PLATFORM PARTICIPATION AGREEMENT / TERMS OF USE

VERSION DATE: JULY 01, 2025

This Platform Participation Agreement / Terms Of Use (“Agreement”) is entered into by and between Pyli LLC, a Massachusetts limited liability company (“Company”), and you, a health and wellness provider (“Provider” or “You”).

1. Services and Platform Access. Company operates a digital platform (the “Platform”) that allows Providers to advertise services and direct consumers to their own booking tools. Subject to this Agreement, Company grants Provider a limited, non-exclusive, revocable license to access and use the Platform solely for the purpose of listing Provider’s services.
2. Acceptance of Terms. By registering for an account, submitting payment, or otherwise using the Platform, Provider acknowledges and agrees that they have read, understood, and accepted all terms and conditions set forth in this Agreement. Such actions shall constitute the Provider’s binding acceptance of this Agreement to the same extent as if it were manually signed. Provider further agrees that continued participation on the Platform, including renewal or ongoing payment, reaffirms such acceptance.
3. Featured Listings. Company may, at its sole discretion, offer certain Providers the opportunity to be featured or prioritized in Platform search results, listings, marketing materials, or other promotional placements (“Featured Placement”). Featured Placement may be subject to additional fees and terms, which will be communicated separately. Company retains full discretion over the availability, selection, positioning, duration, and removal of any Featured Placement, and makes no guarantees regarding visibility, traffic, or engagement resulting from such placement.
4. Publicity and Promotional Use. Provider expressly consents to the Company’s use of Provider’s name, business name, logo, branding, images, and service descriptions in any and all marketing, promotional, or advertising materials related to the Platform, including but not limited to social media, email campaigns, newsletters, and press releases. Provider acknowledges that being featured or promoted on the Platform does not imply any endorsement by the Company and agrees that no additional approval or compensation shall be required for such use. Provider waives any rights of publicity or privacy with respect to the Company’s authorized use of such materials under this Agreement and agrees to promptly provide high-resolution logos or media upon request for marketing purposes.
5. Provider Obligations. Provider is solely responsible for obtaining and maintaining all licenses, registrations, certifications, permits, and insurance required by applicable laws and regulations for Provider’s business, services, and operations. Provider is solely responsible for all content submitted, posted, or made available via the Platform. Provider warrants that content is accurate, lawful, and does not infringe third-party rights. Provider is solely responsible for ensuring compliance with HIPAA and any handling of PHI. Company shall not be considered a Business Associate unless separately agreed. Provider agrees to ensure that its services and platforms comply with the Americans with Disabilities Act. Provider warrants that their own booking websites are compliant with General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and any other applicable local, state, federal or international law pertaining to data security. Provider shall implement, at its own expense, appropriate data security protocols to safeguard customer and business information.
6. Intellectual Property. All intellectual property rights related to the Platform, including but not limited to software, design, trademarks, trade secrets, and any other proprietary materials, are and shall remain the sole property of the Company. Provider acknowledges that they acquire no ownership rights or interest in the Company’s intellectual property by virtue of this Agreement. Provider shall not copy, reproduce, modify, distribute, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Platform or any intellectual property owned by the Company. Provider further agrees not to use the Company’s intellectual property for any purpose other than as expressly permitted under this Agreement without prior written consent from the Company. Provider grants the Company a non-exclusive, royalty-free, worldwide license to use, reproduce, display, and distribute Provider’s trademarks, branding, service information, and other content submitted to the Platform solely for the purposes of operating, marketing, and promoting the Platform. This license shall remain in effect for the duration of the Provider’s participation on the Platform and shall terminate upon the expiration or termination of this Agreement, except as necessary to fulfill any ongoing obligations or legal requirements. The Company shall have no obligation to remove any promotions containing the Provider’s trademarks, branding, service information, and other content posted by the Company prior to the termination of this Agreement between the Parties, but the Company may remove said trademarks, branding, service information, and other content after termination, at the Company’s sole discretion. Provider agrees to notify the Company promptly of any unauthorized use, infringement, or misappropriation of the Company’s intellectual property that comes to the Provider’s attention. Provider shall cooperate fully with the Company in any enforcement or protection efforts related to the Company’s intellectual property. Provider acknowledges that any proprietary information, trade secrets, or other confidential materials related to the Company’s intellectual property, business operations, or the Platform that are disclosed to the Provider under this Agreement shall be treated as confidential. Provider agrees not to disclose, use, or permit the use of such confidential information for any purpose other than as necessary to fulfill their obligations under this Agreement. Provider grants Company a perpetual, irrevocable, royalty-free license to use, modify, and incorporate into the Platform any feedback, suggestions, or ideas provided by Provider, without any obligation or compensation.
