This Service License AGREEMENT (“AGREEMENT”) BETWEEN PhysioPlusPilates Ltd AND ITS AFFILIATES (COLLECTIVELY, “PhysioPlusPilates Ltd”, “WE”, “US”, OR “COMPANY”) AND THE INDIVIDUAL OR LEGAL ENTITY LICENSING THE SOFTWARE AND/OR SERVICES UNDER THIS AGREEMENT AND/OR UNDER AN APPLICABLE ORDER FORM (“YOU” OR “CUSTOMER”) AND TOGETHER WITH [COMPANY NAME], THE “PARTIES”) GOVERNS CUSTOMERS’ ACCESS AND USE OF THE SOFTWARE AND/OR SERVICES.Preamble:

PhysioPlusPilates Ltd has developed, and provides as a solution “PhysioPlusPilates”. Such solutions are provided to customers on a Software-as-a-Service (SaaS) & marketing service basis; and

This Agreement governs the Parties’ relation in connection with the Customer’s Subscription, as well as its End User’s access to and usage of the Service (as defined below).

SERVICES PROVIDED:

During the term of the Contract, the Agency shall perform services for the Client in connection with the planning, provision, research, advertising, marketing, consulting, and/or digital marketing services. The Agency shall provide the following services to the Client: Full provision of marketing service for your clinic as detailed in the accompanying email sent with this contract. Support of you and your staff in the form of online training, support group, and regular online group calls to help you make your use of our services have the best chance of success.

Acceptance of Terms of Service

1.1 By subscribing to Our Services of "PhysioPlusPilates" (the “Service”), You accept these Terms of Service (“TOS”) of PhysioPlusPilates Ltd.

1.2 The Service may be accessed either as an individual or on behalf of a company. In the case of the latter, You warrant (i) that You are authorised to represent the organisation and (ii) that You accept the TOS on behalf of the organisation as You are authorised to.

1.3 The TOS may be modified from time to time and all contract renewals will be subject to the TOS in effect at the time of the renewal.

Software Access; Restrictions

2.1 Subject to these TOS, we grant the Customer a limited, non-transferable and non-exclusive right to access and use "PhysioPlusPilates" proprietary and hosted software products and the related documentation (the “Software” or “Service”) via a web browser.

2.2 "PhysioPlusPilates" is hosting the Service and makes the Service available to You for usage via a web browser. Nothing contained in these TOS shall transfer any rights in or to the Service other than those rights specifically contained in this agreement. PhysioPlusPilates Ltd is not obligated to make available or deliver any copies of programs or code in any way, shape or form.

2.3 You shall not (i) copy, modify, alter or create derivative works from the Service; (ii) lease, rent, distribute, or resell the Service; (iii) or use the Service as the basis for creating a competitive solution (or assisting a third party to do so). You will use the Service in compliance with your applicable local, regional, national, and international laws, rules, and regulations.

2.4 You shall not, personally or via third-party authorisation, (i) use the Service to upload or distribute any content that is unlawful, fraudulent, defamatory, abusive, contains viruses, or is otherwise objectionable as reasonably determined by PhysioPlusPilates Ltd; (ii) resell, reproduce, duplicate or exploit any part of the Service without Our express written permission; or (iii) use any robot, spider, another automated or manual process to monitor or copy any content from the PhysioPlusPilates Ltd’s software or services without consent.

2.5 The paid license granted to You includes basic support at no additional charge. This includes reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation: acts of God, acts of government, natural disasters, acts of terror, internet service provider (ISP) failures or delays, strikes or other labor events (other than those involving Our employees), or denial of service (DDoS) attacks.

Data Protection; Indemnification

3.1 The safety of your data is a priority to Us. You can see how We protect and handle Your data in Our Privacy Policy.

3.2 We are obligated to observe and are working in accordance with Ireland’s data protection laws.

3.3 In the event Your data has been breached, You will be promptly notified of the nature and scope of such breach and We will immediately initiate remedial actions consistent with industry standards.

Payment Terms; Commitment Periods

4.1 If Your company resides within the European Union, the fee charged by us includes the local value added tax (VAT). If Your company does not reside within the European Union, all fees exclude relevant duties or taxes. In this case, You are responsible for payment of all such taxes or duties.

4.2 Unless agreed otherwise, Your monthly subscription renews each month automatically until terminated in accordance with this agreement.

