MatUnity Academy Partner Terms and Conditions

Version 1.0

This agreement is between your academy ("you", "the Academy") and MatUnity Technologies Inc. ("MatUnity", "we", "us"), a corporation incorporated under the laws of the Province of Alberta, Canada.

This is a commercial agreement between businesses. You confirm that the person accepting it has authority to bind the Academy. Acceptance is given electronically and has the effect of a signature under Alberta's Electronic Transactions Act, SA 2001, c E-5.5.

1. The arrangement

1.1 MatUnity operates a marketplace on which you may publish unused mat capacity ("MatSessions") for booking by verified athletes.

1.2 MatUnity is your agent for collecting payment and nothing more. We are not your partner, joint venturer, employer, employee, franchisor or landlord. We do not operate your facility, direct your instruction, or control who trains at your academy beyond enforcing the criteria you yourself set.

1.3 You remain the occupier of your premises and the provider of the training. The contract to deliver a session is between you and the athlete.

1.4 Nothing in this agreement grants exclusivity in either direction. You may list your capacity elsewhere; we may list other academies, including ones near you.

2. Becoming and staying listed

2.1 Before you may publish a session you must complete business verification, identify an authorised representative, and provide the documents we request.

2.2 You must hold and maintain commercial general liability insurance of not less than CAD 2,000,000 per occurrence, covering the activities you offer on the platform and the presence of non-member participants on your premises. You will provide the policy number and expiry date and will keep them current.

2.3 We re-check insurance validity every time you publish a session, not once at signup. Coverage that has lapsed is the same exposure as coverage you never had, and while it is lapsed you cannot publish.

2.4 You will tell us within five business days if your insurance is cancelled or materially changed, if your business ceases to be validly registered in Alberta, or if you become aware of a claim relating to a MatUnity booking.

2.5 MatUnity may decline, suspend or remove a listing, or suspend your account, where verification lapses, where insurance is not in force, where there is an unresolved safety concern, or where you are in breach of this agreement.

3. Your obligations to athletes

3.1 You will accurately describe each session, including discipline, format, experience level, minimum age, capacity, required equipment, house rules and the facilities available.

3.2 You will honour a confirmed booking, admit the athlete, and deliver the session as described. Where you must cancel, you will do so as early as possible through the platform so the athlete is refunded in full and notified.

3.3 You will maintain your premises and equipment in a condition that meets your duty as an occupier under Alberta's Occupiers' Liability Act, RSA 2000, c O-4, and will comply with all applicable law, including municipal licensing and health requirements, the Alberta Human Rights Act, RSA 2000, c A-25.5, and occupational health and safety legislation as it applies to your staff.

3.4 You will ensure that personnel supervising MatUnity sessions are competent to do so, and that where any participant under the age of majority is present at your facility your own screening — including criminal record and vulnerable sector checks where appropriate — has been carried out.

3.5 You will record attendance through the platform's check-in process. Attendance is what makes a session complete, releases your payout and enables reviews, so failing to check athletes in delays your own payment.

3.6 You will report any injury, safety concern or property damage arising from a MatUnity booking through the platform promptly.

3.7 You will not use athlete contact details obtained through MatUnity to solicit bookings outside the platform, and will not require or invite a MatUnity-sourced athlete to pay you directly for mat time.

4. Fees, payment and tax

4.1 You set the price of each session. MatUnity charges the athlete a separate service fee, disclosed to the athlete before payment, which is MatUnity's revenue and not deducted from your price.

4.2 Athlete payments are collected by our payment processor and held until the session is complete and the athlete's dispute window has closed. Your earnings then become payable and are transferred to the account you connect.

4.3 MatUnity does not take custody of your money. Funds are held by the payment processor. You must complete the processor's own onboarding, including its identity and banking requirements, before any payout can be made. Athletes can book and pay before that is done; your earnings are simply held until it is.

4.4 Where a refund is due to an athlete, the portion attributable to your session price is deducted from your earnings and MatUnity's service fee is refunded by MatUnity. Where a refund arises from your cancellation or your breach, MatUnity may recover the full refunded amount from your earnings or invoice you for it.

4.5 You are responsible for your own taxes. You will determine whether you are required to register for and collect GST under the Excise Tax Act (RSC 1985, c E-15) on the sessions you sell, will remit what is due, and will indemnify MatUnity for any assessment arising from your failure to do so. MatUnity accounts for tax on its own service fee only. Alberta has no provincial sales tax.

4.6 You will keep records of MatUnity bookings sufficient to satisfy the Income Tax Act and Alberta business record requirements.

4.7 MatUnity may change its fee structure on not less than 30 days' written notice. Sessions already booked are unaffected.

