City Operator License Agreement

1. Territory License Grant

Deal Punch ("Platform") grants you ("Operator") a non-exclusive, revocable license to operate the Deal Punch marketplace within a specific city territory ("Licensed City"). This license permits you to recruit local business partners, manage deal listings, and earn commissions on transactions occurring within your Licensed City.

• This license is non-exclusive. The Platform reserves the right to operate in any city directly or through other means at its discretion.
• This agreement does not constitute a franchise, partnership, joint venture, employer-employee relationship, or agency arrangement. Nothing in this agreement shall be construed to create any such relationship.
• You are an independent contractor. You are solely responsible for your own business operations, taxes, insurance, and compliance with applicable laws.
• The Platform may revoke this license under the conditions stated in Section 5 of this agreement.

2. Fees and Payment

The following fees apply to the City Operator License:

• City Claim Fee: A one-time, non-refundable fee of $299 to $499 (as listed at the time of purchase) to activate your Licensed City. This fee secures your city assignment and is not refundable under any circumstances, including license revocation.
• Monthly Operator Subscription: $79 per month, billed automatically via Stripe. This fee covers platform infrastructure, AI agent access, subdomain hosting, and ongoing support.
• Platform Processing Fee: $0.50 per deal transaction or 1% of the deal price, whichever is greater. This fee is deducted from each transaction before commission calculation.
• Platform Margin:30% of the Operator's 10% commission on each deal sold. This margin is retained by the Platform from the Operator's commission earnings.

All fees are subject to change with a minimum of 30 days' written notice delivered to the Operator's registered email address. Continued use of the Platform after the notice period constitutes acceptance of the updated fee structure.

3. Revenue and Payouts

• The Operator earns a 10% commission on each deal sold within their Licensed City.
• The Platform retains 30% of the Operator's commission as a platform margin, plus the applicable processing fee per transaction.
• Net Operator earnings equal approximately 7% of gross deal revenue (10% commission minus the 30% platform margin), less any per-transaction processing fees.
• Payouts are processed on a monthly basis. The minimum payout threshold is $100. Balances below the threshold roll over to the following month.
• Payouts are delivered via Stripe Connect within 5 to 7 business days of processing. Operators must maintain a valid Stripe Connect account in good standing.
• The Platform reserves the right to withhold payouts in cases of suspected fraud, unresolved disputes, or outstanding obligations.

4. Operator Obligations

As a City Operator, you agree to the following obligations:

• Active Operations: You must maintain active operations within your Licensed City, including merchant recruitment, deal management, or partner support, within a rolling 30-day window. Inactivity thresholds and consequences are described in Section 5.
• Lawful Conduct: You must comply with all applicable local, state, and federal laws, including but not limited to consumer protection, advertising, anti-spam, and tax regulations.
• No Spam or Fraud:You must not engage in unsolicited mass communications, deceptive marketing, fraudulent transactions, or any activity that could harm the Platform's reputation or user trust.
• Restricted Markets: You must not operate in markets that the Platform has designated as restricted. The current list of restricted markets is maintained by the Platform and communicated to Operators.
• Tax Compliance: You are solely responsible for reporting and paying all applicable taxes on your earnings. The Platform may issue IRS Form 1099-NEC for earnings exceeding $600 in a calendar year.
• Brand Guidelines: You must use the Deal Punch name, logos, and branding materials only as authorized by the Platform. Unauthorized modification of Platform branding is prohibited.

5. Activity Requirements and Revocation

The City Operator License is contingent on active participation:

• 21 Days of Inactivity:If the Platform detects no qualifying activity (deal creation, merchant outreach, partner signups, or deal sales) for 21 consecutive days, a warning email will be sent to the Operator's registered email address.
• 30+ Days of Inactivity After Warning: If no qualifying activity occurs within 30 days following the warning, the City Operator License will be automatically revoked. The Licensed City will be returned to the Platform for reassignment.
• Immediate Revocation:The Platform may revoke a license immediately and without prior notice for: fraud or fraudulent transactions, spam or deceptive marketing practices, violations of applicable law, material misrepresentation in the application or ongoing operations, or conduct that harms the Platform's reputation or users.
• Platform Discretion:The Platform reserves the right to revoke any City Operator License for any reason with 30 days' written notice.
• Effect of Revocation: Upon revocation, the Operator loses access to their Licensed City, operator dashboard, and associated tools. The one-time city claim fee is non-refundable. Any outstanding earned commissions above the minimum payout threshold will be paid out within 30 days, less any fees or outstanding obligations.

6. Platform Rights

• The Platform may operate any city directly as a "platform-owned city" at its sole discretion, without offering that city for operator licensing.
• The Platform reserves the right to modify fees, features, commission structures, and these terms with 30 days' written notice to Operators.
• All intellectual property, including but not limited to the Deal Punch name, logo, AI agent systems, platform technology, software, and proprietary algorithms, remains the exclusive property of MyFit4Challenge, LLC. No license or ownership of intellectual property is transferred to the Operator under this agreement.
• All data generated through the Platform, including but not limited to merchant data, customer data, transaction records, and activity logs, belongs to the Platform. The Operator is granted a limited right to access data related to their Licensed City solely for the purpose of operating under this agreement.
• The Platform may use aggregated, anonymized Operator data for analytics, marketing, and platform improvement purposes.

7. Limitation of Liability

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

• The Platform is not liable for any business losses, lost revenue, lost profits, or any indirect, incidental, special, consequential, or punitive damages arising from or related to the Operator's use of the Platform or participation in the City Operator License program.
• The Platform makes no guarantee of revenue, deal volume, merchant participation, or any specific business outcome.
• The Platform's total aggregate liability to the Operator for any and all claims arising under this agreement shall not exceed the total fees paid by the Operator to the Platform in the 12 months immediately preceding the event giving rise to the claim.
• The Operator agrees to indemnify and hold harmless MyFit4Challenge, LLC, its officers, directors, employees, and agents from any claims, damages, or expenses arising from the Operator's operations, breach of this agreement, or violation of applicable law.

8. Dispute Resolution

• This agreement is governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of law provisions.
• Any dispute, controversy, or claim arising out of or relating to this agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in St. Joseph County, Indiana.
• Class Action Waiver: The Operator agrees that any dispute resolution proceedings will be conducted on an individual basis only, and not as a class action, consolidated action, or representative action. The Operator waives any right to participate in a class action lawsuit or class-wide arbitration.
• Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

9. Miscellaneous

• Entire Agreement: This agreement constitutes the entire agreement between the parties regarding the City Operator License and supersedes all prior agreements, representations, and understandings.
• Severability: If any provision of this agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Assignment: The Operator may not assign or transfer this license without prior written consent from the Platform. The Platform may assign this agreement at its discretion.
• Notices: All notices under this agreement shall be sent to the email address on file for the Operator or to legal@dealpunch.app for the Platform.

10. Contact

Deal Punch — MyFit4Challenge, LLC
1143 E. Ireland Rd. #1148, South Bend, IN 46614
legal@dealpunch.app