Fysigo Marketplace Terms & Acknowledgment

Fysigo operates an online marketplace and software platform that connects independent health, wellness, fitness, nutrition, bodywork, massage, and coaching professionals (“Providers”) with individuals who wish to engage them (“Clients”). These Marketplace Terms (the “Terms”) govern your use of the Platform. By creating an account, listing services, booking, paying for, or providing any service through Fysigo, you agree to these Terms. If you do not agree, do not use the Platform.

0. Definitions

“Fysigo,” “we,” “us,” “our” means Guten Group US Holdings Inc., a Florida corporation doing business as “Fysigo,” which operates the Platform.

“Fysigo Parties” means Fysigo and Guten Group US Holdings Inc., together with their parents, subsidiaries, affiliates, and licensors, and each of their respective officers, directors, members, managers, shareholders, owners, employees, independent contractors, agents, representatives, attorneys, insurers, service providers, successors, and assigns. Every release, disclaimer, limitation of liability, and indemnity in these Terms is for the benefit of all Fysigo Parties, each of whom may enforce these Terms.

“Provider” means an independent professional who lists or delivers Services through the Platform. “Client” means a person who discovers, books, pays for, or receives Services through the Platform. “User” means any Provider or Client. “You” means the User agreeing to these Terms.

“Services” means the wellness, fitness, nutrition, massage, bodywork, movement, coaching, or other services a Provider offers or delivers to a Client.

“Liabilities” means any and all claims, demands, causes of action, lawsuits, losses, injuries (including personal or bodily injury, illness, and death), damages (direct, indirect, incidental, consequential, special, exemplary, or punitive), liabilities, judgments, settlements, fines, penalties, costs, loss of funds, and expenses (including reasonable attorneys' fees), of every kind, whether known or unknown.

1. What Fysigo Is — and What It Is Not

1.1 Fysigo is a neutral technology platform and venue only. Fysigo provides software that lets Providers list and schedule Services, lets Clients discover and book them, and processes payment between them. That is the entirety of what Fysigo does.

1.2 Fysigo does not provide the Services. Fysigo is not a provider of, and does not deliver, perform, supervise, or direct, any health, wellness, fitness, nutrition, medical, massage, bodywork, therapeutic, or coaching service. Fysigo is not a medical or healthcare provider, clinic, gym, spa, staffing agency, or employer.

1.3 Fysigo is not a party to the agreement between Provider and Client. When a Client books a Provider, a contract for the Service forms solely between that Client and that Provider. Fysigo is not a party to it, is not an agent, partner, joint venturer, employer, principal, or representative of either, and has no responsibility or liability whatsoever under it or for the Service. The formation of any Service agreement does not, under any circumstances, create any responsibility or liability for any Fysigo Party.

1.4Fysigo does not control Providers or Services. Fysigo does not select, supervise, scope, direct, control, or monitor any Provider's work, and has no control over the quality, timing, safety, legality, or any other aspect of any Service. Providers set their own prices, availability, and methods, and own their own client relationships.

1.5The relationship is independent. Nothing in these Terms or in any User's use of the Platform creates an employment, agency, franchise, partnership, or joint-venture relationship between any Fysigo Party and any User.

1.6 You transact with other Users at your own risk. Fysigo only makes the Platform available so that Users can find and contract with one another. Fysigo does not introduce, refer, recommend, screen, or select any User for any other User. You alone decide whether to communicate with, pay, meet, admit into your home, or engage any other User, and you do so entirely at your own risk.

1.7Fysigo uses Stripe as its payment processor and does not operate as a bank or money transmitter, and does not lend or invest Users' funds; Fysigo's role in payment is limited to facilitating payment between Users.

2. NO VETTING; NO SCREENING; NO ENDORSEMENT

2. NO VETTING; NO SCREENING; NO ENDORSEMENT. Fysigo does NOT vet, verify, screen, background-check, credential-check, interview, evaluate, approve, endorse, recommend, or assess the identity, qualifications, licensure, insurance, fitness, character, safety, or competence of any Provider or Client. A directory listing means only that a User completed self-service onboarding and self-attested to their own information; Fysigo does not independently confirm any of it. CLIENT IS SOLELY RESPONSIBLE FOR INVESTIGATING, VERIFYING, AND SELECTING ANY PROVIDER — including independently confirming licensure, insurance, references, identity, and suitability — before any communication, payment, or in-person meeting. No statement by Fysigo in any listing, badge, marketing, or communication is a representation that any User has been vetted, verified, screened, or approved.

3. Client Acknowledgments (Demand Side)

By using the Platform as a Client, you acknowledge and agree:

3.0 Eligibility. The Platform and Services are offered only to natural persons 18 years of age or older who can form a binding contract. By using the Platform you represent that you are at least 18. The Platform is not intended for and may not be used by anyone under 18.

