Master Service Agreement for Styku Healthpass Partners This Master Service Agreement ("Agreement") is entered into by and between Styku, LLC, a California limited liability company with its principal place of business at 2262 E 37th St, Vernon, CA 90058 ("Styku" or the "Operator"), and the entity or individual accepting these terms as a Healthpass Partner ("Partner") as of the Effective Date. Article 1: Definitions "Preventative Body Scan" means the premium health screening service sold on the Healthpass platform. It includes a health screen for 20+ disease risks, DEXA-level body composition, a 3D model, over 100 biometrics, an in-person consultation, and premium mobile app access. "Healthpass Membership" means a bundled product sold through the Healthpass platform including four Preventative Body Scans and one blood test with 10+ physician-reviewed biomarkers, available through the Styku mobile app. "Standard Scan" means a scan product performed by the Partner that includes full body composition, circumferences, volumes, areas, 3D shape modeling, and fitness goals. It is not subject to revenue sharing. "Blood Test" means individual diagnostic lab tests sold through the Healthpass platform, with results reviewed by physicians and accessible via the Styku mobile app. "End-User" means the individual who purchases and/or receives a scan or test through the Healthpass platform. "Revenue Share" means the portion of revenue from qualifying Healthpass sales (Preventative Body Scan, Membership, Blood Tests) that Styku pays to the Partner. "Affiliate Link" means a unique tracking URL issued to the Partner for the purpose of associating purchases on the Healthpass platform with that Partner for revenue sharing. Article 2: Purpose and Scope Healthpass Offerings Styku shall list the following products for sale on the Healthpass web platform: Preventative Body Scan Healthpass Membership Blood Tests Partner Responsibilities Partner shall perform scans on-site using their Styku 3D Body Scanner. Partner agrees to fulfill Preventative Body Scans and Healthpass Membership scans in a timely and professional manner. • • • • • • • 1. 2. ◦ ◦ ◦ 3. 4. 5. 1 Partner acknowledges that all qualifying sales are tracked through Affiliate Links provided by Styku, including unique identifiers in URLs or QR codes. Revenue Participation by Channel CAC-Free Channel (Partner-driven via Affiliate Links) Preventative Body Scan: $99 retail. 70% of net revenue (after Stripe fees, taxes, and discounts) paid to Partner. Attribution occurs post-scan. Healthpass Membership: $349 annual. Flat $100 per membership paid to Partner. Attribution occurs after first scan. Stripe fees are covered by Styku. Blood Tests: Flat $10 to Partner per test upon delivery. Attribution requires prior scan or location selection. DTC Marketing Channel (Website-driven with location selection) Preventative Body Scan: Flat $10 to Partner per scan if attribution to a location is possible. This includes any Preventative Body Scans performed under a Healthpass Membership. Otherwise, no payout. Healthpass Membership: No revenue share. Blood Tests: Flat $10 to Partner per test only if a location is associated through prior scan or selection at checkout. Attribution Rules and Edge Cases All attributions rely on the use of affiliate links or explicit location selection. In the event an End-User purchases via one Partner's affiliate link but scans at a different Partner's location, both Partners will be compensated: the selling Partner receives the standard share, and the scanning Partner will receive a flat $10 scan facilitation fee. Article 3: Partner Obligations The Partner shall: Ensure staff are trained to operate Styku equipment. Adhere to all applicable laws and industry regulations. Avoid misleading advertising or unethical marketing practices. Submit all Healthpass promotional materials for Styku approval. Maintain confidentiality of any proprietary information shared by Styku. Refrain from prohibited practices such as click fraud, spam, deceptive advertising, or violation of third-party rights. Cooperate with Styku in addressing customer complaints or regulatory issues. Partner shall indemnify Styku against losses or liabilities resulting from the Partner's breach of these obligations. 6. 7. 8. ◦ ◦ ◦ 9. ◦ ◦ ◦ 10. 11. 12. • • • • • • • 2 Article 4: Styku Responsibilities Styku shall: Manage and operate the Healthpass website and digital platform. Handle payment processing and customer service related to Healthpass purchases. Provide notification of appointments and facilitate customer scheduling. Offer reasonable technical and operational support to Partner. Provide the Partner with a unique Affiliate Link for tracking revenue-share eligible transactions. Article 5: Commission and Payment Terms Commission Eligibility Revenue share applies only to: Completed Preventative Body Scans. Healthpass Memberships. Blood Test sales. All attributions must be tracked via affiliate link or verified scan location. Payment Terms Paid monthly, within 30 days after the end of each calendar month (Net 30). Partner must provide accurate bank and tax information. Payment shall be made in USD via ACH or approved payment method. System-generated invoice credit notes will be made available to the Partner. Conditions Styku is not responsible for bank fees incurred by the Partner. Incorrect or incomplete invoicing details may delay payment. Revenue share is based on post-fee, post-discount net revenue where applicable. DTC-acquired sales may have alternate attribution and reduced or no revenue share if location cannot be identified. Article 6: Marketing and Promotion Partner may promote Healthpass products only using approved content. All advertisements must be clearly identified and non-deceptive. • • • • • 1. 2. ◦ ◦ ◦ ◦ 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. • • 3 Partner must not: Use unapproved banners, emails, or landing pages. Send unsolicited messages or incentive traffic. Post fake reviews or remove legitimate negative reviews. Article 7: Confidentiality All information shared under this Agreement is confidential unless publicly available. Confidentiality obligations survive termination of the Agreement. Article 8: Term and Termination This Agreement shall continue indefinitely unless terminated. Either party may terminate with written notice at any time. Immediate termination is allowed for breach or unethical conduct. Styku may suspend Partner access to the Healthpass platform without compensation if Partner conduct is under investigation. Article 9: Limitation of Liability Neither party shall be liable for indirect, incidental, or consequential damages. Styku makes no guarantee of sales volume or profitability. Neither party is liable for delays caused by force majeure events. Article 10: Communication Primary communication method is electronic (email, platform notifications). Partner agrees to keep contact and account details current. Styku may request identity verification. Article 11: Governing Law This Agreement is governed by the laws of the State of California. Disputes not resolved amicably shall be settled in courts located in Los Angeles County. • • • • • • 1. 2. 3. 4. • • • • • • • • 4 Article 12: Modifications Styku reserves the right to modify, amend, or update this Agreement at any time. Any changes will be communicated to the Partner electronically and will become effective upon such notice unless otherwise specified. Continued participation in the Healthpass program following notice of changes constitutes acceptance of those changes. Exhibit A: Revenue Share Structure Product Revenue Share Notes Preventative Body Scan 70% to Partner via CAC-free channel $99 price point, post Stripe fees/discounts. $10 via DTC channel if location attribution exists. Healthpass Membership Flat $100 to Partner $349 annually. Paid only after first scan. No attribution if sold DTC. Blood Test Flat $10 to Partner Paid at delivery. Attribution required via prior scan or checkout selection. Edge Case Shared payout Selling partner receives full share; scanning partner receives $10 facilitation fee.