4.3 All payments are due within 3 days from the date of the invoice. They have to be paid via our payment portal.

4.4 If You fail to pay the invoice within 7 days of the due date, Your access to the Service may be suspended until you contact Us and pay any outstanding invoices.

4.5 The prices for Your subscription may be annually adjusted to compensate for increasing running costs (within reason). These price adjustments will be communicated to You in textual form and shall not apply to any periods that You have already paid for.

4.6 In consideration of the Services provided by the Agency, the Client agrees to pay the Agency a monthly fee as agreed and detailed in the accompanying email.

4.7 The client understands and agrees that there will be additional charges for use of SMS, WhatsApp, Emails sent, and use of the AI capabilities of the software. PhysioPlusPilates Ltd will always aim to help the client keep these charges to a minimum and educate the client on how to do so effectively.

Proprietary Rights

5.1 PhysioPlusPilates Ltd owns all rights, titles, and interests in and to "PhysioPlusPilates" including without limitation all intellectual property rights, and such rights are protected by Ireland's intellectual property laws.

5.2 PhysioPlusPilates Ltd retains all rights, titles, and interests in and to the Software and/or Service as well as modifications and/or enhancements, regardless of whether You have provided inspiration or input regarding such events.

5.3 You retain all rights, titles, and interests to all input uploaded to the Service by You, or by Us on Your behalf if this information was already in Your possession. We have no rights or interests in Your personally identifiable information.

5.4 Provided that such use does not reveal personally identifiable information, We may collect, use, and disclose the performance and transactional data related to the use of the Software and/or Service for Our business purposes.

Employee Responsibility; Illicit Use of the Service

6.1 You accept that PhysioPlusPilates Ltd does not exercise any control over your use of "PhysioPlusPilates" You assume full responsibility for all decisions made with respect to Your use of the Software and/or Service and agree to use such Software and/or Service at Your own risk.

6.2 It is Your sole responsibility to monitor Your company’s compliance with all applicable laws when using Our Software and/or Service.

6.3 Uploaded content and information must be consistent with Your applicable laws. Any and all uploads that may cause harm to Our interests or public image are not permitted. This especially applies to the following:

uploading content in contravention to any applicable data protection, criminal, and copyright laws as well as personality and commercial protection rights; uploading content of any defamatory, harassing, fraudulent, libelous, obscene, virus-containing, unconstitutional, sexist, racist, or pornographic nature.

6.4 In the event that an obligation of this Agreement is violated, We shall, after having issued a prior warning, have the right to restrict access to our Software and/or Service until the Customer ceases the violation and remedies any relevant consequences.

6.5 You will be held responsible for the Actions of Your employees using our Service. You shall indemnify us from any and all claims asserted by other Users, other Customers or other third parties on account of illicit use of the Service by You or any of your employees.

6.6 In the event of any preclusion, termination rights and claims for damages shall not be affected.

Liability Limitation

7.1 We shall be liable for damages caused by Us only if such damages are:

caused by gross negligence, malicious intent, or malicious deception; caused by the injury to life, body, or health; caused by breach of fundamental contract obligations, which are the basic duties forming the essence of the Agreement and were decisive for the conclusion of such Agreement. In case of breach of fundamental contract obligations through simple negligence the ensuing liability for damages shall be limited to the foreseeable amount.

7.2 We shall also be liable for any guarantees assumed by Us being violated, pursuant to the scope of the agreed guarantee.

7.3 Any liability not expressly provided for in Paras. 1 and 2 shall be disclaimed.

7.4 PhysioPlusPilates Ltd shall not be liable to the client for indirect, special, or consequential damages arising out of this Contract, or advice offered by its staff or contractors including but not limited to lost profits or equipment, or other costs.

Term Activation and Termination

8.1 These TOS become effective upon commencement of Your subscription to the Software and/or Service and apply in full until all subscriptions granted in accordance with these TOS have expired or been terminated.

8.2 Your purchased subscriptions or licenses commence on the start date specified in the applicable order and continue for the specified duration.

8.3 You may terminate Your use of Our Software and/or Service by emailing

[email protected]

. Monthly subscriptions may be terminated with 1 month’s notice from the next payment date. In the case of annual agreements, You may terminate Your subscription with 1 month’s prior notice to the conclusion