Subscription Agreement

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) is made as of the date signed (the “Effective Date”), by and between Spa Space App Inc. (“Spa Space App”), and (“Facility”). Each of Spa Space App and Facility may be referred to as a “Party,” and collectively as the “Parties.”

1. Definitions. Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.
   • “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Facility or any Authorized Users to access the Mobile Application.
   • “Authorized User” means each of Facility’s employees who are authorized to access the Mobile Application pursuant to Facility’s rights under this Agreement.
   • “Documentation” means the technical materials provided by Spa Space App to Facility in hard copy or electronic form describing the use and operation of the Mobile Application.
   • “Facility Data” means any content, data, and information provided or submitted by, or on behalf of, Facility, its Authorized Users or Facility’s customers for use with the Services.
   • “Mobile Application” means the Spa Space App mobile application that is designed to schedule and manage spa services and appointments.
   • “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
   • “Professional Services” means professional services provided by Spa Space App to Facility as described in any Statement of Work.
   • [“Property” means any of the properties set forth on Schedule A that are owned and/or operated or controlled by Facility, as may be amended from time to time.]
   • “Services” means any services provided by Spa Space App to Facility under this Agreement as set forth in a Statement of Work, including, but not limited to, provision of the Mobile Application and Professional Services.
   • “Supported Environment” means the minimum hardware, software, and connectivity configuration specified from time to time by Spa Space App as required for use of the Mobile Application. The current requirements are described in the Documentation.
2. Provision of Services
   • Subject to Facility’s payment of the fees set forth in Schedule A (“Fees”), Spa Space App will provide Facility with access to the Mobile Application. On or as soon as reasonably practicable after the Effective Date, Spa Space App will provide to Facility the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Facility and its Authorized Users to access the Mobile Application in accordance with the Access Protocols. Facility will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Mobile Application, and notify Spa Space App promptly of any such unauthorized use known to Facility.
   • Spa Space App will, at its own expense, provide for the hosting of the Mobile Application, provided that nothing herein will be construed to require Spa Space App to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Facility or any Authorized User to access the Mobile Application.
3. Intellectual Property
   • Grant of Rights. Subject to the terms and conditions of this Agreement, Spa Space App grants to Facility a non-exclusive, non-transferable (except as permitted under Section 13.5) right during the Term (as defined below), for Facility’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use the Mobile Application solely within the Supported Environment, and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Facility’s use of the Mobile Application. Facility may permit any Authorized Users to access and use the features and functions of the Mobile Application for personal, non-commercial purposes as contemplated by this Agreement; provided, however that each such Authorized User has agreed to Spa Space App’s standard terms of service available at spaspace.com, which may be updated from time to time in Spa Space App’s sole discretion.
   • Facility will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Mobile Application or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Mobile Application or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Mobile Application or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Mobile Application, except as permitted by law; (e) interfere in any manner with the operation of the Mobile Application or the hardware and network used to operate the Mobile Application; (f) modify, copy or make derivative works based on any part of the Mobile Application or Documentation; (g) access or use the Mobile Application to build a similar or competitive product or service; (h) attempt to access the Mobile Application through any unapproved interface; or (i) otherwise use the Mobile Application or Documentation in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Facility acknowledges and agrees that the Mobile Application will not be used, and are not licensed for use, in connection with any of Facility’s time-critical or mission-critical functions. Facility will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Spa Space App.
   • The Mobile Application and Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Spa Space App and its suppliers. All rights in and to the Mobile Application and Documentation not expressly granted to Facility in this Agreement are reserved by Spa Space App and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Facility regarding the Mobile Application, Documentation, or any part thereof.
   • Facility hereby grants to Spa Space App a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Facility, including Authorized Users, relating to the Services. Spa Space App will not identify Facility as the source of any such feedback.
4. FEES; PAYMENTS
   • In consideration for the access rights granted to Facility and the Services performed by Spa Space App under this Agreement, Facility will pay to Spa Space App the Fees. Except as otherwise provided in Schedule A, all Fees are billed at the end of the month due and payable within thirty (30) days of the date of the invoice. Spa Space App reserves the right to modify the Fees payable hereunder upon written notice to Facility at least ninety (90) days prior to the end of the then-current term. Spa Space App reserves the right (in addition to any other rights or remedies Spa Space App may have) to discontinue the Mobile Application and suspend all Authorized Users’ and Facility’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Facility will maintain complete, accurate and up-to-date Facility billing and contact information at all times.
