Last Updated: May 23, 2026 Effective Date: As of the date of acceptance by the Coach (see Section 13.1)

This Independent Contractor Agreement ("Agreement") forms part of the agreement between FORMD APP LLC, a Florida limited liability company ("FORMD," "we," "us"), and the individual or organization that has accepted FORMD's Terms of Service and has subscribed to a Coach Plan (the "Coach," "you," "your"). FORMD and Coach are each a "party" and together the "parties."

This Agreement governs the independent-contractor relationship between FORMD and Coach for purposes of the Coach Platform, including the use of FORMD's Stripe Connect Platform Payments infrastructure. It is incorporated into and forms part of the Terms of Service. In the event of any conflict between this Agreement and the Terms of Service with respect to the matters covered here, this Agreement prevails to the extent of the conflict.

1. Independent-Contractor Status

1.1 Nature of the Relationship

Coach is an independent contractor with respect to FORMD. Coach is not an employee, agent, partner, joint venturer, franchisee, or representative of FORMD. Nothing in this Agreement, the Terms of Service, the Privacy Policy, or any other FORMD document creates an employer–employee relationship between FORMD and Coach.

1.2 No Authority to Bind

Coach has no authority to bind FORMD to any contract, obligation, representation, warranty, or other commitment. Coach will not hold itself out as an employee, agent, or representative of FORMD, and will not use FORMD's name, logo, or trademarks except as expressly permitted by the Terms of Service and any in-product brand-use guidelines.

1.3 No Direction or Control

Coach is solely responsible for the manner, means, methods, and schedule by which Coach delivers coaching services to Athletes. FORMD does not direct, supervise, or control Coach's coaching methodology, training prescriptions, communication style, pricing of Coach's own services, or hours of work.

1.4 Coach's Own Tools and Personnel

Coach uses Coach's own equipment, facilities, and personnel to deliver coaching services. The Coach Platform is a software tool FORMD licenses to Coach under the Terms of Service; access to the Coach Platform does not transfer ownership of any FORMD infrastructure to Coach, nor does it convert FORMD's licensing relationship into an employment relationship.

1.5 Taxes, Benefits, Insurance

Coach is solely responsible for:

All federal, state, and local income, self-employment, payroll, sales, use, VAT, and other taxes arising from Coach's coaching activities and from payments received through the Coach Platform or FORMD Platform Payments;
Coach's own health insurance, disability insurance, retirement contributions, unemployment insurance, workers' compensation, and all other benefits;
Coach's own professional-liability insurance, general liability insurance, and any other coverage appropriate to Coach's coaching activities. FORMD strongly recommends that Coach maintain professional-liability insurance with limits appropriate to Coach's revenue.

FORMD will not withhold any taxes from payments to Coach, will not provide Coach with any employee benefits, and will not provide Coach with workers' compensation coverage.

1.6 IRS Reporting

For U.S.-based Coaches, FORMD (or Stripe on FORMD's behalf, as applicable) will issue an annual IRS Form 1099-K, 1099-NEC, or equivalent where Coach's payment volume meets the applicable reporting threshold. Coach must provide an accurate Form W-9 (for U.S. persons) or Form W-8 series (for non-U.S. persons) before receiving any Platform Payment.

2. Scope of Coach's Services

2.1 Coaching Services to Athletes

Coach provides fitness coaching services to Athletes who connect with Coach through the Coach Platform ("Coaching Services"). Coaching Services are between Coach and the Athlete; FORMD is not a party to any Coach–Athlete services agreement, even where billing flows through FORMD Platform Payments under Section 4.

2.2 Coach's Representations

Coach represents and warrants that Coach:

Has the legal capacity, authority, qualifications, certifications, and licenses (where required by applicable law) to provide Coaching Services to Athletes in each jurisdiction in which Coach operates;
Will deliver Coaching Services in a professional, competent, and ethical manner consistent with applicable fitness-industry standards;
Will comply with all applicable federal, state, and local laws, including consumer protection law, advertising law, anti-discrimination law, and any law regulating personal training, nutrition counseling, or healthcare delivery in Coach's jurisdiction;
Will not provide medical advice, diagnose conditions, prescribe medication, perform physical therapy, or otherwise engage in any regulated professional activity for which Coach does not hold the necessary credentials;
Will obtain all consents, releases, and acknowledgments required from Athletes under applicable law before delivering Coaching Services involving any risk of injury.

