Terms of Service

The Terms of Service (“TOS”) govern the contractual relationship for the provision of the Service
between the Client (“Client”) and Winyasa GmbH (hereinafter referred to as the "Service
Provider" or “MinQi”). The Client and the Service Provider shall hereinafter be referred to
individually as the "Party" and/or collectively as the "Parties".

MinQi offers the Services via a web-app or via a Slack-app.

1. DEFINITIONS

1.1 "Confidential Information": any information and documents (in any form and of whatever
nature) obtained under, or relating in any way to, the Contract, the affairs of the Parties, including
all information and data obtained by the Parties in the performance of the Services.

1.2 "Contract": these TOS, its appendix, the individual offer and any future additional clauses.

1.3 "Deliverables": refers to the analyses, specifications, documents, reports, videos, test files,
information, etc. resulting from the execution of the Services.

1.4 "MinQi Videos": refers to any video provided by the Service Provider to the Client and/or
Participants.

1.5 "Intellectual Property": patents, rights to apply for patents, trademarks, trade names, service
marks, domain names, copyrights and all applications and registration of such worldwide,
schematics, industrial models, inventions, know-how, trade secrets, computer software programs,
and other tangible proprietary information such as the MinQi Videos.

1.6 "Personnel” of the Service Provider: personnel employed by the Service Provider and its
subcontractors.

1.7 "Services": service as provided by MinQi on the web-app or slack-app, such as the
provision of Deliverables, MinQi Program, advice, and/or technical support.

1.8 “Participants”: Client's employees, which participate to the Services. Participants agree to
the health notice as in the Appendix.

1.9 “MinQi Program”: refers to the training sessions provided by the Personnel of the Service
Provider to the Participants, including the weekly training session, the journeys, contents, and
MinQi Videos.

2. SCOPE

2.1 The conclusion of the Contract as well as the use of the Service are exclusively subject to
these TOS, as amended, unless otherwise agreed in writing between the Parties. Conflicting,
deviating or supplementary terms and conditions of the Client do not apply, unless the Service
Provider explicitly accepts these in writing on a case-by-case basis. The TOS also apply in the
event that the Service Provider performs the Service whilst being aware of conflicting or deviating
terms and conditions of the Client.

2.2 The Service is aimed exclusively at entrepreneurs within the meaning of section 14 of the
German Civil Code (Bürgerliches Gesetzbuch, “BGB”). The Client hereby confirms that the Client
will not use the Service as a consumer, i.e. not for purposes that are predominantly outside the
Client’s trade, business or profession.

2.3 By registration on the Slack-app for MinQi, the person registering on behalf of the Client
confirms that she/he is at least 18 years old and authorized by the Client to conclude this contract
on behalf of the Client.

2.4 The Service Provider reserves the right to change and adapt these TOS at any time if new
requirements arise due to the continuous development of the Service. In the event of an already
existing contractual relationship with the Client, the amended TOS will be sent to the Client by e-
mail at least one (1) month before its entry into force. The amended TOS shall be deemed
approved by the Client unless he/she objects in writing within three (3) weeks.

2.5 The Contract supersedes and replaces all letters, proposals, offers and agreements relating
to its objective and which pre-date it.

3. SERVICE PACKAGES

The Service Provider offers the following Service packages, which the Client can select:

Basic
Plus
Premium

4. CONCLUSION OF THE CONTRACT AND TEST ACCESS

4.1 With registration, the Client gains a free test access to the Service Package Premium for
one week starting with the date of the registration (“Test Access”). In case of the Slack App, the
Client can register with his/her Slack Login details or create a new account by entering an e-mail-
address and a password. Pre-condition for the registration is the Client’s acceptance of the TOS.
The Test Access will be locked after one week.

4.2 The Service Provider will contact the Client with an individual offer after the test week and
the Client can select between the offered Service Packages. The offer is accepted by the Client by
way of signature. Upon receipt of the signed offer form by MinQi, the Contract is concluded.

5. PAYMENT

5.1 Unless otherwise provided in these TOS, the Client pays a monthly fee for the respective
Service package in accordance with the Contract.

5.2 The amount of the fee varies according to the selected Service Package and the number of
Participants.

5.3 Unless otherwise agreed in writing or expressly provided in these TOS, the fee shall be
paid by wire transfer to the bank account on the invoice within thirty (30) days from receipt of the
respective invoice.

5.4 In the event of payment default, the Service Provider may suspend the provision of the
Services until payment is made.