   • The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Facility will be responsible for payment of all such taxes (other than taxes based on Spa Space App’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Mobile Application to Facility. Facility will make all payments of Fees to Spa Space App free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Spa Space App will be Facility’s sole responsibility, and Facility will provide Spa Space App with official receipts issued by the appropriate taxing authority, or such other evidence as the Spa Space App may reasonably request, to establish that such taxes have been paid.
   • Interest. Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
5. Facility Data and Responsibilities
   • License; Ownership. Facility is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Facility Data. Facility will obtain all third party licenses, consents and permissions needed for Spa Space App to use the Facility Data to provide the Services. Without limiting the foregoing, Facility will be solely responsible for obtaining from third parties all necessary rights for Spa Space App to use the Facility Data submitted by or on behalf of Clients for the purposes set forth in this Agreement. Facility grants Spa Space App a non-exclusive, worldwide, royalty-free and fully paid license during the Term (a) to use the Facility Data for Spa Space App’s internal business purposes and as necessary for purposes of providing and improving the Services, (b) to use the Facility trademarks, service marks, and logos as required to provide the Services, and (c) use the Facility Data in an aggregated and anonymized form to: (i) improve the Services and Spa Space App’s related products and services; (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the Services, provided, however, that no Facility-only statistics will be disclosed to third parties without Facility’s consent. The Facility Data, and all worldwide Intellectual Property Rights in it, is the exclusive property of Facility. All rights in and to the Facility Data not expressly granted to Spa Space App in this Agreement are reserved by Facility.
   • Facility Warranty.
     • Facility represents and warrants that any Facility Data will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Spa Space App’s system or data; and (e) otherwise violate the rights of a third party. Spa Space App is not obligated to back up any Facility Data; the Facility is solely responsible for creating backup copies of any Facility Data at Facility’s sole cost and expense. Facility agrees that any use of the Mobile Application contrary to or in violation of the representations and warranties of Facility in this Section 5.2 and/or applicable laws, rules, and regulations, constitutes unauthorized and improper use of the Mobile Application.
     • Compliance with Law. Facility represents and warrants as follows: (i) Facility has provided all notices and obtained all necessary consents as required by applicable laws and regulations to allow the transfer and use of personal information to Spa Space App for Spa Space App’s intended business purposes, including, without limitation, email, SMS and telephonic marketing; (ii) Facility has all necessary rights to transfer such personal information to Spa Space App; and (iii) Facility is in compliance with all applicable marketing laws and regulations, including, without limitation, state and federal laws governing email, SMS and telephonic communications.
   • Facility Responsibility for Data and Security. Facility and its Authorized Users will have access to the Facility Data and will be responsible for all changes to and/or deletions of Facility Data and the security of all passwords and other Access Protocols required in order the access the Mobile Application. Facility will have the ability to export Facility Data out of the Mobile Application and is encouraged to make its own back-ups of the Facility Data. Facility will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Facility Data.
6. professional services. Where the parties have agreed to Spa Space App’s provision of Professional Services, the details of such Professional Services will be set out in a mutually executed statement of work (“SOW”). The SOW, as applicable, will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the fees applicable for the performance of the Professional Services (if any). Each SOW will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of an SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the SOW, as applicable, expressly states that it supersedes specific language in the Agreement.
7. ORDER PLACEMENT. Facility may place orders for spa related products set forth on Schedule A, and such other spa related products as agreed to by the Parties from time to time (collectively, the “Products”) pursuant to Purchase Orders through Spa Space App’s fulfillment distributor (“Supplier”) at the frequency stated on Schedule A; Spa Space App reserves the right to change its Supplier at any time, in its sole discretion. Each Purchase Order will specify the type and quantity of Products to be delivered. Except to the extent the Parties mutually agree in writing in a specific Purchase Order to a longer lead time, the standard lead time for delivery of Products following submission of a Purchase Order is [] weeks. Facility shall not be obligated to purchase its requirements for Products exclusively from Supplier, and Facility shall not have any obligation to purchase any specific or minimum quantity of Products during any specified time period.
8. Warranties and Disclaimers
   • Limited Warranty. Spa Space App represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards. Provided that Facility notifies Spa Space App in writing of the breach within thirty (30) days following performance of the defective Services, specifying the breach in reasonable detail, Spa Space App will, as Facility’s sole and exclusive remedy, for any breach of the foregoing, re-perform the Services which gave rise to the breach. Spa Space App further warrants to Facility that the Mobile Application will operate n material conformance to the Documentation, provided that such warranty will not apply to failures to conform to the Documentation to the extent such failures arise, in whole or in part, from (a) any use of the Mobile Application not in accordance with this Agreement or as specified in the Documentation; (b) any use of the Mobile Application in combination with other products, equipment, software or data not supplied by Spa Space App; or (c) any modification of the Mobile Application by any person other than Spa Space App or its authorized agents. Provided that Facility notifies Spa Space App in writing of any breach of the foregoing warranty during the Term, Spa Space App will, as Facility’s sole and exclusive remedy, provide the Spa Space App’s standard support services.
