Partner Platform Terms of Service

1. Definitions

Capitalized terms used in these Terms have the meanings set forth below:

2. Platform Access & License

2.1 Grant of License

Subject to Partner's compliance with these Terms, Onfire grants Partner a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely to: (a) configure and publish Partner's Bundles; (b) enable Members to purchase Bundles through the Checkout; and (c) manage Partner's Member relationships through the Platform.

2.2 Account Registration

Partner must create an account and provide accurate, complete, and current information. Partner is responsible for maintaining the confidentiality of its account credentials and for all activity that occurs under its account.

2.3 Restrictions

Partner will not: (a) sublicense, resell, or transfer Platform access to any third party; (b) reverse engineer, copy, or create derivative works of the Platform; (c) use the Platform in violation of Applicable Law; or (d) access the Platform to build a competitive product or service.

3. Partner & Onfire Responsibilities

3.1 Onfire Responsibilities

Onfire will:

• –Operate and maintain the Platform in accordance with these Terms;
• –Vet and enroll Members, including verifying identity and eligibility, and maintaining all consumer finance, privacy, and security compliance programs required by Applicable Law;
• –Process Bundle purchases through the Checkout and remit payments to Partner net of applicable fees;
• –Monitor Member standing on an ongoing basis and notify Partner within one (1) business day of a Member's Membership ceasing to be in Good Standing; and
• –Provide Partner with standard onboarding materials and reasonable support to configure Bundles and integrate the Checkout.

3.2 Partner Responsibilities

Partner will:

• –Configure its Bundle catalog accurately and keep it current through the Platform portal;
• –Integrate the Checkout into its billing or CRM workflow and offer it to clients as a payment option;
• –Deliver Bundles to Members in a professional, timely manner consistent with Applicable Law and applicable professional standards;
• –Maintain all professional, facility, and other licenses and consents necessary to provide the services and products included in its Bundles;
• –Upon receipt of an Onfire default notification, immediately cease delivering services under any Bundle associated with the defaulting Member; and
• –Not describe the Platform, Checkout, or any Onfire membership plan as insurance, a credit card, a loan, or an interest-bearing financial product.

4. Fees & Payment

4.1 Transaction Fee

Onfire will charge a Transaction Fee of 4.5% on each Bundle purchase processed through the Checkout, regardless of the Member's membership tier. Onfire will deduct the Transaction Fee from each remittance to Partner.

4.2 Platform Fee

Partner is responsible for paying the monthly Platform Fee as published on Onfire's pricing page and as may be updated by Onfire from time to time on thirty (30) days' advance written notice. The Platform Fee will be billed monthly to the payment method on file. Failure to pay the Platform Fee may result in suspension or termination of Platform access.

4.3 Founder Partner Fee Waiver

Partners designated as Founder Partners in a countersigned Founder Partner Order Form are entitled to the Platform Fee waiver specified in that Order Form for the duration and under the conditions set forth therein. The Transaction Fee in Section 4.1 applies to all Partners including Founder Partners unless expressly modified in the Order Form.

4.4 Settlement

Onfire will remit Bundle purchase proceeds to Partner, net of the Transaction Fee and any offsets permitted under these Terms, via ACH as Bundle purchases are captured. Transactions captured Monday 00:00 ET through Wednesday 23:59 ET settle on Thursday; Thursday 00:00 ET through Sunday 23:59 ET settle on Monday. ACH settlement is subject to standard U.S. banking transmission and clearance timelines.

4.5 Taxes

Partner is responsible for collecting, remitting, and reporting all applicable taxes on Bundle sales, including sales and use taxes. Onfire is not responsible for determining or remitting taxes in respect of Partner's Bundles.

5. Member Default & Non-Payment Risk

5.1 Payment Structure

When a Member purchases a Bundle through the Checkout, Onfire finances the Member's payment obligation and remits to Partner on the automatic schedule described in Section 4.4, provided the Member's Membership remains in Good Standing. Onfire's obligation to remit future payments to Partner is expressly conditioned on the Member's continued Membership in Good Standing.

5.2 Default Notification

If a Member's Membership ceases to be in Good Standing for any reason (including non-payment, account suspension, or termination), Onfire will notify Partner within one (1) business day via the email address on file for Partner's account (a "Default Notice").

5.3 Cessation of Services

Upon receipt of a Default Notice, Partner must immediately cease delivering any services or providing any products under all Bundles associated with the defaulting Member. Onfire's obligation to make further remittances in respect of the defaulting Member's Bundle terminates as of the date of the Default Notice.

5.4 Services Delivered After Default Notice

Onfire will not reimburse Partner for any services delivered or products provided on or after the date of the Default Notice, regardless of whether such services were pre-scheduled or otherwise anticipated under the Bundle.

5.5 Services Delivered Prior to Default Notice

Onfire will honor all remittance obligations in respect of services delivered or products provided prior to the date of the Default Notice, subject to the offset rights set forth in Section 6.

5.6 Member Reinstatement

If a defaulting Member is subsequently returned to Membership in Good Standing, Onfire will notify Partner and Onfire's remittance obligations will resume prospectively from the date of reinstatement on the remaining unpaid balance, if any.

6. Refunds, Chargebacks & Offsets

6.1 Refunds

If Partner agrees to issue a refund or credit to a Member, Partner must: (a) notify Onfire within three (3) business days; and (b) reimburse Onfire for the corresponding amount via ACH within three (3) business days.

6.2 Chargebacks

For any Member-initiated chargeback, Onfire will manage the chargeback process. Partner will provide documentation reasonably requested to defend a chargeback. If a chargeback is upheld, Partner will reimburse Onfire the chargeback amount within three (3) business days. If subsequently reversed in Partner's favor, Onfire will reimburse Partner within three (3) business days.

