Gym Payments Agreement

1. Who this agreement is between

This agreement is between Strata Fight LLC, a Texas limited liability company ("Strata", "we", "us"), and the business that operates the gym whose Strata listing billing is enabled for ("the gym", "you").

By enabling billing or setting up card payments, you confirm that you are an owner of the gym's listing and that you are authorized to bind the business to this agreement. The gym is responsible for everything its owners and staff do with billing on Strata.

2. What Strata provides

Strata provides software for running your gym's billing: membership plans, invoices (including recurring invoices on the schedule you set), a record of payments, balances, class-pack credits and refunds, and — if you set up card payments — card acceptance through Stripe.

Strata is not a bank, a payment processor, or a money transmitter, and is not a party to the sale between you and your students. We never take possession of your money or your students' money. Payments you record by hand — cash, bank transfer, or a waived charge — are your record of what happened; Strata does not verify that money changed hands.

3. You are the merchant

Your gym — not Strata — sells the memberships, classes, packs, and event seats you bill for, and is the merchant of record for every charge. You are responsible for:

• providing what you charge for, and handling your students' questions and complaints about it;
• complying with the laws that apply to your sales, including consumer-protection, automatic-renewal, and pricing-disclosure laws where your gym operates;
• giving students accurate information about what they are buying, and telling members about a price change before it applies to them, as the law in your area requires.

4. Prices, taxes, and your refund policy

You set your own prices. You are responsible for determining, collecting, reporting, and paying any taxes on your sales; Strata does not calculate or remit taxes for you and does not give tax advice.

Before billing can be enabled, you write your gym's refund policy. Strata shows it to students before they pay. You must honor it, and any refund the law requires regardless of it. Refunds of card payments are returned to the student's card through Stripe; refunds of cash or bank-transfer payments are made by you and recorded in Strata. Strata does not decide refunds for you.

A refund of a bank debit is returned to the student's bank account through Stripe and can take up to 3 business days. It can fail — for example, when that account has been closed. Stripe then returns the money to your gym's Stripe balance and Strata tells your gym's billing staff; you remain responsible for paying the student back another way and recording it in Strata.

5. Card payments and Stripe

Card payments are processed by Stripe, Inc. and its affiliates ("Stripe"). To accept cards, your gym opens a Stripe account through Strata. Payment processing services for gyms on Strata are provided by Stripe and are subject to the Stripe Connected Account Agreement (stripe.com/connect-account/legal), which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By setting up card payments, you agree to be bound by the Stripe Services Agreement, as Stripe may modify it from time to time. Your relationship with Stripe is between your gym and Stripe.

As a condition of Strata enabling card payments, you agree to provide Strata accurate and complete information about your gym and its business, and you authorize Strata to share it, and transaction information related to your use of the payment processing services provided by Stripe, with Stripe. You also authorize Strata to receive information from Stripe about your Stripe account — its status, charges, refunds, disputes, and payouts — so that Strata can show it to you and keep your records accurate.

Card payments are charged directly on your gym's Stripe account and paid out by Stripe to your bank account on Stripe's schedule. Stripe decides what it needs to verify your account and may limit or close it under the Stripe Services Agreement; Strata cannot override Stripe's decisions. Cash and bank-transfer billing keep working without a Stripe account.

Students can pay with a card they saved to their Strata profile. Those cards are stored by Stripe on Strata's own Stripe account. For each charge, Strata has Stripe make a single-use copy of the card on your gym's Stripe account and charges that copy, so the payment is still made directly on your account and your gym remains the seller. Your gym does not receive or keep the student's card.

Students in the United States can also save a US bank account to their Strata profile and pay memberships from it by autopay. Those payments are debits through the ACH network, made the same way: Stripe makes a single-use copy of the bank account on your gym's Stripe account, and the debit is charged directly on your account. Bank accounts are offered at your gym only while Stripe has bank debits active on your gym's Stripe account. A debit takes up to 4 business days to succeed or fail, and the invoice it pays stays unpaid until it succeeds. A debit can also be reversed after it succeeds, when the student's bank returns it late or the student disputes it (section 8).

6. Fees

Stripe charges its processing fees to your gym's Stripe account, at Stripe's prices. Strata does not currently charge a fee for billing or take any share of the payments your students make.