7. License to Provider Content. Provider hereby grants to the Company a non-exclusive, royalty-free, worldwide, transferable, and sub-licensable license to use, reproduce, display, publish, distribute, and otherwise exploit Provider’s name, trademarks, logos, branding, service descriptions, and any other content or materials submitted by Provider to the Platform (collectively, “Provider Content”) solely in connection with the operation, promotion, and marketing of the Platform and the services available through it. Provider represents and warrants that it has all necessary rights, licenses, consents, and permissions to grant the foregoing license and that the use of Provider Content by the Company does not and will not infringe, misappropriate, or violate any intellectual property, privacy, or other rights of any third party.
8. Fees and Payment. The fee structure is attached in Exhibit A. The fee structure may be amended at the Company’s sole discretion, so long as said changes are posted 30 (thirty) days prior to the changes taking effect. If payment is not received by the Company within fifteen (15) days of the due date, Provider’s listing may be suspended. Reinstatement is at Company’s discretion and may include a reactivation fee. All fees are non-refundable except as expressly stated in this Agreement.
9. Audit. Company reserves the right to audit or monitor Provider’s content, listings, and use of the Platform for compliance purposes and may suspend or terminate access for any violations of this Agreement or any content or other policies established by the Company.
10. Disclaimers and Limitation of Liability. This Agreement does not establish any employment, joint venture, or agency relationship. Company does not guarantee Platform uptime, performance, results, or bookings. Company does not provide or endorse medical or wellness advice. Company’s total liability shall not exceed the total fees paid by Provider during the twelve (12) months preceding the claim. Neither party is liable for indirect or consequential damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO PROVIDER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Indemnification. Provider shall indemnify, defend, and hold harmless the Company, its affiliates, subsidiaries, directors, officers, employees, agents, successors, and assigns (collectively, “Company Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder (collectively, “Losses”), arising out of or resulting from:
    1. Any breach or non-fulfillment of any representation, warranty, covenant, or agreement made by Provider under this Agreement;
    2. Any negligent or more culpable act or omission of Provider (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement;
    3. Any bodily injury, death of any person, or damage to real or tangible personal property caused by the acts or omissions of Provider or any of its owners, employees, agents, or subcontractors;
    4. Any failure by Provider to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement;
    5. Any claim by a third party alleging that the Provider’s services, content, or materials infringe, misappropriate, or otherwise violate such third party’s intellectual property rights, privacy rights, publicity rights, or other legal rights;
    6. Any claim arising from or relating to a breach of Provider’s data security obligations or unauthorized access to or use of the Company’s systems or data;
    7. Any claim related to Provider’s failure to obtain or maintain required licenses, permits, or insurance coverage;
    8. Any claim arising from or relating to Provider’s violation of any applicable healthcare laws, regulations, or standards, including but not limited to HIPAA;
    9. Any claim arising from or relating to Provider’s non-compliance with the Americans with Disabilities Act or other accessibility requirements;
    10. Any claim arising from or relating to Provider’s violation of any applicable data protection or privacy laws, including but not limited to GDPR and CCPA.
12. Indemnification Procedure: The Company shall promptly notify Provider in writing of any claim for which it seeks indemnification and cooperate with Provider at Provider’s sole cost and expense. Provider shall immediately take control of the defense and investigation of such claim and shall employ counsel reasonably acceptable to the Company to handle and defend the same, at Provider’s sole cost and expense. Provider shall not settle any claim that affects the rights or obligations of the Company without the Company’s prior written consent, which shall not be unreasonably withheld or delayed. Provider shall reimburse the Company for any reasonable expenses incurred in assisting with the defense of any claim, including but not limited to costs associated with providing documentation, witnesses, or other support. In cases of comparative or contributory negligence, the Provider’s indemnification obligations shall apply to the extent of the Provider’s proportionate fault or responsibility for the Losses. Additionally, in cases of data breaches, violations, or complaints, add that Provider agrees to cooperate fully with investigations by the Company or any third party.