2.3 No FORMD Endorsement

FORMD's provision of the Coach Platform does not constitute an endorsement, certification, or guarantee by FORMD of Coach's qualifications, methods, or services. FORMD makes no representation to Athletes that any Coach is qualified, credentialed, or insured.

3. Coach Platform — License Terms (Cross-Reference)

The license granted to Coach to access and use the Coach Platform is set out in the Terms of Service, including Sections 11 (Coach Plans, Pricing, Trial, and Guarantee), 12 (Coach Responsibilities), and 13 (Athlete Connections and Data). Those Sections are incorporated into this Agreement by reference. Coach's continued access to the Coach Platform is contingent on Coach's compliance with both the Terms of Service and this Agreement.

4. FORMD Platform Payments (Stripe Connect)

4.1 Optional Service

FORMD Platform Payments is an optional service that lets Coach bill Athletes for Coaching Services directly through FORMD's Stripe Connect platform. Use of Platform Payments is at Coach's election; Coach may choose to bill Athletes through any other lawful mechanism (Coach's own Stripe account, Square, Venmo, bank transfer, etc.) without affecting Coach's Coach Platform Subscription.

4.2 Stripe Connected Account

To use Platform Payments, Coach must complete Stripe's Connected Account onboarding and agree to Stripe's then-current Connected Account Agreement available at stripe.com/connect-account/legal. The Stripe Connected Account Agreement is between Coach and Stripe; FORMD is not a party to it. Coach's eligibility for, and continued access to, a Stripe Connected Account is determined by Stripe in its sole discretion.

4.3 Application Fee — Four Percent (4%)

FORMD retains an application fee of four percent (4%) of each Platform Payment as consideration for operating the payment infrastructure (the "Application Fee"). The Application Fee is deducted by Stripe from each Platform Payment before settlement to Coach's connected Stripe account. Coach acknowledges and agrees that:

The Application Fee is non-refundable except where the underlying Platform Payment is refunded to the Athlete and Stripe automatically reverses the Application Fee under its standard Connected Account rules;
Stripe's own processing fees (typically 2.9% + $0.30 per transaction, plus any cross-border or currency-conversion fees) are charged in addition to the Application Fee and are subject to change by Stripe;
FORMD may adjust the Application Fee on at least sixty (60) days' written notice to Coach; if Coach does not agree to the new Application Fee, Coach's sole remedy is to stop using Platform Payments before the new fee takes effect.

4.4 Settlement and Timing

Settlement of Platform Payments to Coach's connected Stripe account is governed by Stripe's standard settlement schedule and is subject to Stripe's reserves, holds, and dispute procedures. Neither FORMD nor Stripe guarantees settlement timing. FORMD has no liability for Platform Payments that fail, are reversed, are subject to chargeback, or are subject to Stripe dispute procedures.

4.5 Refunds and Chargebacks

Coach is solely responsible for:

Setting and disclosing Coach's own refund policy to Athletes;
Processing refunds for Coaching Services (FORMD does not adjudicate refund disputes between Coach and Athlete);
Responding to Stripe chargeback inquiries from Athletes;
Any losses arising from chargebacks, including chargeback fees imposed by Stripe.

FORMD may, at its option and where required by Stripe's Connected Account policies, deduct chargeback amounts and fees from future Platform Payment settlements to Coach.

4.6 Taxes on Platform Payments

Coach is solely responsible for collecting and remitting all applicable sales, use, VAT, and other taxes on Coaching Services billed through Platform Payments. FORMD does not act as a "merchant of record" for Platform Payments and does not assume tax-collection responsibility on Coach's behalf.

4.7 No Fiduciary Duty

FORMD does not hold Platform Payment funds in trust for Coach. Funds flow through Stripe under Coach's Stripe Connected Account; FORMD's role is limited to operating the integration and retaining the Application Fee.

