SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS

Welcome, and thank you for your interest in GymWasp Ltd ("GymWasp Ltd") and GymWasp Ltd' GymWasp fitness and training platform. Please read these Software License Agreement Terms and Conditions ("T&Cs") carefully.

To access our Software, the Customer must create an account on the GymWasp platform and accept these T&Cs (the act of creating an account and accepting these T&Cs is hereafter referred to as an "Order"). As part of the registration process, you must identify yourself as the user ("Customer"). Each Order will also identify which of GymWasp Ltd' commercially available software product(s) and service tier(s) may be used by Customer pursuant to such Order (the "Software") and the applicable service plan. For clarity, all references to "Software" in this Agreement include any bug fixes, patches, major or minor releases, changes, enhancements, or modifications to the Software that GymWasp Ltd makes available to Customer as part of Support and Maintenance under the applicable Order ("New Releases").

These T&Cs, together with the Order(s), any applicable Support Policy (as identified in each Order), and any other policies and terms referenced in the Documentation for the Software, the terms of which are hereby incorporated by reference, collectively constitute the "Agreement". THIS AGREEMENT SETS FORTH THE LEGALLY BINDING CONTRACT BETWEEN GYMWASP LTD AND CUSTOMER THAT GOVERNS USE OF THE SOFTWARE AND IS LEGALLY BINDING ON THE PARTIES. BY CLICKING "I ACCEPT," OR EXECUTING AN ORDER, YOU REPRESENT AND WARRANT THAT YOU: (1) WISH TO USE THE SOFTWARE, AND (2) HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. BY CHECKING "I ACCEPT", EXECUTING OR SUBMITTING AN ORDER, OR OTHERWISE AGREEING TO BE BOUND BY THE TERMS HEREOF, CUSTOMER IS ACCEPTING AND AGREEING TO BE BOUND BY ALL OF THE PROVISIONS OF THIS AGREEMENT.

If GymWasp Ltd has made the Software (or any portion thereof) available to Customer under an "unpaid" license tier or otherwise on a "no cost", "free trial", "pilot" or "pre-release" basis, then unless expressly indicated in the applicable Order and notwithstanding anything to the contrary in this Agreement: (i) GymWasp Ltd will be free to terminate or suspend Customer's license to such Software for any reason at any time and without liability of any kind, and Customer agrees to promptly cease using such Software upon request, and (ii) GymWasp Ltd' limited warranties set forth in Section 8, GymWasp Ltd' obligations under Section 7, and any Support Policies will not apply to such Software. Notwithstanding any other provision of this Agreement, any such access or Software is provided on an "AS IS" and "AS AVAILABLE" basis without warranty or support of any kind, express or implied.

This Agreement is subject to occasional revision, and GymWasp Ltd reserves the right to modify fees for accessing or using the Software in the future. See Section 9.5 of these T&Cs for further information about changes to these T&Cs.

Customer acknowledges and agrees that the Software is intended for personal fitness and training purposes. Customer hereby represents and warrants to GymWasp Ltd that it is entering into this Agreement for lawful purposes and in accordance with these T&Cs.

1. OVERVIEW; REGISTRATION

1.1 Generally. This Agreement governs Customer's use of and access to the Software and any related Support and Maintenance that is set forth in one or more Order(s). The Software and its permitted use are further described in GymWasp Ltd' standard, published documentation for the Software (which may be accessible via GymWasp Ltd' website or from within GymWasp Ltd' application), as may be updated by GymWasp Ltd from time to time in its sole discretion (the "Documentation"). An Order may also identify other limitations on use of the Software, such as the number of resources that the Software can be connected to or other applicable restrictions on use (collectively, the "Use Limitations"). For clarity, GymWasp Ltd will not be required, by virtue of this Agreement or otherwise, to provide to Customer any other software, services, features or functionality which are not expressly covered by an Order.

1.2 Accounts. Customer may be asked to create an account with GymWasp Ltd (each, an "Account") and Customer agrees to provide all information as prompted in the account registration process. Customer represents and warrants that: (i) all required Account registration information submitted is truthful and accurate; and (ii) Customer will maintain the accuracy of such information. Customer is responsible for maintaining the confidentiality of all Account login information and is fully responsible for all activities that occur under Customer's Account. GymWasp Ltd will collect and use any information provided by Customer as part of the Account creation process in accordance with its Privacy Policy, currently located at gymwasp.com/legal.