3.1 Independent relationship. Your agreement for any Service is with the Provider, not with any Fysigo Party. No Fysigo Party selects, supervises, controls, or guarantees the Provider or the Service.

3.2 Not medical care. The Services are not medical care and not a substitute for professional medical advice, diagnosis, or treatment. Statements by Providers are not medical advice. Always consult a licensed physician before beginning any exercise, nutrition, bodywork, or wellness program, and never disregard or delay medical advice because of anything obtained through the Platform. In an emergency, call 911.

3.3Assumption of risk. Physical activity, exercise, movement, massage, bodywork, and nutrition programs carry inherent risks, including muscle strain, injury, aggravation of pre-existing conditions, illness, and, in rare cases, serious or permanent injury or death. You knowingly and voluntarily assume all such risks arising from engaging any Provider or Service through the Platform. This assumption of risk does not mean you assume, and nothing in these Terms purports to waive, any risk of a Provider's intentional misconduct, assault, battery, theft, or criminal conduct, which are not inherent risks of any Service and are solely the responsibility of the Provider who commits them.

3.4 Fitness to participate. You represent that you are physically able to participate in the Services you book, that you have disclosed to your Provider any condition affecting your safety, and that you will stop and seek medical attention if you experience pain, dizziness, or discomfort.

3.5 Disputes with Providers are between you and the Provider. Any issue with a Service — quality, safety, conduct, injury, scheduling, refunds — is solely between you and the Provider. No Fysigo Party is responsible for it. (See the Release in §9.)

3.6In-person and at-home Services. For any Service delivered in person or at your location, you acknowledge that Fysigo does not screen, background-check, verify, or vet any Provider; that you are solely responsible for verifying a Provider's identity, licensure, and suitability before granting access to your home or person; and that you assume all risk of in-person interaction to the maximum extent permitted by law. You agree to take your own independent safety precautions.

4. Provider Acknowledgments (Supply Side)

By using the Platform as a Provider, you acknowledge and agree:

4.1You are an independent business — not Fysigo's employee or agent. You provide Services on your own behalf, control how you perform them, set your own prices and availability, and own your client relationships. You are not an employee, agent, partner, or representative of any Fysigo Party and have no authority to bind Fysigo. You are solely responsible for all of your own taxes, withholdings, social contributions, benefits, licenses, equipment, and business expenses. No Fysigo Party is responsible or liable for workers' compensation, unemployment, insurance, or any tax or withholding on your behalf.

4.2 You are solely responsible for your Services. You are solely responsible for the safety, quality, legality, and outcomes of every Service you deliver, and for your conduct toward every Client.

4.3 Licensing, credentials, scope, and lawful conduct (warranties). You represent and warrant, continuously, that: (a) you hold and will maintain all licenses, certifications, registrations, and permits required by law for your Services in every jurisdiction where you deliver them; (b) you will deliver Services only within your lawful scope of practice; (c) all information you provide is true and current; and (d) you will comply with all applicable laws, including health, safety, consumer-protection, privacy, and recording-consent laws.

4.4Insurance; Proof Required for In-Person Services. Provider shall procure and maintain, at Provider's own expense, professional liability (malpractice) and general liability insurance appropriate to Provider's Services, and, for any Service involving physical contact (including massage and bodywork), abuse and molestation coverage (Provider acknowledges that standard policies exclude such claims and must specifically endorse it). Each policy shall name Guten Group US Holdings Inc. d/b/a Fysigo as an additional insured. As a condition of listing or delivering any in-person or at-home Service, Provider shall UPLOAD to Fysigo a current certificate of insurance evidencing this coverage and the additional-insured status before Provider's first in-person booking, and shall keep it current. Fysigo does not verify, monitor, evaluate, or guarantee the existence, adequacy, or maintenance of any Provider's insurance and has no duty to do so; procuring, maintaining, and proving coverage is solely Provider's responsibility.

4.5Payment terms. Fysigo processes Client payments through a third-party processor (Stripe). For each transaction, Fysigo retains a platform fee (currently 15%) and remits the balance to you, subject to the posted Booking & Payment Policy (incorporated by reference), which governs charges, escrow holds, release on Service completion or confirmation, refunds, chargebacks, and the forfeiture of funds left unreleased. You authorize Fysigo and its processor to collect, hold, and disburse funds on these terms. Fysigo's role in payment is purely administrative and does not make any Fysigo Party a party to the Service contract, your employer or principal, or responsible for the Service or for any Liabilities (see §7).

4.6 No guarantee of bookings, income, or availability. No Fysigo Party guarantees any volume of Clients, bookings, income, or uptime, and Fysigo may modify, suspend, or discontinue any feature at any time.

