Creator Terms

MasterHealth Technologies Inc.
Creator Terms

1. AGREEMENT TO CREATOR TERMS
   
   
   1. Please read these Creator Terms and conditions (the “Creator Terms” or this “Agreement”) carefully. MasterHealth Technologies Inc. and its affiliates (collectively, “MasterHealth”, “we”, “us”, or “our”) provide programs and services including via our mobile applications (the “App”) and our website (the “Website”) designed to help you organize, offer, and run health, fitness, nutrition, and other paid challenges and related communications and interactions with third persons (each a “Paid Challenge” or “Challenge” and our programs and services, the “Services”). 
      
      
   2. You (“Creator”, “User”, “you”, “your”) expressly consent to the terms of this Agreement by activating your “Creator Account”, by tapping the “Enable Creator Account” button within the Platform or indicating your acceptance of the Creator Terms including by email. You agree that you remain and are bound by our general Terms of Service and Privacy Policy which form part of this agreement and apply to all Challenges, which for all purposes are a Service, as that term is defined in the Service Terms. The eligibility to enter into these Creator Terms is the same as the eligibility requirements to enter into the Service Terms.. If you do not consent to these Creator Terms, please do not access or use Paid Challenges. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING CHALLENGES. THESE TERMS AFFECT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY ACCESSING OR USING A CHALLENGE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, IN WHOLE OR IN PART, THEN YOU ARE NOT PERMITTED TO USE OUR SERVICE. 
      
      
2. CHANGES TO CREATOR TERMS 

   
   We are constantly trying to improve our Services, so we may need to change the Creator Terms from time to time as well. We will alert you and other Service users (individually and collectively, “Users”) to changes by posting the revised Creator Terms on our Website and changing the “Last Revised” date at the top. It is your responsibility to check the Website periodically and review the Creator Terms. It governs your use of the Platform and Services, and you are responsible for reading and understanding them. You are bound by any changes to the Creator Terms when you use the Platform or Services after such changes have been posted. 
   
   

3. OUR ROLE 

   
   We provide a way for you to organize, offer and run Paid Challenges.Our role is purely that of an intermediary to facilitate these activities with participants that register or participate in these challenges (each a “Participant”). Our role includes providing a direct, real-time Person-to-Person connection between you and each individual Participant who joins your Paid Challenges so you can provide your services to them. Our Platform includes the framework for you to instantiate new Paid Challenges, set your own pricing, accept payments from Participants, and suggest content that you may in your sole judgement decide to share in part or in whole with your Paid Challenge Participants.
   
   

   As a provider of the Platform, MasterHealth is not a party to arrangements or agreements entered into by you and Participants. You are solely responsible for all aspects of Challenges including determining the health and safety benefits and risk and the suitability of Participants for the Challenges. Our role is limited to helping to connect you with Participants and offering Services to facilitate your Challenges.
   
   

   MasterHealth is not responsible for the quality, character or safety of any Challenges available through the Service and that is your sole responsibility. You are also responsible for vetting the appropriateness of Challenges for Participants and for monitoring Participants.
   
   

   MasterHealth has the authority to collect payment from Participants, which will be shared with you as set out below. MasterHealth also has the authority to provide certain discounts and promotional offers in connection with Challenges, which you will have the opportunity to opt-out of should you wish not to extend those offers to your Participants. The provision of the Challenges by you constitutes an agreement between you and the Participants. While all Participants must agree to our Service Terms, MasterHealth will not be a party to any agreement between you and Participants related to your Challenges.
   
   

4. YOUR OBLIGATIONS AND CONDUCT 

   
   For any Paid Challenge that you run, you will do your best to offer the best possible experience you can for each Participant. In your interactions, you agree to abide by our Community Standards and Guidelines. Violation of our Community Standards or Guidelines may result in a permanent ban from using MasterHealth Services including Paid Challenges, and we may cease to provide you any additional earnings and cancel any accrued earnings. You may not collect, use, transfer, disclose or process any personal information of persons who participate in Challenges, except as expressly permitted by our Privacy Policy. 
   
   

5. PRICING, REVENUE SHARE, PAYMENTS AND TAX WITHHOLDING
   
   
   1. You have the right to set prices for your Paid Challenges in your base currency. You may choose your own price starting at US$4.99 and greater; all prices must end with $X.99 to provide our Users and Participants with a consistent pricing experience. As we provide our Services in multiple Territories, we will at the time of your setting a price point set pricing automatically in other Territories at the end current Foreign Exchange (FX) rate between your Territory and other supported Territories. Upon converting your price into other currencies, we will round the converted amount to the nearest dollar less 1 cent to conform to our $X.99 consistent pricing experience. In some cases, this amount may be slightly more or less than the exact FX rate.
      