1.3. Authorized Users. Customer will only permit the Account and the Software to be accessed by persons authorized by Customer ("Authorized Users"), provided that Customer shall remain liable for all acts and omissions of such users. Customer will use reasonable efforts to prevent any unauthorized access or use of the Account and the Software. Customer agrees to immediately notify GymWasp Ltd of any unauthorized use, or suspected unauthorized use, of the Account or Software. GymWasp Ltd will not be liable for any loss or damage arising from any unauthorized use of the Account or Customer's failure to comply with the above requirements.

1.4. Age Requirements. The Software is not intended for use by, and may not be accessed or used by, any individual under the age of sixteen (16) years. In jurisdictions where the applicable minimum age for entering into a binding agreement, consenting to the processing of personal data, or using fitness-related software is higher than sixteen (16) years, Customer must meet the higher age threshold required under the laws of that jurisdiction. By accepting this Agreement, Customer represents and warrants that Customer is at least sixteen (16) years of age, or such higher minimum age as may be required by applicable law in Customer's jurisdiction. GymWasp Ltd reserves the right to request verification of age at any time and to immediately suspend or terminate, without prior notice or liability, any Account that GymWasp Ltd reasonably believes is held by or operated on behalf of an individual who does not meet the applicable minimum age requirement. If you are a parent or guardian and believe that a minor under the applicable age threshold has created an Account or is using the Software without appropriate consent, please contact GymWasp Ltd at support@gymwasp.com so that we may take appropriate action.

2. Software License and Restrictions

2.1. Software License. Subject to Customer's ongoing compliance with this Agreement (including timely payment of all applicable fees), GymWasp Ltd grants Customer a non-exclusive, non-transferable, non-sublicensable license, during the applicable License Term (as defined in Section 3.1 below), to use the Software and Documentation solely for Customer's own purpose and in accordance with the Documentation and the applicable Use Limitations.

2.2. Delivery. GymWasp Ltd will make the Software available electronically. Customer is responsible for accessing its Account to determine that the Order is processed.

2.3. Restrictions. The Software and Documentation are made available to Customer solely for its own use. To the maximum extent permitted by applicable law, Customer shall not, directly or indirectly, and shall not authorize any person to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code or non-public elements of the Software; (ii) translate, adapt, or modify; (iii) write or develop any program based upon or incorporate into any product or service Customer provides to a third party; (iv) use in any manner for the purpose of developing, distributing or making accessible products or services that compete with the Software; (v) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in any rights in the Software; (vi) make available on a service bureau basis, or otherwise access or use for the benefit of a third party; (vii) allow unauthorized persons to have access to; (viii) transmit unlawful, infringing or harmful data, content or code to or from; (ix) circumvent any mechanism intended to limit use of; (x) alter or remove any trademarks or proprietary notices contained in or on; (xi) perform or publish any performance or benchmark tests or analyses relating to; or (xii) otherwise use except as expressly permitted hereunder, in each case of (i)–(xii), in whole or in part, the Software and Documentation.

2.4. Permitted Use; Prohibited Activities. The Software is designed and intended exclusively for lawful personal fitness training, exercise planning, health and wellness tracking, and related fitness purposes (collectively, "Permitted Uses"). Customer shall use the Software solely for Permitted Uses. Without limiting the generality of the foregoing or any other restrictions set forth in this Agreement, Customer shall not use, or permit any Authorized User or third party to use, the Software for any purpose other than the Permitted Uses, including without limitation: (i) generating content intended to harass, threaten, bully, stalk, or intimidate any individual; (ii) creating exercise programmes or physical challenges designed to cause deliberate harm, injury, or distress to any person; (iii) producing content of a sexual, obscene, or pornographic nature; (iv) facilitating or promoting any form of illegal activity, including but not limited to the manufacture, distribution, or use of controlled substances or prohibited performance-enhancing drugs; (v) generating content that promotes disordered eating, self-harm, or any activity that endangers the physical or mental health of any individual; (vi) circumventing or attempting to manipulate the Software's AI systems to produce outputs unrelated to fitness and training; (vii) using the Software to provide commercial personal training, coaching, or fitness advisory services to third parties without the prior written consent of GymWasp Ltd; or (viii) any other use that GymWasp Ltd, in its sole and reasonable discretion, determines to be inconsistent with the Permitted Uses or harmful to GymWasp Ltd, its users, or any third party (collectively, "Prohibited Activities"). GymWasp Ltd reserves the right to investigate any suspected Prohibited Activity and, without prior notice or liability, to immediately suspend or terminate Customer's Account and access to the Software upon determining, in its sole discretion, that Customer has engaged in any Prohibited Activity. Any such termination shall be in addition to, and not in lieu of, any other rights or remedies available to GymWasp Ltd under this Agreement or at law.