6.3 Offset Rights

Onfire may offset against any amounts owed to Partner: (a) Transaction Fees and Platform Fees owed by Partner; (b) any refund or chargeback amounts owed by Partner; and (c) any other amounts Partner is obligated to reimburse Onfire under these Terms.

7. Data, Privacy & Confidentiality

7.1 Member Data

Onfire is the data controller for Member account and payment information. Partner will handle any Member personal data it receives through the Platform in compliance with Applicable Law, and will not use Member data for any purpose other than delivering the applicable Bundle.

7.2 Confidentiality

Each Party will hold the other's non-public business information (including pricing, member data, technical integrations, and commercial terms) in confidence using at least the same care it uses for its own confidential information, and will not disclose it to third parties without the other's written consent, except as required by law or court order.

7.3 Platform Data

Onfire may collect and use anonymized, aggregated platform usage and transaction data for product improvement, analytics, and benchmarking purposes.

8. Intellectual Property

8.1 Onfire IP

Onfire retains all right, title, and interest in the Platform, the Checkout, the Onfire brand, and all related technology and content. These Terms do not transfer any ownership rights to Partner.

8.2 Partner Content

Partner retains ownership of its Bundle descriptions, pricing, and related content. Partner grants Onfire a limited license to display and use Partner's content solely to operate the Platform and present Bundles to Members.

9. Representations, Warranties & Disclaimer

9.1 Mutual Representations

Each Party represents and warrants that: (a) it is duly organized and in good standing; (b) it has the authority to enter into and perform under these Terms; and (c) its performance will comply with Applicable Law.

9.2 Partner Warranties

Partner additionally represents and warrants that: (a) all services and products included in its Bundles will be delivered in a professional manner consistent with applicable professional and medical standards; and (b) it holds and will maintain all licenses and consents required to deliver its Bundles.

9.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTIONS 9.1 AND 9.2, THE PLATFORM IS PROVIDED "AS IS." ONFIRE MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED AVAILABILITY OF THE PLATFORM.

10. Indemnification

10.1 Onfire Indemnity

Onfire will defend and indemnify Partner and its officers, directors, and employees against third-party claims arising from: (a) Onfire's breach of these Terms; (b) Onfire's violation of Applicable Law; or (c) Onfire's operation of the payment and membership program.

10.2 Partner Indemnity

Partner will defend and indemnify Onfire and its officers, directors, and employees against third-party claims arising from: (a) Partner's breach of these Terms; (b) Partner's delivery of Bundle services or products; or (c) Partner's violation of Applicable Law.

10.3 Indemnification Conditions

Indemnification obligations apply only if the indemnified party: (a) provides prompt written notice of the claim; (b) grants the indemnifying party sole control of the defense; and (c) provides reasonable cooperation at the indemnifying party's expense.

11. Limitation of Liability

EXCEPT FOR (A) GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, (B) BREACH OF CONFIDENTIALITY OBLIGATIONS, OR (C) INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID OR PAYABLE BY PARTNER TO ONFIRE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (II) $50,000.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Term & Termination

12.1 Term

These Terms commence on the date Partner clicks "Agree" and continue until terminated in accordance with this Section 12.

12.2 Termination for Convenience

Either Party may terminate these Terms at any time on sixty (60) days' written notice to the other Party.

12.3 Termination for Cause

Either Party may terminate these Terms immediately on written notice if the other Party: (a) materially breaches these Terms and fails to cure the breach within fifteen (15) days of written notice; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or files for bankruptcy protection.

12.4 Effect of Termination

On termination: (a) Partner's license to access the Platform terminates; (b) Partner will cease enrolling new Members; (c) Onfire will cease processing new Bundle purchases for Partner. All existing Member Bundle obligations will continue to be administered by Onfire for active Members in Good Standing until their Bundle term expires. Sections 5, 6, 7, 8, 9.3, 10, 11, 12.4, and 13 survive termination.

13. Miscellaneous

13.1 Updates to Terms

Onfire may update these Terms at any time on thirty (30) days' advance written notice to Partner via the email address on Partner's account. Continued use of the Platform after the effective date of any update constitutes acceptance of the revised Terms.

13.2 Entire Agreement

These Terms, together with any countersigned Founder Partner Order Form and (if applicable) the Onfire Capital Advance Agreement, constitute the entire agreement between the Parties regarding the Platform and supersede all prior agreements relating to the same subject matter.

13.3 Relationship of Parties

The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, franchise, employment, or agency relationship.

13.4 Assignment

Partner may not assign these Terms without Onfire's prior written consent. Onfire may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.5 Governing Law

Delaware law (without regard to conflict-of-laws principles) governs these Terms. Federal law governs consumer credit and privacy matters as applicable.

13.6 Dispute Resolution

The Parties will attempt to resolve disputes informally for thirty (30) days before initiating formal proceedings. Any unresolved disputes will be submitted to binding arbitration under the rules of the American Arbitration Association, with proceedings in San Francisco, California, except that either Party may seek injunctive relief in any court of competent jurisdiction.

13.7 Severability

If any provision is held unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will continue in full force.

13.8 Waiver

Failure to enforce any provision is not a waiver of future enforcement of that or any other provision.

13.9 Notices

Notices under these Terms must be in writing and delivered by email with confirmed receipt to: Onfire Health, Inc. — legal@onfirehealth.com. Notices to Partner will be sent to the email address provided at registration.

13.10 Counterparts & Electronic Acceptance

These Terms may be accepted electronically. A click-through acceptance is legally binding and constitutes Partner's signature for all purposes.

Questions? Contact us at legal@onfirehealth.com.