13. Termination. Company may terminate this Agreement with the Provider at any time, as determined in the Company’s sole discretion. Should the termination be due to the Provider’s breach of this Agreement or violation of any policies or community guidelines as established by the Company, termination by the Company may be immediate without any pro-rata refund for the portion of the month already paid by the Provider. Should the termination by the Company be for any other reason, the Company may either terminate this Agreement between billing cycles and offer a pro-rata refund for the remaining time in the month, or terminate this Agreement prior to the next payment by the Provider being processed, making the termination effective as of the first day of the next billing cycle. Provider may terminate this agreement with 30 (thirty) days written notice to the Company.
14. Data and Content Ownership. All data generated on the Platform, including but not limited to user data, analytics, and transactional information, is and shall remain the sole and exclusive property of the Company. Provider acknowledges and agrees that they acquire no ownership rights or interest in such data by virtue of this Agreement. The Company retains full discretion over its data retention policies, including the duration and manner in which data is stored, archived, or deleted. Provider agrees that the Company is under no obligation to retain or provide access to any data beyond the Company’s standard retention period. Any access to data generated on the Platform, including but not limited to user data, analytics, or transactional information, may be granted to the Provider solely at the Company’s discretion and under terms determined by the Company. Such access, if granted, shall be limited to the specific purposes outlined by the Company and may be revoked at any time without notice. Upon termination of this Agreement for any reason, Provider shall have no right to access, use, or retain any data generated on the Platform, unless otherwise agreed to in writing by the Company. The Company reserves the right to deny any post-termination access to data, including but not limited to user data, analytics, or transactional information. Provider agrees to promptly notify the Company of any unauthorized access, use, or disclosure of data or content generated on the Platform that comes to the Providers attention. Provider shall cooperate fully with the Company in investigating and addressing any such incidents. Provider agrees to implement and maintain appropriate data security measures, at their own expense, to protect any data or content accessed through the Platform from unauthorized access, use, or disclosure. Provider shall promptly notify the Company of any data breaches or security incidents involving such data or content and shall cooperate fully with the Company in addressing and resolving such incidents.
15. Non-Exclusivity. Provider acknowledges and agrees that the Company may offer access to the Platform and related services to other providers, including those who may offer similar or competing services. Nothing in this Agreement shall be construed to limit the Company’s right to engage with, promote, feature, or contract with any other health and wellness provider, including direct competitors of the Provider, at any time and in any geographic location. Provider further agrees that the Company makes no representations or guarantees regarding exclusivity, category protection, market share, or geographic limitations on the Platform. The Company is under no obligation to disclose the identity of any other providers on the Platform or to prevent multiple providers from offering overlapping or competing services within the same specialty, category, or geographic region.
16. Restrictive Covenants. For a period of twenty-four (24) months following the termination of this Agreement for any reason, Provider agrees not to directly or indirectly develop, operate, or participate in the creation or operation of any digital platform, website, or online Platform that offers substantially similar functionality to the Company’s Platform and is designed to promote, aggregate, or facilitate bookings for multiple health and wellness service providers. This restriction applies within the United States and any other markets where the Company actively operates or markets its services during the term of this Agreement. Provider acknowledges that this restriction is reasonable and necessary to protect the legitimate business interests, goodwill, and confidential information of the Company. During the term of this Agreement and for twenty-four (24) months thereafter, Provider shall not solicit, induce, or attempt to induce any client, customer, employee, or contractor of the Company to cease doing business with the Company or to join a competing platform.
17. Amendment and Modification. Company may modify this Agreement so long as said changes are posted 30 (thirty) days prior to the changes taking effect. Continued use of the Platform after such notice constitutes acceptance of the new or amended terms.
18. Third-Party Services. Company is not liable for third-party services linked through the Platform. Provider uses them at their own risk.
19. Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule.