6. OBLIGATIONS OF THE PARTIES

6.1 Obligations of the Service Provider
The obligations of the Service Provider shall extend only to performing the Services set forth in the
Contract. The Service Provider does not guarantee that the services of MinQi will actually improve
the health and well-being of the Clients. The Service Provider does not guarantee any specific
success.

6.2 Obligations of the Client
The Client shall appoint a representative known as the "Representative Spokesman" responsible
for making or facilitating all decisions, for the purpose of performing the Services set forth in the
Contract. The Representative Spokesman shall: set up and participate any meeting or event in
connection with the use of the Service. He/she shall inform the Participants about their obligation to
consent on the health notice for participants (as listed in the Appendix) before using the MinQi
Program.

6.3 Duty of collaboration
The Parties undertake to collaborate actively to facilitate the proper execution of the Contract. In
this regard, each of the Parties undertakes to communicate to the other Party any information
required for the proper execution of the Contract.

7. METHODS OF EXECUTING THE SERVICE

7.1 Non-subordination

The Service Provider shall provide the Services independently, and nothing in these TOS shall

create a link of subordination between the Client and the Service Provider's Personnel. The
Service Provider's Personnel shall remain under the authority of the Service Provider and shall
comply with the instructions given by the Service Provider.

7.2 Transfer of knowledge
Members of the Service Provider's Personnel may be replaced by one or more persons of
equivalent competence.

8. UNDERTAKINGS

The Service Provider undertakes to perform the Services. In the event the Services are not in
conformity with the conditions set forth in the Contract, Service Provider’s liability shall be limited to
re-perform said Services within a reasonable period of time from the notification of the defective
performance of said Services by the Client.

9. LIABILITY

9.1 The Service Provider shall be liable to the Client in the event of intent and gross negligence
in accordance with the statutory provisions.

9.2 In other cases, the Service Provider shall be liable - unless otherwise provided for in
Section - only in the event of a breach of a contractual obligation, the fulfilment of which enables
the proper performance of the Contract in the first place (Kardinalspflichten) and on the compliance
with which the Client may regularly rely. The liability is limited to the compensation of the
foreseeable and typical damage.

9.3 The liability of the Service Provider for damages arising from injury to life, body or health,
according to statutory regulations, liability under the Product Liability Act (Produkthaftungsgesetz)
and to the extent of a warranty assumed by the Service Provider shall remain unaffected by the
above limitations and exclusions of liability.

9.4 Any liability of the Service Provider for damages of the Client resulting from loss of data is
excluded to the extent that the damage is based on the Client's failure to regularly and properly
perform data backups within the Client's area of responsibility and to thereby ensure that lost data
can be restored with reasonable effort.

9.5 Claims for damages shall become statute-barred within one (1) year after the Client's
knowledge or grossly negligent lack of knowledge of the circumstances giving rise to the claim, but
no later than one (1) year after the end of the year in which the claim arose. This does not apply in
the case of intent, gross negligence, damages arising from injury to life, body or health, or claims
according to statutory regulations.

9.6 As far as the liability of the Service Provider is excluded or limited according to the
Contract, this shall also apply to the personal liability of legal representatives and organs of the
Service Provider, its employees and its vicarious agents.

9.7 Any further liability of the Service Provider is excluded on the merits.

9.8 The decision to allow the Participants to enroll and participate to the Services is the sole
responsibility of the Client. The Client warrants that all Participants:
- have given their consent to participate to the MinQi Program prior to enrolling it;
- are physically fit and healthy enough to participate to the MinQi Program;
- will be provided with health notice set forth in Appendix.
In no event shall the Service Provider be liable for any damages whatsoever arising out or in
connection with the breach by the Client of its obligations pursuant to this article 9.8.

10. INTELLECTUAL PROPERTY

10.1 All MinQi Videos, designs, drawings and other technical information relating to the Services
and the Intellectual Property therein shall be and remain the Service Provider 's property.

10.2 The Service Provider shall grant to the Client a limited right to use the MinQi Videos for the
purpose of using the Service, limited to the duration of the MinQi Program or the term of the
Contract. Such right of use excludes the right to reproduce or copy the MinQi Videos.

10.3 The Service Provider shall grant to the Client a limited use of the online sharing of MinQi
content or Videos in the context of Team-breaks.

11. CONFIDENTIALITY

11.1 Any Party shall not disclose the Confidential Information to any person without the prior
written consent of the other Party.