5. Intellectual Property

5.1 FORMD's IP

All intellectual property rights in the Coach Platform, the Mobile App, the FORMD trademarks and trade dress, the AI prompts and training methodologies, the software, and all related materials remain the exclusive property of FORMD. Coach acquires no ownership rights in FORMD's IP by virtue of this Agreement or use of the Coach Platform. The limited license granted to Coach is set out in Section 8 of the Terms of Service.

5.2 Coach's IP

Coach retains all intellectual property rights in Coach's own coaching content, including training programs Coach creates from scratch, written instruction, custom workout designs, and Coach's brand and marketing materials. Coach grants FORMD the license to host, display, and transmit Coach's content within the Coach Platform as described in Section 7 of the Terms of Service.

5.3 FORMD-Generated Training Content

AI-generated training plans, exercise libraries, station baselines, race predictions, and other content produced by the FORMD platform are FORMD's intellectual property. Coach's license to use, modify, and deliver this content to Athletes is limited to use within the Coach Platform's intended in-product channels. Redistribution of FORMD-generated content outside the Services — including white-labeled distribution outside the scope of Section 12.8 of the Terms of Service — is prohibited.

5.4 Feedback

Coach's feedback and suggestions to FORMD are licensed to FORMD as set out in Section 7.3 of the Terms of Service.

6. Confidentiality

The confidentiality obligations of the parties are set out in Section 16 of the Terms of Service, which is incorporated by reference. For the avoidance of doubt, the following are Confidential Information of FORMD: non-public Application Fee adjustments, non-public Coach Platform roadmap, non-public security architecture, and non-public AI prompts and training methodologies.

7. Data Protection

7.1 Athlete Data

Coach's processing of Athlete Data through the Coach Platform is governed by the Data Processing Agreement ("DPA"). Coach is the Controller of Athlete Data for coaching purposes; FORMD is the Processor under Coach's documented instructions.

Coach is responsible for obtaining all consents and providing all notices required under Applicable Data Protection Law before inviting any Athlete to connect with Coach on the Coach Platform, including consents required for the processing of fitness, health-adjacent, and special category personal data. See Section 12.2 of the Terms of Service and Section 3 of the DPA.

7.3 Coach as Data Subject

Coach's own personal data (account, billing, support data) is processed by FORMD as Controller under the Privacy Policy.

8. Term and Termination

8.1 Term

This Agreement takes effect on the Effective Date and continues for as long as Coach maintains an active Coach Plan Subscription, unless earlier terminated under Section 8.2 or 8.3.

8.2 Termination by Coach

Coach may terminate this Agreement at any time by canceling Coach's Coach Plan Subscription in accordance with Section 11.5 of the Terms of Service. Termination of the Coach Plan automatically terminates this Agreement.

8.3 Termination by FORMD

FORMD may terminate this Agreement immediately upon notice if:

(a) FORMD terminates Coach's Coach Plan Subscription for cause under Section 17.3 of the Terms of Service;
(b) Coach materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving notice;
(c) Coach loses access to Coach's Stripe Connected Account or is otherwise unable to receive Platform Payments;
(d) FORMD discontinues Platform Payments or the Coach Platform on the notice set out in Sections 4.4 and 17.2 of the Terms of Service.

8.4 Effect of Termination

Upon termination of this Agreement:

Coach loses access to Platform Payments and any pending Platform Payments will be processed under Stripe's standard reserve and settlement procedures;
Coach remains responsible for all obligations arising before the effective date of termination, including taxes, refunds, and chargebacks;
Sections that by their nature should survive (including Sections 1.5, 1.6, 4.5, 4.6, 5, 6, 7, 9, 10, and 11) will survive termination.

9. Disclaimers

9.1 Coach Platform Disclaimers

The disclaimers in Section 19 of the Terms of Service apply to Coach's use of the Coach Platform and are incorporated by reference.

9.2 No FORMD Warranty for Coaching Services

FORMD makes no warranty as to the quality, accuracy, safety, or outcomes of Coaching Services delivered by Coach to Athletes. Coach is solely responsible for the Coaching Services Coach delivers.