5. Mutual Acknowledgments

5.1 You will use the Platform lawfully and will not misrepresent your identity, credentials, or eligibility. 5.2 You are responsible for your own conduct and content. 5.3 You will resolve disputes with other Users directly. 5.4 Providers who deliver in-person or bodywork Services accept the heightened responsibility for safety and consent that those Services require.

6. Disclaimer of Warranties (AS-IS)

THE PLATFORM AND ALL CONTENT AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted by law, the Fysigo Parties disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage. No Fysigo Party warrants the quality, safety, legality, qualifications, insurance, or conduct of any Provider or Client, the accuracy of any listing, that the Platform will be uninterrupted, secure, or error-free, or that any Service will meet your expectations or achieve any result. Any Service you obtain is at your own risk.

7. No Liability for Payments, Funds, or Transactions

To the maximum extent permitted by law, and except for Fysigo's obligation to return or remit funds actually owed to you under the Booking & Payment Policy, no Fysigo Party is liable for any Liabilities relating to money, payments, or funds, including: the acts, errors, omissions, security, or insolvency of any payment processor, bank, or financial institution (including Stripe); delayed, failed, reversed, duplicated, or misdirected payments or payouts; chargebacks, refunds, or disputed transactions; unauthorized transactions or fraud by any User or third party; pricing or calculation errors; and tax treatment. You agree that Fysigo's handling of payments is an administrative convenience, that your payment relationship is governed by the Booking & Payment Policy and the processor's own terms, and that disputes about money for a Service are between the Client and the Provider.

8. Limitation of Liability

To the maximum extent permitted by law, no Fysigo Party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, loss of data, loss of goodwill, loss of funds, service interruption, or for any personal or bodily injury, illness, death, or emotional distress, arising out of or relating to the Platform, any Service, any User, any payment, or these Terms — whether based in contract, tort, statute, or any other theory, and even if advised of the possibility.

The limitations in this Section do NOT apply to (i) Fysigo's obligation to remit or return funds actually owed to a User, which is not capped; (ii) liability arising from a Fysigo Party's own gross negligence, recklessness, fraud, or willful misconduct; (iii) claims for death or personal or bodily injury, which are governed by Section 9 (Release) and the Provider's obligations in Section 4; or (iv) any liability that applicable law prohibits from being limited, including under the Florida Deceptive and Unfair Trade Practices Act and statutory recording-consent law. Subject to the foregoing and to the maximum extent permitted by Florida law, the Fysigo Parties' aggregate liability for all other claims shall not exceed the greater of the platform fees Fysigo retained from the claimant in the prior twelve (12) months or one thousand U.S. dollars (US$1,000). This is a negotiated allocation of risk; nothing in these Terms limits any liability that cannot be limited under applicable law.

If applicable law does not allow some of these exclusions or limitations, they apply to the maximum extent permitted, and the unaffected portions remain in full force.

9. Release

10. Indemnification

Provider.To the maximum extent permitted by law, Provider agrees to defend, indemnify, and hold harmless the Fysigo Parties from and against any and all Liabilities arising out of or relating to: (a) Provider's use of the Platform; (b) Provider's Services or engagement of a Client, and any injury, harm, or loss connected to them; (c) Provider's breach of these Terms or of any representation or warranty in them; (d) Provider's violation of any law or the rights of any User or third party; (e) any content Provider submits; (f) any tax authority claim regarding Provider's status; and (g) the acts or omissions of anyone acting on Provider's behalf.

Client.Client agrees to indemnify the Fysigo Parties only for third-party claims arising from Client's own breach of these Terms, Client's violation of law, or content Client submits. Client has no obligation to indemnify the Fysigo Parties for any claim arising from Client's own injury, from the acts or omissions of a Provider, or from a Fysigo Party's own negligence, gross negligence, or willful misconduct.

Fysigo may assume the exclusive defense of any matter subject to indemnification, and the indemnifying User will cooperate.

11. Binding Arbitration; Class-Action Waiver; Jury Waiver

PLEASE READ CAREFULLY — THIS SECTION AFFECTS YOUR LEGAL RIGHTS, REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL ARBITRATION, AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

11.1Agreement to arbitrate. You and Fysigo agree that any dispute, claim, or controversy arising out of or relating to the Platform, these Terms, any Service, any payment, or your relationship with any Fysigo Party (a “Dispute”) will be resolved exclusively by final and binding individual arbitration, not in court, except as stated in §11.6. This agreement is governed by the Federal Arbitration Act (FAA) and applies to and benefits all Fysigo Parties.

11.2 Administrator and rules. Arbitration is administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules and, where applicable, its Mass Arbitration Supplementary Rules, as modified here (adr.org).

11.3 Delegation. The arbitrator — not a court — has exclusive authority to resolve any dispute about the interpretation, scope, enforceability, or formation of this arbitration agreement, except that a court decides the validity of the Class-Action Waiver in §11.5. Fysigo will pay all AAA fees attributable to deciding any threshold arbitrability question regardless of who raises it or the outcome, and the Section 8 limitation does not apply to litigating arbitrability.