   • THE LIMITED WARRANTY SET FORTH IN SECTION 8.1 IS MADE FOR THE BENEFIT OF FACILITY ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE Services AND Documentation ARE PROVIDED “AS IS,” AND SPA SPACE APP MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SPA SPACE APP DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE MOBILE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE.
9. Limitation of Liability
   • Types of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
   • Amount of Damages. THE MAXIMUM LIABILITY OF SPA SPACE APP ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED $[00]. IN NO EVENT WILL Spa Space App’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY.
   • Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 9 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
10. Confidentiality
    • Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Spa Space App.
    • Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Facility) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Spa Space App). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
    • Exceptions. The confidentiality obligations set forth in Section 10.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
11. Indemnification
    • By Spa Space App. Spa Space App will defend at its expense any suit brought against Facility, and will pay any settlement Spa Space App makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Mobile Application infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Mobile Application becomes, or in Spa Space App’s opinion is likely to become, the subject of a claim of infringement, Spa Space App may, at Spa Space App’s option: (a) procure for Facility the right to continue using the Mobile Application; (b) replace the Mobile Application with non-infringing software or services which do not materially impair the functionality of the Mobile Application; or (c) modify the Mobile Application so that it becomes non-infringing. Notwithstanding the foregoing, Spa Space App will have no obligation under this Section 11.1 or otherwise with respect to any infringement claim based upon (i) any use of the Mobile Application not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Mobile Application in combination with other products, equipment, software or data not supplied by Spa Space App; or (iii) any modification of the Mobile Application by any person other than Spa Space App or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This Section 11.1 states the sole and exclusive remedy of Facility and the entire liability of Spa Space App, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
    • By Facility. Facility will defend at its expense any suit brought against Spa Space App, and will pay any settlement Facility makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, or (b) Facility’s breach or alleged breach of Sections 5.2. This Section 11.2 states the sole and exclusive remedy of Spa Space App and the entire liability of Facility, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.
    • The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
12. Term And Termination
    • The term of this Agreement will commence on the Effective Date and will continue in full force and effect for the initial period specified on Schedule A, unless earlier terminated in accordance with this Section 12 (the “Initial Term”). Thereafter, the Initial Term will automatically renew for additional one (1) year periods (each, a “Renewal Term”) unless and until either Party provides the other Party with notice of its intent not to renew within sixty (60) days of the end of the then-current term. Together, the Initial Term and any Renewal Terms are referred to herein as the “Term.”
    • Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
    • Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 10; and (c) any amounts owed to Spa Space App under this Agreement will become immediately due and payable. Sections 1, 3.2, 3.3, 3.5, 4, 5.2, 8.2, 9, 10, 11, 12.4, and 13 will survive expiration or termination of this Agreement for any reason.
13. Miscellaneous
    • Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
    • Facility agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Spa Space App, or any products utilizing such data, in violation of the United States export laws or regulations.
    • If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
    • Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    • No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that Spa Space App may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
    • Compliance with Law. Facility will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its access to and use of the Services and Documentation.
    • Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic or epidemic, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
    • Independent Contractors. Facility’s relationship to Spa Space App is that of an independent contractor, and neither party is an agent or partner of the other. Facility will not have, and will not represent to any third party that it has, any authority to act on behalf of Spa Space App.
    • Notices. All notices, communications, requests, demands, consents and the like required or permitted under this Agreement will be in writing and will be deemed given and received one (1) business day after deposit with a commercial overnight carrier. All notices will be addressed to the attention of the receiving Party at the addresses specified below, or to such other address as the receiving Party may have furnished to the other by a proper notice.

• This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
• Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Facility and Spa Space App.

In Witness Whereof, the Parties have caused their authorized representatives to execute this Agreement as of the Effective Date.

Schedule A

1. FACILITY INFORMATION

Outlined in Quote

1. SERVICES

Mobile Application: Reservations software platform connecting available treatment rooms with expert spa therapists (“Providers”) to provide wellness and spa services to hotel and local members and guests.

1. RESTRICTIONS ON THE USE OF THE SERVICES

Up to 4 Authorized Users per month at no additional charge

1. TERM

2 years automatically renewing for additional one (1) year periods.

1. FEES AND PAYMENT TERMS

Spa Space App collects all revenue, and supplies payment compensation directly to its Providers. Spa Space App automatically drafts monthly fees from Facility. Spa Space App automatically deposits monthly earnings to Facility.

Enrollment Fee: See Quote

Monthly Subscription Fees: See Quote

Percentage of Fees from Services performed at Facility: As outlined in Quote