20. Mandatory Arbitration. With the exception of a Fee Claim as outlined below, the Parties agree that any dispute regarding this Agreement shall be resolved by alternative dispute resolution, including, if necessary, a final and binding arbitration. The Company may bring a civil action in order to collect outstanding fees owed by the Provider (hereinafter referred to as a “Fee Claim”), and a Fee Claim is not subject to mandatory arbitration. Should the Company bring a Fee Claim, the Provider irrevocably waives the Provider’s right to bring any compulsory or permissive counterclaims against the Company, as those are subject to mandatory binding arbitration. The Company may elect to include a fee dispute in an arbitration, and is not required to bring the Fee Claim in civil court. Any arbitration hereunder shall be conducted under the rules of the JAMS. Each such arbitration shall be conducted by a sole arbitrator appointed by JAMS. Any such arbitration shall be held in Boston, Massachusetts. The arbitrator shall have the authority to grant specific performance. The Parties shall share the costs of the arbitrator. Failure to pay the arbitration fee to JAMS within 30 (thirty) days of the initial fee request shall result in a default of that party and judgment shall automatically be entered for the other Party. In any arbitration brought to enforce this Agreement, the successful Party will be entitled to receive its attorneys’ fees and costs with regard to any such arbitration from the Party against whom a judgment is entered by the arbitrator. The arbitrator shall be appointed by JAMS in accordance with its rules. The award rendered by the arbitrator shall be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction thereof. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Notwithstanding the foregoing, either party may seek emergency injunctive relief before a state or federal court in Massachusetts in order to maintain the status quo pending arbitration, and any such application shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties agree that any arbitration shall be limited to the dispute between the parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other; (b) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. The parties agree that any claim arising out of or related to this Agreement must be filed within one year after such claim arose; otherwise, the claim is permanently barred.
21. Third Party Investigations of Provider. Provider shall reimburse the Company for all costs and expenses (including reasonable attorneys’ fees and costs) incurred by the Company resulting from any third-party investigation of the acts or practices of Provider including, without limitation, any costs or expenses related to compliance with any third party subpoena or other discovery request. Should the Company be served with a third party subpoena in connection with Services it performed for Provider, the Company shall promptly advise Provider and consult with Provider regarding the Company’s response to the subpoena to the extent the subpoena seeks Provider data, documents, or information pertaining to Provider so that Provider may have an opportunity to seek appropriate relief.
22. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE. THE PLATFORM AND ANY RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY DOES NOT GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT PROVIDER WILL RECEIVE ANY CLIENT BOOKINGS, LEADS, OR INCREASED BUSINESS AS A RESULT OF PARTICIPATION ON THE PLATFORM. PROVIDER ASSUMES ALL RISK AS TO THE QUALITY, ACCURACY, SUITABILITY, AVAILABILITY, AND PERFORMANCE OF THE PLATFORM AND ITS USE.
23. Electronic Data Communication and Storage. In the interest of facilitating the Company’s services to the Provider, the Company may send data over the Internet, store electronic data via computer software applications hosted remotely on the Internet or allow access of data through third-party vendors’ secured portals or clouds. Electronic data that is confidential to the Provider may be transmitted or stored using third-party vendors’ portals or cloud-based applications. The Company may use third-party service providers to store or transmit this data. The Provider recognize and accept that the Company has no control over the unauthorized interception or breach of any communications or data once it has been sent or has been subject to unauthorized access, and consent to the Company’s use of these electronic devices and applications during this engagement. Company shall not be liable for a data breach or other actions or inactions of any third party.
24. Survival. The provisions of this Agreement that by their nature should survive termination shall so survive, including but not limited to those relating to intellectual property, data ownership, indemnification, limitation of liability, and dispute resolution.
25. Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or internet or utility outages.
26. Authority and Capacity. Provider has full power, right, and authority to enter into and perform its obligations under this Agreement, and doing so does not and will not violate any other agreement, obligation, or law applicable to Provider.
27. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the receiving party at the address or email provided below (or to such other address or email as may be designated by a party from time to time in accordance with this provision). All Notices must be delivered by (a) personal delivery, (b) a nationally recognized overnight courier (with all fees prepaid), (c) certified or registered mail (in each case, return receipt requested, postage prepaid), or (d) email (with confirmation of transmission and a copy sent by one of the foregoing methods). Except as otherwise provided in this Agreement, a Notice is effective only (i) upon receipt by the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section. To Company: To the agent and address listed for Pyli, LLC with the Massachusetts Secretary of the Commonwealth, Corporations Division. To Provider: To the email and/or mailing address provided during registration or as otherwise updated by Provider in writing.
28. Severability. If any portion of this agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of the terms set forth in this Agreement.
29. No Assignment. The Provider shall not assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the Company.
30. Integration. This Agreement comprises the entire understanding of the Parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the Parties relating to the subject matter of this Agreement.
31. No Third Party Beneficiaries. This Agreement is made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.
32. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

EXHIBIT A – FEES

Monthly fee of $22.22 per month.