5. Data and privacy

5.1 Both parties handle personal information in accordance with Alberta's Personal Information Protection Act, SA 2003, c P-6.5, and PIPEDA where information crosses provincial or national borders.

5.2 MatUnity discloses to you only what you need to host an athlete safely: name, photograph, discipline, experience level, emergency contact, and the booking and attendance record. You will not receive identity documents, dates of birth, payment details or an athlete's history at other academies.

5.3 You may use athlete personal information only to deliver the booked session and to meet your legal obligations. You will not add a MatUnity athlete to a marketing list, sell or disclose their information, or retain it longer than your legal obligations require.

5.4 You will notify MatUnity without delay of any loss or unauthorised access affecting athlete personal information you received through the platform, and will cooperate with any resulting assessment of real risk of significant harm and notification obligations.

5.5 You keep ownership of your academy's photographs, descriptions and marks, and grant MatUnity a non-exclusive, royalty-free licence to display and promote them in connection with the marketplace.

6. Reviews and reputation

6.1 Reviews are attendance-based. Only an athlete who attended and was checked in may review you, and only you may review that athlete. Both reviews publish together or, if one side does not write, when the review window closes.

6.2 You will not offer any inducement for a favourable review, review yourself through an athlete account, or retaliate against an athlete for an unfavourable one. Reviewing an academy of which you are an active member is blocked by the platform, and attempting to circumvent that is a material breach of this agreement.

7. Liability and indemnity

7.1 You are responsible for what happens on your mats. You will indemnify and hold harmless MatUnity, its directors, officers, employees and agents from all claims, losses, damages, penalties and reasonable legal costs arising from: injury or death occurring at your facility; the condition of your premises or equipment; the acts or omissions of your personnel; your breach of this agreement; your failure to maintain insurance; and any tax, employment or regulatory liability of yours.

7.2 MatUnity's total liability to you arising out of or relating to this agreement is limited to the total service fees MatUnity earned on your bookings in the twelve months before the event giving rise to the claim.

7.3 Neither party is liable to the other for indirect, incidental, consequential, special or punitive damages, or for loss of profit, opportunity, data or goodwill.

7.4 Sections 7.2 and 7.3 do not apply to a party's gross negligence or wilful misconduct, to your indemnity under 7.1, or to any liability that cannot be limited under Alberta law.

7.5 The platform is provided on an "as is" basis. MatUnity does not warrant a volume of bookings, a level of revenue, or continuous availability.

8. Term, suspension and termination

8.1 This agreement runs until terminated. Either party may terminate on 30 days' written notice.

8.2 MatUnity may suspend your listings immediately, without notice, where insurance is not in force, where there is a credible and unresolved safety concern, where fraud is suspected, or where law requires it. We will tell you the reason as soon as we reasonably can.

8.3 On termination you will honour every already-confirmed booking, or cancel it and bear the resulting refunds under section 4.4. Earnings for sessions already delivered are paid out in the ordinary course.

8.4 Sections 4.4 to 4.6, 5, 7, 9 and 10 survive termination.

9. Governing law and dispute resolution

9.1 This agreement is governed by the laws of the Province of Alberta, Canada and the federal laws of Canada applicable in Alberta.

9.2 The parties will first attempt to resolve any dispute by good-faith negotiation between senior representatives within 30 days of written notice.

9.3 Failing that, the dispute will be finally resolved by arbitration before a single arbitrator under Alberta's Arbitration Act, RSA 2000, c A-43, seated in Calgary, Alberta, in English. The parties will share the arbitrator's fees equally, and the arbitrator may award costs.

9.4 Section 9.3 does not prevent either party from seeking injunctive or other urgent relief from the Court of King's Bench of Alberta, and does not apply to the collection of an undisputed debt.

9.5 This arbitration provision applies because both parties are businesses. It is deliberately absent from MatUnity's athlete terms, where the athlete is a consumer.

10. General

10.1 The parties are independent contractors. Nothing here creates a partnership, agency beyond the payment-collection agency in 1.2, employment, or franchise relationship.

10.2 Neither party may use the other's marks except as this agreement permits, and each will follow the other's reasonable brand guidance.

10.3 You may not assign this agreement without MatUnity's written consent. MatUnity may assign it on a reorganisation or sale of its business.

10.4 An unenforceable provision is severed; the remainder continues.

10.5 MatUnity may amend this agreement on 30 days' notice, published as a numbered version with a summary of the change. Where a change materially affects your rights or obligations you will be asked to accept the new version before publishing further sessions.

10.6 Notices to MatUnity go to contact@matunity.com; notices to you go to the authorised representative's address on your academy record.

10.7 This agreement is the entire agreement between the parties on this subject and supersedes prior discussions.