      
   2. MasterHealth will share Net Revenues (as defined below) with Creator as follows (the “Revenue Share”):
      
      
      1. you will earn 75% of Net Revenues from Participants who find and join your Paid Challenges directly from invite links you share; and
         
         
      2. you will earn 50% of Net Revenues from Participants who find and join your Paid Challenges through MasterHealth’s marketing or advertising initiatives, our viral growth engine which enables Participants to invite others they know to your Paid Challenge, or  our Challenge Discovery service, which you may opt-into, which is a section available in-app that shows your eligible Paid Challenge to our Users, and lets them learn more about you, read about the Paid Challenge you’re running, and allows them join and pay for it.
         
         
   3. Creators may be offered to participate in or opt-out of marketing campaigns that may offer discounts and incentives to Participants to join Paid Challenges. MasterHealth reserves the right to offer different Participants different discounts, and you can agree to a discount up to a certain amount for first time Participants of any Challenge offered by you.That way, by way of example only, we can offer some Participants $5 off and others $10 or more off, matching the value of their introductory promotion.
      
      
   4. For the purposes of this Agreement, the term Net Revenues means gross revenues recognized by MasterHealth from payments paid for by Participants and collected by Masterhealth for the Paid Challenges you organize, offer and run, less costs of sales such as fees paid for payment processing and credit card transaction fees, discounts or promotions, taxes, and refunds or credits.
      
      
   5. MasterHealth will remit your portion of the Revenue Share within 30 days following the end of each calendar month in which Net Revenues are received for Challenges that have ended, provided that your unpaid earnings balance exceeds $50 in your base currency. You acknowledge that the Net Revenues (and Revenue Share) will be calculated based on the generally accepted accounting principles in accounting standard ASC 606. MasterHealth will endeavour to keep records of the source of Net Revenues and these records shall be final and binding on the Parties.
      
      
   6. Payments from MasterHealth to you may be in the form of cheque, PayPal, or by direct deposit to a single bank account in accordance with our payment procedures by Territory as they may change from time to time. 
      
      
   7. If you are in the US and earn more than $600 in a calendar year, we are legally required to prepare and submit 1099 forms to the IRS. We will need you to provide us with a completed W-9 form in order to make this filing. If you are in Canada and earn more than $500 in a calendar year, we are legally required to prepare and submit a T4A to the CRA. We will need you to provide us with your full name, address and social insurance number in order to complete this filing. You are responsible for reporting any revenue you earn on your personal tax return and paying all taxes that apply. If you do not provide us with the information or forms we need to make legally required tax filings, we will pause payments to you of any additional earnings, and if after 1 year you have not yet provided us with the requested information, we may cancel any accrued earnings.
      
      
   8. MasterHealth shall be entitled to deduct from amounts payable to Creator hereunder withholding taxes which may be imposed by any governmental authority. If requested by you, we will forward to you a copy of any and all correspondence filed with governmental authorities directly relating to the reporting and/or payment of the withholding taxes due on account of the Revenue paid to you hereunder. We also agree to provide you with such reasonable assistance as may request and require in connection with any claim by you for a credit or refund of such withholding taxes. As a Creator with MasterHealth, you agree that you will not charge and collect revenues from participants of Your Paid Challenge outside of the MasterHealth app or website, or attempt to circumvent payment or a portion thereof to MasterHealth for Challenges run by you. Should MasterHealth become aware of such activities, we may cease to provide you any additional earnings and cancel any accrued earnings.
      