2.5. Third Party Open Source Software. The Software may include third party open source software. To the extent required by the applicable third party open source licensor, such third party open source will be governed by the applicable open source licenses.

2.6. Support and Maintenance. Each Order will identify if it includes Support and Maintenance. During the License Term for each Order that includes Support and Maintenance, GymWasp Ltd will use commercially reasonable efforts to provide Support and Maintenance for the Software. Support and Maintenance for Software includes access to New Releases, if and when made generally commercially available.

3. FEES; PAYMENT

3.1. License Term and Renewals. The duration of Customer's initial license term will be as set forth in the Order ("Initial License Term"). Unless otherwise indicated, the License Term will automatically renew for additional consecutive terms until terminated or not renewed by Customer or GymWasp Ltd. All renewals are subject to the applicable Software continuing to be offered and will be charged at GymWasp Ltd' then-current published rates.

3.2. Canceling Renewing Subscriptions. Unless otherwise set forth in an Order, either party may opt not to renew by providing at least twenty (20) days' notice. Customer should send notices of non-renewal to support@gymwasp.com or in the billing section on their Account.

3.3. Fees. Customer agrees to pay to GymWasp Ltd any fees for the Software and Support and Maintenance that Customer purchases or uses in accordance with the pricing and payment terms set forth in the Order. Fees paid by Customer are non-refundable, except as provided in this Agreement or when required by applicable law.

3.4. Taxes. Prices do not include, and Customer must pay or reimburse GymWasp Ltd for, all applicable taxes, fees, or duties arising out of this Agreement (other than taxes based on GymWasp Ltd' net income).

3.5. Overdue Amounts. GymWasp Ltd may charge Customer interest on overdue fees at the rate of 1.5% per month (or the highest rate permitted by applicable law, if less) on the amount overdue.

4. TERM AND TERMINATION

4.1. Term. This Agreement will start on the effective date of Customer's first Order and, unless terminated earlier, will continue until all Orders hereunder have expired or been terminated. GymWasp Ltd may close Customer's Account upon termination of this Agreement.

4.2. Termination for Cause. GymWasp Ltd may terminate this Agreement by written notice if Customer fails to pay within ten (10) days after notice of nonpayment. Either party may terminate this Agreement if: (i) the other party is in material breach and the breach is not cured within 30 days after written notice; or (ii) the other party files for or is adjudicated bankrupt.

4.3. Effect of Termination. Upon termination: (i) all outstanding licenses will automatically terminate; (ii) all outstanding payment obligations become due immediately; and (iii) Customer will delete or destroy all copies of the Software. Sections 2.3, 3, 4.3 and 5 through 9 survive termination.

5. OWNERSHIP

5.1. Ownership. The Software and Documentation are made available on a limited license or access basis, and no ownership right is conveyed to Customer. Watson Ltd and its licensors will retain all right, title and interest, including all intellectual property rights, in and to the Software and Documentation. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY GYMWASP LTD.

5.2. Feedback. Customer hereby grants to GymWasp Ltd a worldwide, irrevocable, perpetual, sublicensable, royalty-free right and license to use and exploit without restriction all feedback and suggestions provided by Customer ("Feedback"), including any information about operating results, known or suspected bugs, errors, suggested modifications, and user-desired features, regarding the Software.