11.4 Jury-trial waiver. You and Fysigo each waive the right to a trial by jury.

11.5 Class-action and representative-action waiver. Disputes will be brought only in your individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over any class or representative proceeding, except as part of the coordinated process in §11.5(a). If this Class-Action Waiver is found unenforceable for a particular claim, only that claim is severed and proceeds in court; the rest stays in arbitration.

(a) Coordinated (mass) filings. If 25 or more similar demands are filed by or with coordinated counsel, the AAA Mass Arbitration Supplementary Rules apply and the parties agree to: (i) a Process Arbitrator (who controls staging, not either party); (ii) a set of bellwether cases arbitrated first; (iii) a stay of all remaining cases pending the bellwethers; (iv) a global mediation informed by the bellwether outcomes before any further case proceeds; and (v) shared, non-duplicative discovery. No bellwether outcome binds or is preclusive against any User who was not a participant in that bellwether.

11.6 Exceptions. Any party may (a) bring a qualifying individual claim in small-claims court and keep it there, and (b) seek injunctive relief in court to protect intellectual property or stop unauthorized Platform access.

11.7 30-day opt-out. You may opt out by written notice to legal@fysigo.com within 30 days of first agreeing to these Terms, stating your name, account email, and intent to opt out. Opting out does not affect any other provision.

11.8Venue. Any in-person hearing is held in Pinellas County, Florida, or conducted virtually at the arbitrator's discretion.

11.9 Survival. This Section survives termination of your account or these Terms.

11.10 EFAA carve-out. This arbitration agreement does not apply to, and shall not be invoked to compel arbitration of, any claim relating to a sexual-assault dispute or sexual-harassment dispute as defined in 9 U.S.C. §§401–402 where the person alleging the conduct elects not to arbitrate; such claims, and claims joined with them, proceed in court, and the class-action and jury waivers do not apply to them.

11.11 Anti-permeation. Each provision of this Section is independent and severable; a finding that any one provision is unenforceable shall not render the agreement to arbitrate or the class/collective-action waiver unenforceable.

11.12 Consumer fee fronting. For any consumer claim under US$10,000, Fysigo will pay all AAA filing and arbitrator fees.

12. General

12.1 Governing law and forum. These Terms are governed by the laws of the State of Florida and applicable U.S. federal law, without regard to conflict-of-laws rules. For any matter not subject to arbitration, the exclusive forum is the state and federal courts in Pinellas County, Florida, and you consent to their jurisdiction.

12.2 Third-party beneficiaries. Each Fysigo Party that is not a signatory is an intended third-party beneficiary of these Terms and may enforce the Release, Indemnification, Limitation of Liability, Warranty Disclaimer, and Arbitration provisions directly.

12.3 Severability. If any provision is found unenforceable, it is severed and the remaining provisions stay in full effect; the unenforceable provision is reformed to the minimum extent necessary to make it enforceable.

12.4No waiver. Fysigo's failure to enforce any provision is not a waiver.

12.5 Changes. Fysigo may update these Terms. Material changes — including any change to §11 (Arbitration) — require your renewed affirmative acceptance before they apply to you. Continued use after non-material changes constitutes acceptance.

12.6Entire agreement. These Terms, with the Booking & Payment Policy and Privacy Policy incorporated by reference, are the entire agreement between you and Fysigo regarding the Platform.

12.7 Electronic acceptance. You accept these Terms by checking the acceptance box and/or clicking to agree when creating an account, listing a Service, booking, or paying. Your action is your electronic signature and your knowing agreement, including to §11 (Arbitration). Fysigo records the version, date, and time of acceptance.

13. Privacy, HIPAA, and breach notification

13.1 Privacy Policy.Fysigo's collection, use, storage, and sharing of personal information — including health-related information Clients share when booking Providers — is described in the Privacy Policy, incorporated here by reference. By using the Platform, you acknowledge that Policy.

13.2 HIPAA and Business Associate Agreements.Fysigo is not a healthcare provider. Where a Provider is a HIPAA covered entity and Fysigo processes protected health information on that Provider's behalf, a Business Associate Agreement (“BAA”) governs that PHI. Providers who require a BAA may request one at legal@fysigo.com.

13.3 Security and breach notification.Fysigo maintains reasonable administrative, technical, and physical safeguards for personal information. If we become aware of a breach of security affecting personal information, we will notify affected individuals and regulators as required by applicable law, including the Florida Information Protection Act of 2014 (Fla. Stat. §501.171) when notification thresholds are met.

13.4 Recording consent. Session recording and transcription require separate affirmative consent under the Recording & transcription terms. Recording is off by default and is not bundled into acceptance of these Marketplace Terms.