9.3 No FORMD Warranty for Stripe

Stripe is a third-party service. FORMD makes no warranty regarding Stripe's availability, settlement timing, dispute-handling procedures, or fee schedules. Stripe is solely responsible for Stripe's services under the Stripe Connected Account Agreement.

10. Limitation of Liability

The limitations of liability in Section 20 of the Terms of Service apply to this Agreement and are incorporated by reference. For the avoidance of doubt, FORMD's total aggregate liability to Coach arising out of or relating to this Agreement is subject to the same cap set out in Section 20(b) of the Terms of Service.

11. Indemnification

11.1 By Coach

Coach will defend, indemnify, and hold harmless FORMD, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

Coach's Coaching Services, including any allegation of negligence, professional malpractice, personal injury, illness, or death of an Athlete;
Coach's misclassification of Coach or Coach's personnel as employees of FORMD by any tax authority, labor authority, court, or other governmental body;
Coach's tax obligations on Platform Payments;
Coach's breach of any representation, warranty, or covenant in this Agreement;
Coach's violation of any law applicable to Coach's coaching activities;
Any Athlete consent failure, data subject request mishandling, or other Coach data-protection violation as described in the DPA.

11.2 By FORMD

FORMD's indemnification obligations to Coach are set out in Section 21.2 of the Terms of Service (third-party IP infringement claims).

11.3 Procedure

The procedure in Section 21.3 of the Terms of Service applies to this Agreement.

12. Dispute Resolution

The dispute resolution provisions in Section 23 of the Terms of Service (Informal Resolution, Arbitration for U.S. users, Class Action Waiver, EU/UK Carve-out, Opt-Out, Federal Arbitration Act) apply to this Agreement and are incorporated by reference.

13. General Provisions

13.1 Acceptance

This Agreement is incorporated into the Terms of Service. Coach's acceptance of the Terms of Service and use of any Platform Payment functionality constitutes acceptance of this Agreement. The Effective Date is the date on which Coach first accepts the Terms of Service after this Agreement is published or the date on which Coach first uses Platform Payments, whichever is later.

13.2 Order of Precedence

In case of conflict between this Agreement and any other agreement between the parties, the order of precedence is:

The DPA (with respect to personal data processing);
The Stripe Connected Account Agreement (with respect to Stripe's services to Coach);
This Agreement (with respect to the independent-contractor relationship and Platform Payments);
The Terms of Service (with respect to all other matters);
The Privacy Policy.

13.3 Modification

FORMD may modify this Agreement on at least thirty (30) days' written notice to Coach. Continued use of the Coach Platform or Platform Payments after the effective date of the modification constitutes acceptance. Coach may terminate this Agreement under Section 8.2 if Coach does not accept the modification.

13.4 Assignment

Coach may not assign this Agreement, by operation of law or otherwise, without FORMD's prior written consent. FORMD may assign this Agreement without restriction.

13.5 Severability, Waiver, Notices, Headings

The general provisions of Section 24 of the Terms of Service (Entire Agreement, Order of Precedence, Severability, Waiver, Assignment, Force Majeure, Third-Party Beneficiaries, Independent Contractors, Notices, Headings, Export Controls, U.S. Government Users, Electronic Communications) apply to this Agreement and are incorporated by reference, except where a specific provision of this Agreement (such as Section 13.2 above) controls.

13.6 Governing Law

The governing-law provision in Section 22 of the Terms of Service applies to this Agreement.

13.7 No Joint Employer

The parties intend that no joint-employer, co-employer, or similar relationship exists between FORMD and Coach or between FORMD and any of Coach's personnel. If a court, agency, or other authority determines otherwise, Coach will indemnify FORMD for all resulting liabilities under Section 11.1.

14. Contact

Questions about this Agreement can be sent to:

FORMD APP LLC Email (legal): legal@tryformd.com Email (Coach support): support@tryformd.com Email (billing/Platform Payments): billing@tryformd.com Mailing: Mailing address available upon written request to legal@tryformd.com, State of Florida, United States Web: tryformd.com

By using the Coach Platform and/or FORMD Platform Payments, you acknowledge that you have read, understood, and agree to be bound by this Independent Contractor Agreement.

Coach Independent Contractor Agreement