6. CONFIDENTIALITY

6.1. Definition of Confidential Information. "Confidential Information" means (i) any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as "confidential," and (ii) information otherwise reasonably expected to be treated in a confidential nature. The non-public features of the Software are the Confidential Information of GymWasp Ltd. However, Confidential Information does not include information which (a) is or becomes generally known to the public; (b) was already in the Receiving Party's possession; (c) is lawfully obtained from a third party; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

6.2. Use and Maintenance of Confidential Information. Neither party shall use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under this Agreement. Each party will take reasonable measures to protect the secrecy of the Confidential Information of the other party.

7. INDEMNIFICATION

7.1. By GymWasp Ltd. GymWasp Ltd will defend at its expense any suit brought against Customer based on a claim that the Software constitutes a direct infringement of a third party's copyright or trade secret, provided that Customer provides GymWasp Ltd with prompt written notice, sole control over the defense, and all requested assistance.

7.2. Disclaimer. SECTION 7.1 STATES THE ENTIRE LIABILITY OF GYMWASP LTD, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE.

7.3. By Customer. Customer shall indemnify, defend and hold harmless GymWasp Ltd and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the "GymWasp Ltd Entities") from and against any third party claim, loss, or damage arising out of or relating to Customer's violation of Section 2.3.

8. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY

8.1. General Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

8.2. Limited Performance Warranty. GymWasp Ltd warrants that for at least ninety (90) days from the date of initial delivery of the Software ("Warranty Period"), the Software will perform in all material respects in accordance with its Documentation.

8.3. Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (i) THE SOFTWARE AND DOCUMENTATION IS PROVIDED ON AN "AS IS" BASIS; (ii) THE GYMWASP LTD ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, LOSS OF DATA, INACCURATE DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE OR RELIANCE. THE GYMWASP LTD ENTITIES DO NOT WARRANT THAT THE SOFTWARE WILL BE SECURE, UNINTERRUPTED OR FREE OF ERRORS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GYMWASP LTD OR THE SOFTWARE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. GYMWASP LTD WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE GYMWASP LTD ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER'S USE OF OR ACCESS TO THE SOFTWARE OR ANY RESULTS OR RECOMMENDATIONS GENERATED VIA THE SOFTWARE. CUSTOMER UNDERSTANDS AND AGREES THAT USE OF THE SOFTWARE IS AT CUSTOMER'S OWN DISCRETION AND RISK. THE SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE. THE GYMWASP LTD ENTITIES SPECIFICALLY DISCLAIM ANY WARRANTY OF FITNESS FOR SUCH ACTIVITIES. NOTWITHSTANDING THE FOREGOING, THE GYMWASP LTD ENTITIES DO NOT DISCLAIM ANY WARRANTY THAT THEY ARE PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

8.4. Limitation of Liability. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE THE LIABILITY OF EITHER PARTY FOR: (i) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, (ii) FRAUD OR FRAUDULENT MISREPRESENTATION, OR (iii) ANY OTHER LIABILITY THAT CANNOT BE LAWFULLY EXCLUDED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE GYMWASP LTD ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE GYMWASP LTD ENTITIES' TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF ONE HUNDRED POUNDS (£100) OR THE AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.

8.5. Artificial Intelligence and Non-Deterministic Outputs. Customer acknowledges and agrees that the Software incorporates artificial intelligence and machine learning technologies (collectively, "AI Features") that are inherently non-deterministic in nature. As such, the AI Features may produce varying outputs, recommendations, workout plans, coaching suggestions, and other content (collectively, "AI-Generated Content") in response to identical or substantially similar inputs, and such variance is an expected and normal characteristic of the Software's operation. GymWasp Ltd makes no representation or warranty that AI-Generated Content will be consistent, reproducible, or free from error or anomaly. The Software provides tools, including but not limited to plan regeneration, workout replanning, and alternative exercise suggestions, that are designed to enable Customer to review, modify, and regenerate AI-Generated Content at Customer's discretion. Customer is solely responsible for evaluating the suitability and accuracy of any AI-Generated Content before acting upon it and for utilizing the available tools to address any AI-Generated Content that Customer deems unsuitable or anomalous. GymWasp Ltd shall bear no liability whatsoever for any loss, injury, or damage arising from Customer's reliance upon AI-Generated Content without independent evaluation.

