will be recorded in the Author’s account and paid out according to the standard payout schedule after deducting Platform fees and any applicable taxes or fees.
• If the Author has connected a verified Stripe account:
  • Payments from Users are split automatically between the Platform and the Author.
  • The Platform's commission is deducted at the moment of transaction.
  • The Author receives their earnings directly to their Stripe account.
• If the Author does not have a Stripe account or fails verification, the Platform may temporarily collect funds on behalf of the Author and transfer them manually later.
• Manual payouts are processed within 14 (fourteen) business days after the end of the relevant settlement period, including time reasonably required to account for statutory consumer refund rights and related payment adjustments.
• The Author's earnings are calculated based on Net Receipts.
• The Platform may withhold payments in case of chargebacks, refund requests, legal risks, or verification issues.
• The minimum payout amount (for manual payments) is 10 USD (or equivalent).
• The Platform is not responsible for delays caused by incorrect payment details or failed verification.
• The Author is solely responsible for paying applicable taxes and reporting income in their jurisdiction.
• The Platform does not act as a tax agent or employer and does not withhold taxes for the Author.

4. Intellectual Property

The Author retains all rights to their content and grants the Platform a non-exclusive, royalty-free, sublicensable license to publish, promote, cache, and technically process the content solely for providing Platform services.

5. Liability

• The Author is responsible for the content of their courses, including any claims by third parties (copyright, defamation, privacy rights, etc.).
• The Author represents, to the best of their knowledge and belief, that they have obtained the licenses, permissions, rights, or other lawful basis reasonably required to use, reproduce, distribute, display, or publicly perform any materials included in their course,including but not limited to: videos, images, photographs, text, music, voiceovers, scripts, trademarks, brand assets, likenesses of individuals, AI-generated media, or any other intellectual property.
• The Author agrees not to use copyrighted music, images, training programs, photos, film clips, social media content, brand logos, or likenesses of third parties without proper licensing or written authorization from the rights holder.
• The Platform does not conduct a full legal rights audit of each content element before publication and, to the fullest extent permitted by law, assumes no liability for violations committed by the Author. The Author acknowledges that they are responsible for ensuring their content complies with all applicable copyright and intellectual property laws.
• If any claim, demand, notice, DMCA takedown request, lawsuit, or legal action is brought against the Platform due to the Author’s content, the Author agrees to defend, indemnify, and hold the Platform harmless from all losses, damages, settlements, liabilities, and legal fees.
• Claims handling procedure: the Platform may notify the Author of any Claim within a reasonable time after receipt. The Author shall promptly provide explanations and supporting documents confirming lawful use of the relevant Content and shall reasonably cooperate in dispute resolution. Failure to cooperate may constitute a material breach of this Agreement.
• The Platform reserves the right to immediately hide, restrict, or remove any course if there is a reasonable suspicion of copyright infringement, privacy violation, brand misuse, or any unlawful activity.
• In the event of claims against the Platform due to the Author’s actions, the Author agrees to indemnify the Platform for all losses, fines, and legal expenses.
• The Platform provides services on an "as is" and "as available" basis and disclaims, to the fullest extent permitted by law, all warranties not expressly required by mandatory law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• To the fullest extent permitted by law, the Platform is not liable for indirect, incidental, special, punitive, or consequential damages, including loss of profit, loss of data, reputational harm, business interruption, health-related consequences, or similar losses arising out of or related to use of the Platform or any Course.

6. Confidentiality

Both parties agree to keep confidential all information exchanged during the term of this Agreement. This obligation remains in effect for 2 years after termination.

7. Term and Termination

• The Agreement becomes effective once the "Become an Author" feature is activated.
• Either party may terminate the Agreement with 7 days’ written notice.
• The Platform may terminate the Agreement immediately if the Author violates applicable law, provides false information, or engages in fraud.
• After termination, access to the dashboard and reports remains for 30 days. Payouts for completed sales proceed under normal terms.

8. Miscellaneous

• The Platform may update the terms of this Agreement with 14 days’ prior notice. Continued use of the Platform implies acceptance of any changes.
• Disputes are resolved through negotiation, and if unresolved, in the courts of San Francisco, California, USA.
• This Agreement is governed by the laws of California, USA, excluding its conflict of law principles.
• To the fullest extent permitted by law, the Platform's total aggregate liability to the Author shall not exceed the total fees (commission) retained by the Platform from the Author's sales in the twelve (12) months preceding the event giving rise to the claim, or USD 500, whichever is greater.
• Force majeure: The Platform shall not be liable for failure or delay in performance due to circumstances beyond its reasonable control (including acts of God, war, terrorism, pandemics, government actions, strikes, failure of payment processors or third-party services).
• Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.
• Notices: legal notices are deemed properly delivered if sent through the Platform interface, to the email address associated with the Author's account, or by another verifiable electronic method. Unless proven otherwise, a notice is deemed received on the next calendar day after dispatch.
• Language and precedence: this Agreement may be available in multiple languages. In case of conflict between language versions, the version accepted by the Author in their selected interface language governs, unless otherwise required by applicable mandatory law.
• Survival: provisions on intellectual property, liability, limitation of liability, taxes, confidentiality, payouts, indemnification, and dispute resolution survive termination for as long as necessary to enforce rights and obligations arising under this Agreement.

9. Moderation and Technical Review

• All courses are subject to prior moderation by the Platform.
• The Platform reserves the right to reject courses that do not meet its standards.
• Moderation includes reviewing video content, descriptions, structure, copyright compliance, and absence of false or misleading claims (especially health or fitness claims).
• Authors may revise and resubmit courses for moderation.
• Authors (including legal entities) are solely responsible for ensuring their business activities comply with applicable tax and accounting regulations.
• The Author confirms they are acting as an independent contractor (e.g. sole proprietor or self-employed) and are responsible for compliance with applicable business laws in their country.

10. Legal Status of Funds

When a User purchases a course, Stripe may distribute the payment directly to the Author and the Platform simultaneously, in accordance with the Platform's fee structure. The Platform acts as a commercial facilitator and is not the final recipient of the Author’s funds unless otherwise required due to technical limitations or regulatory constraints.

The Author authorizes the Platform and its payment providers (e.g. Stripe) to process payments, deduct fees, and initiate payouts on their behalf. The Platform does not act as an employer or legal representative of the Author.

In the case of IAP payments, funds are first received by Apple or Google and later transferred to the Platform, which then allocates Author earnings. The Platform assumes financial responsibility for distributing these funds once received from Apple/Google.

11. Refunds, Chargebacks, and Risk Responsibility

• The Platform is responsible for processing refunds and handling chargebacks initiated by Users.
• The Author agrees to cooperate with the Platform in case of refund disputes or content-related complaints.
• The Platform reserves the right to withhold payouts if a high volume of disputes arises.
• Refund decisions are made solely by the Platform based on its internal policy and technical data.

12. IP Takedown Procedure

• A rights holder (or authorized representative) may submit a substantiated notice alleging infringement, together with documents reasonably confirming ownership or authority.
• The Platform may temporarily restrict access to disputed Content while reviewing the notice.
• The Author may submit a counter-notice with supporting documentation demonstrating lawful use of the disputed materials.
• In case of repeated or material violations, the Platform may limit publication privileges, suspend payouts, and/or terminate this Agreement unilaterally.

This Agreement is designed to ensure transparent and secure relationships between the Platform and Authors, in compliance with U.S. and international law. Last updated: March 6, 2026.