      
6. HEALTH AND MEDICAL SERVICE AND OTHER DISCLAIMERS
   
   WE DO NOT PROVIDE PROFESSIONAL MEDICAL OR SIMILAR SERVICES OR ADVICE. THE SERVICES INCLUDING THE SERVICES PROVIDED VIA THE PLATFORM ARE NOT AND SHOULD NOT BE CONSIDERED TO BE MEDICAL ADVICE OR OPINION AND THE PLATFORM IS NOT AND SHOULD NOT BE CONSIDERED TO BE A MEDICAL DEVICE UNDER APPLICABLE LAW. NO DOCTOR-PATIENT OR OTHER PROFESSIONAL RELATIONSHIP IS CREATED BY USE OF THE SERVICES OR THE PLATFORM AND THE SERVICES AND PLATFORM ARE NOT INTENDED TO TREAT ANY MEDICAL CONDITIONS OR FOR USE FOR MEDICAL EMERGENCIES. YOU AGREE THAT YOU SHALL NOT REPRESENT, OFFER, MARKET, ADVERTISE, OR SOLICIT PARTICIPANTS TO JOIN YOUR PAID CHALLENGES UNDER ANY EXPECTATIONS OR AUSPICES OF CREATING A DOCTOR-PATIENT OR OTHER PROFESSIONAL OR SIMILAR RELATIONSHIP, OR PROVIDING MEDICAL SERVICES, ADVICE, OR OPINION.FOR THE AVOIDANCE OF DOUBT, ALL OF THE EXCLUSIONS, DISCLAIMERS, AND LIMITATIONS OF LIABILITY IN THE SERVICE TERMS APPLY TO AND ARE INCORPORATED BY REFERENCE INTO THIS CREATOR AGREEMENT.
   
   
7. GOVERNING LAW AND DISPUTES
   
   This Agreement is to be governed by and construed under the laws of the Province of Ontario, excluding any body of law governing conflicts of law. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. Except to the extent specifically prohibited by applicable law in Your jurisdiction, any disagreement or dispute arising from or related to this Agreement shall be settled by final and binding arbitration to be conducted in Ontario, Canada in accordance with the Commercial Rules of the American Arbitration Association (“Rules”) and shall be heard by one arbitrator appointed in accordance with the said Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. Each Party shall bear one half of the costs associated with the arbitration proceedings. No dispute between the Parties, or involving any person but you, may be joined or combined together, without the prior written consent of MasterHealth. Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof. You irrevocably waive any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the exclusive jurisdiction of the courts located in the Province of Ontario, for any claims arising from or related to this Agreement than cannot be settled by arbitration. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.
   
   
8. TERM AND TERMINATION
   
   
   1. Termination. These Creator Terms will remain in full force and effect while you use our Services (including our Platform). We may terminate your use of, or access to, the Service in accordance with these Creator Terms including by providing you with no less than ten (10) days notice in writing.
      
      
   2. Effect of Termination; Survival. Termination of these Creator Terms automatically terminates all rights and licenses granted to you under these Creator Terms, including all rights to use the Services and Platform for Challenges, except all terms that by their nature may survive termination shall be deemed to survive such termination (including, without limitation, intellectual property, disclaimers, limitations of liability, User Content license, governing law and venue). Subsequent to termination, MasterHealth reserves the right to exercise whatever means it deems necessary to prevent your unauthorized use of the Services for Challenges. If this Creator Agreement terminates, MasterHealth reserves the right in its sole discretion to also terminate your use of the Platform and Services for other uses.
      
      
   3. Legal Action. If we, in our sole discretion, take legal action against you in connection with any actual or suspected breach of these Creator Terms, we will be entitled to recover from you as part of such legal action, and you agree to pay, our reasonable costs and lawyers’ fees incurred as a result of such legal action. MasterHealth will have no legal obligation or other liability to you or to any third party arising out of or relating to any termination of the Creator Terms.
      
      
9. MISCELLANEOUS TERMS
   
   
   1. If any provision of these terms shall be found by a court of competent jurisdiction to be unlawful, invalid, void or voidable, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
      
      
   2. We may assign our rights and obligations under these Creator Terms. These Creator Terms will inure to the benefit of our successors, assigns and licensees and upon any such assignment we shall be released of our obligations under this Agreement.
      
      
   3. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Creator Terms, or to exercise any right under the Creator Terms, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
      
      
   4. The parties have required that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y rattachent soient rédigés en anglais.
      
      
   5. This Agreement and the documents which we link to herein (including the Privacy Policy, and Community Standards and Guidelines) constitutes the entire agreement of the parties with respect to the subject matter hereof and there are no provisions, understandings, communications, representations, warranties, undertakings, collateral agreements or agreements between the Parties relating to the Platform or Services other than as set out in this Agreement. This Agreement supersedes any prior or contemporaneous provisions, understandings, communications, representations, warranties, undertakings, collateral agreements and agreements between the Parties, whether oral or written, with respect to the subject matter hereof, and You acknowledge that You have not relied on any of the foregoing in agreeing to enter into this Agreement. This Agreement may be amended at any time by MasterHealth.

Last Updated: August 28, 2023