11.2 The Confidential Information shall be only use for the purpose of facilitating the
performance of the Contract.

11.3 A Party ("Receiving Party") may, without the prior written consent of the other party
("Disclosing Party"), disclose the Confidential Information:
(a) to its Personnel that reasonably require it for the performance of the Contract,
provided that the Receiving Party ensures that its Personnel takes all necessary measures to
protect the confidentiality of the Confidential Information; or
(b) in order to comply with the applicable laws.

11.4 The obligations of the Parties under this article 11 shall survive for four years from the date

of the conclusion of the Contract.

12. TERM AND TERMINATION

12.1 Unless otherwise agreed between the Parties, the term of the Contract is one year.

12.2 Unless otherwise agreed between the Parties, the start date of the term is set one week
upon the receipt of the signed offer form by MinQi.

12.3 If not otherwise agreed between the Parties, the Contract is automatically extended by one
year, unless it is terminated in writing in compliance with the notice period of two months before the
expiry of the agreed contract period.

12.4 In addition, it is possible to terminate the Contract for good cause. A delay in payment of
the Client with more than two monthly amounts, entitles the Service Provider to terminate the
Contract with immediate effect. The assertion of further damages remains unaffected.

12.5 The Client shall not terminate the Contract before the Term of the Contract, except in the
event of a breach by a Party of its obligations under article 11 (Confidentiality).

13. GOVERNING LAW AND DISPUTE RESOLUTION

The Contract shall be governed by and construed in accordance with the law of Germany.
Any dispute relating to the interpretation or execution of the Contract that cannot be settled
amicably between the Parties shall be referred exclusively to the jurisdiction of the Courts of
Munich.

14. MISCELLANEOUS PROVISIONS

14.1 The Contract contains the entire agreement between the Parties concerning its subject
matter.

14.2 The obligation of the Parties shall not be limited to those set out in the Contract when
applicable laws enforce other obligations, provided however that, as far as legally permissible, the
Contract shall always take precedence over any applicable law with which it conflicts or which is
expressly excluded by the Contract.

14.3 No amendment to the Contract is valid unless made in writing and executed by the
authorized representatives of the Parties.

Appendix: Health Notice for Participants

A German translation of this document is available electronically on request

1. The Participants should be in good physical condition and be able to participate in the exercise
to join the program. Winyasa strongly recommends that Participants consult with their physician
before beginning any exercise program.

As a general rule, the remarks or comments made regarding exercise are not intended for
individuals with a medical condition, pregnant females or teenagers.
Individuals with known medical conditions such as heart conditions, physical ailments, previous
operations, cardiovascular complaints, lung disease, joint complaints, pregnancy problems or
other physical or health conditions must always seek the advice of their physician, regarding
whether it is safe to participate to the MinQi Program or any other exercise programs.
In the case of serious illnesses/ recent operations / rehabilitation measures, the Participants
must inform their physician of their participation to the MinQi Program. In case of doubt, the
attending physician should be contacted and written permission for participation should be
confirmed.
The Participants are advised to inform the course instructor of any illnesses that have already
been treated by a physician / therapist and to obtain the express permission of the attending
physician / therapist beforehand.
Participants should not try to diagnose themselves and of course if they believe any practice
might cause them to injure themselves, then they should stop immediately.

2. Even though all MinQi exercises are designed with the highest care for medical safety,
Participants should understand that when participating in any exercise or exercise program,
there is the possibility of physical injury. If the Participants engage in this exercise or exercise
program, they agree that they do so at their own risk, that they are voluntarily participating in
these activities, assume all risk of injury to themselves, and agree to release and discharge
Winyasa from any and all claims or causes of action, known or unknown, arising out of the
MinQi Program.

3. Winyasa (and its Personnel) is not a licensed medical care provider and represents that it has
no expertise in diagnosing, examining, or treating medical conditions of any kind, or in
determining the effect of any specific exercise on a medical condition. The information provided
is not intended to be a substitute for professional medical advice, diagnosis or treatment. The
participation to the MinQi Program (weekly sessions and MinQi Videos) does not replace the
visit to a physician or other healing facilities, medication or psychotherapeutic facilities.
Participants should never disregard professional medical advice, or delay in seeking it,
because of something they have heard during a MinQi session or read on the Service Provider website or documentation. Participants should never rely on information provided by a MinQi

Trainer or in MinQi Videos in place of seeking professional medical advice.