Bank debits carry Stripe's ACH fees, which are also your gym's: currently 0.8% of each debit, capped at $5, at standard settlement; $4 for each debit that fails; and $15 for each dispute. Stripe deducts them from your gym's Stripe balance, and Stripe may change them.

If that changes, we will tell you at least 30 days before any new fee takes effect. A new fee will apply only to payments made after it takes effect, and you can stop using billing before then.

7. Automatic payments (autopay)

Strata lets a member's payer choose to pay a membership automatically with a saved card or, in the United States, a saved US bank account. Autopay works like this:

• Only the payer can turn autopay on, in the app, for one specific membership and one of the cards or bank accounts saved to their Strata profile, after being shown your gym's name, the membership, and the amount and frequency of the charges. Strata records that authorization, including the exact text the payer agreed to.
• Your gym's owners and staff cannot enter a student's card or bank account details or turn autopay on for them.
• Automatic charges cover only the recurring invoices Strata issues for that membership. If a charge fails, the invoice stays open, the payer is told, and Strata may retry the charge once. A bank debit that the bank returns has failed. If the payer's bank reports a debit as unauthorized, autopay on that bank account ends.
• The payer can turn autopay off, or remove the card or bank account it uses, at any time. That stops future automatic charges; it does not cancel the membership or anything already owed.

8. Disputes and chargebacks

A student may dispute a card charge or a bank debit with their bank. Disputes are handled between your gym, the student's bank, and Stripe under the Stripe Services Agreement. Your gym is responsible for responding to disputes, for any disputed amount that is reversed, and for any dispute fees Stripe charges.

A dispute of a bank debit cannot be contested: Stripe returns the disputed amount to the student and the payment is reversed, even when the debit had already succeeded. Refunding a debit does not stop the student from disputing it. When a payment is reversed, the invoice it paid reopens.

We tell you when Stripe reports a dispute on one of your charges, and record its outcome in your billing records, but Strata does not represent your gym in a dispute. Students with questions about a charge should go to your gym first; if they come to us, we may direct them to you.

9. Your students' information and your records

Use the billing information you can see on Strata — names, invoices, payments, balances, and credits — only to bill your students and run your gym, as our Terms of Service and Privacy Policy describe.

Invoices, payments, refunds, and credits are your business records, so Strata keeps them even after a student or staff member deletes their Strata account, showing the name as it appeared on the record. You remain responsible for keeping any records the law requires your business to keep.

10. Suspension and ending billing

We may suspend billing for your gym — stopping new invoices, automatic charges, and card setup — if your listing no longer has a verified owner, if you breach this agreement or our Terms of Service, if Stripe restricts your account, if we reasonably suspect fraud or a risk to students, or if the law requires it. Where practical, we will tell you why. A suspension does not erase what students already owe or what you already owe them.

You can stop using billing at any time by cancelling your memberships and issuing no new invoices. Closing your Stripe account is governed by the Stripe Services Agreement. Your obligations for charges already made — including refunds and disputes — continue after billing ends.

11. Our responsibilities and their limits

We operate billing with reasonable care. We are not responsible for Stripe's services, for decisions of banks and card networks, or for whether any student pays you. The Disclaimers and Limitation of liability sections of our Terms of Service apply to billing. For billing in particular, our total liability to your gym for all claims under this agreement is limited to the greater of USD 100 and the fees your gym paid Strata for billing in the twelve months before the claim arose.

You agree to defend and indemnify Strata against claims by your students or by government authorities that arise from what your gym sells, its prices, its taxes, its refunds, or its breach of this agreement, except to the extent the claim is caused by Strata.

12. Changes to this agreement

We may update this agreement as billing evolves. We will update the effective date at the top, and for significant changes we will notify your gym's owners at least 30 days before they take effect. Continuing to use billing after a change takes effect means your gym accepts the updated agreement.

13. Governing law and disputes

This agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. Any dispute relating to this agreement will be brought exclusively in the state or federal courts located in Travis County, Texas, and you and Strata consent to their jurisdiction.

14. Contact

support@stratafight.com — for questions about this agreement or your gym's billing. Notices: Strata Fight LLC, 5900 Balcones Drive STE 100, Austin, TX 78731, United States.