8.6. No Medical or Professional Fitness Advice. THE SOFTWARE IS PROVIDED FOR INFORMATIONAL AND GENERAL FITNESS PURPOSES ONLY. GYMWASP LTD IS NOT A REGISTERED PERSONAL TRAINER, PHYSIOTHERAPIST, MEDICAL PRACTITIONER, OR OTHER CERTIFIED HEALTH OR FITNESS PROFESSIONAL, AND THE SOFTWARE DOES NOT CONSTITUTE, AND SHALL NOT BE CONSTRUED AS, MEDICAL ADVICE, CLINICAL GUIDANCE, PHYSIOTHERAPY, PERSONAL TRAINING, OR ANY OTHER FORM OF PROFESSIONAL HEALTH OR FITNESS COUNSEL. ALL EXERCISE PROGRAMMES, WORKOUT PLANS, TRAINING RECOMMENDATIONS, AND OTHER FITNESS-RELATED CONTENT GENERATED BY THE SOFTWARE ARE PRODUCED BY AUTOMATED SYSTEMS AND HAVE NOT BEEN REVIEWED OR APPROVED BY A QUALIFIED HEALTH OR FITNESS PROFESSIONAL. CUSTOMER IS STRONGLY ENCOURAGED TO CONSULT WITH A QUALIFIED MEDICAL PRACTITIONER, CERTIFIED PERSONAL TRAINER, OR OTHER APPROPRIATE HEALTH OR FITNESS PROFESSIONAL BEFORE COMMENCING, MODIFYING, OR CONTINUING ANY EXERCISE PROGRAMME OR PHYSICAL ACTIVITY SUGGESTED BY THE SOFTWARE, PARTICULARLY IF CUSTOMER HAS ANY PRE-EXISTING MEDICAL CONDITIONS, INJURIES, DISABILITIES, OR OTHER HEALTH CONCERNS. CUSTOMER REPRESENTS AND WARRANTS THAT CUSTOMER IS MEDICALLY FIT TO ENGAGE IN PHYSICAL EXERCISE AND TRAINING ACTIVITIES. THE SOFTWARE IS NOT SUITABLE FOR, AND SHOULD NOT BE USED BY, INDIVIDUALS WHO ARE PREGNANT, RECOVERING FROM SURGERY, OR OTHERWISE NOT MEDICALLY CLEARED FOR PHYSICAL ACTIVITY, UNLESS CUSTOMER HAS OBTAINED PRIOR APPROVAL FROM A QUALIFIED MEDICAL PRACTITIONER. IF CUSTOMER IS IN ANY DOUBT AS TO CUSTOMER'S MEDICAL FITNESS TO USE THE SOFTWARE, CUSTOMER MUST SEEK MEDICAL ADVICE BEFORE USING THE SERVICE. CUSTOMER ASSUMES ALL RISK OF INJURY, ILLNESS, OR OTHER HARM ARISING FROM OR RELATED TO CUSTOMER'S USE OF OR RELIANCE UPON THE SOFTWARE'S FITNESS-RELATED CONTENT, AND GYMWASP LTD EXPRESSLY DISCLAIMS ALL LIABILITY IN CONNECTION THEREWITH TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

9. GENERAL PROVISIONS

9.1. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that GymWasp Ltd may assign this Agreement as part of a corporate reorganization, change of control, merger, or sale of substantially all of its assets.

9.2. Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance due to any cause beyond its reasonable control, including war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet.

9.3. Governing Law. This Agreement will be governed and interpreted by and under the laws of England and Wales. Any legal action arising out of or related to this Agreement must be brought solely and exclusively in the courts of England and Wales, and each party irrevocably submits to the sole and exclusive personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

9.4. Modifications to this Agreement. GymWasp Ltd may modify these T&Cs from time to time by giving notice to Customer through GymWasp Ltd' online user interfaces, by sending Customer an email, or by prominently posting notice of the changes to Customer's Account. Customer may be required to click to accept or otherwise agree to the modified T&Cs in order to continue using the Software, and continued use of the Software after the modified version becomes effective will constitute Customer's acceptance.

9.5. Miscellaneous. This Agreement is the sole agreement of the parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings. This Agreement may only be amended by a writing signed by both parties (except as set forth in Section 9.4). Any provision found to be unlawful or unenforceable shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision. Notices to GymWasp Ltd should be sent to support@gymwasp.com.