TERMS AND CONDITIONS FOR PROS/COACHES

1. Introduction

These Terms and Conditions ("Agreement") govern your participation as a golf professional, coach, or instructor ("Pro" or "Coach") on the ProShop.app platform (the "Platform") operated by Pro Shop LLC FZ, a company registered in Dubai, UAE under registration number 2415815, with its registered office at Meydan Freezone, Meydan, Dubai, UAE (the "Company", "we", "our", or "us").

By registering for, accessing, or using the Platform, you ("you", "your", "the Pro", or "the Coach") agree to be bound by these Terms and Conditions. Please read them carefully before using the Platform.

2. Term and Renewal

This Agreement shall commence on the date your account is activated (the "Launch Date") and shall remain in effect for a minimum period of twelve (12) months ("Initial Term"). Following the Initial Term, this Agreement shall automatically renew on a rolling basis unless either party provides at least two (2) months' written notice of termination.

3. Services

As a Pro/Coach on the Platform, you agree to:

• Create and upload high-quality tuition content, training plans, and/or one-to-one sessions ("Services") in accordance with Company guidelines.
• Maintain regular content contributions and meet performance and quality standards communicated by the Company.
• Promote your ProShop profile and the Platform through your social media channels.
• Display a visible and active link to your ProShop landing page on your primary social media channels.
• Conduct yourself in a professional manner consistent with the Company's brand reputation.

The Company reserves the right to remove, edit, or request revisions to any content that does not meet Platform standards.

4. Fees and Remuneration

(a) Subscription Revenue

You will receive 80% of all Net Revenue generated from direct subscriptions that originate through your unique ProShop landing page. "Net Revenue" means gross subscription revenue minus Stripe transaction fees and applicable deductions.

(b) 1-to-1 Sessions

You will receive 90% of Net Revenue from one-to-one or swing analysis bookings.

(c) Pooled App Revenue

You may receive a pro-rata share of pooled app revenue based on the proportion of your content consumed relative to total content across the platform.

(d) Payments

Payments are processed via Stripe and disbursed within 14 days of receipt of subscription payments. Earnings are displayed in your dashboard and subject to adjustments for refunds or chargebacks. The Company reserves the right to offset amounts owed by you (e.g., chargebacks or unpaid obligations) against future payments.

5. Expenses

Any out-of-pocket expenses must be pre-approved in writing by the Company and will be reimbursed upon submission of receipts.

6. Intellectual Property

All materials, content, and works you create for the Platform ("Materials") are assigned to the Company with full title guarantee. The Company owns all rights to use, reproduce, and distribute such Materials in any form for Platform operations, marketing, or promotion.

You retain the right to be identified as the content creator and may request that the Company seek approval for major edits to your materials for marketing purposes.

You may not use Company trademarks, designs, or branding outside the Platform without prior written approval.

Any content uploaded to the Platform is made available exclusively to active subscribers and may not be republished or distributed independently.

7. Confidentiality

You agree to keep all confidential information obtained during your engagement strictly confidential, including customer data, internal systems, platform metrics, and business plans. You shall not make any public statements or engage in conduct that could harm the reputation of the Company or its partners. This obligation survives termination of this Agreement.

8. Data Protection

You must comply with all applicable data protection and privacy laws (including UAE and EU data protection laws where applicable). Any actual or suspected data breach must be reported to the Company within 24 hours of discovery.

9. Termination

Either party may terminate this Agreement:

• With 30 days' written notice without cause;
• Immediately, if the other party commits a material breach not remedied within 14 days;
• Immediately, if the Coach is found to have acted negligently, unprofessionally, or in a way that damages the Company's reputation.

Upon termination, you must:

• Cease using all Company intellectual property and branding;
• Remove references to the Company or Platform from your channels;
• Return or permanently delete any confidential or proprietary materials;
• Stop offering any services under the ProShop brand.

The Company will pay all undisputed earnings within 30 days of termination once obligations are fulfilled.

10. Liability and Indemnity

Except in cases of gross negligence or willful misconduct, the Company's liability is limited to direct damages and shall not exceed the total fees paid to you in the preceding six (6) months. You agree to indemnify and hold harmless the Company against any losses, claims, or damages arising from your actions, omissions, or breach of this Agreement.

11. Force Majeure

Neither party shall be liable for failure to perform obligations caused by events beyond their reasonable control, including acts of God, war, terrorism, fire, or system outages.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the Abu Dhabi Global Market (ADGM). Any disputes shall be resolved by binding arbitration seated in ADGM in accordance with the ADGM Arbitration Regulations, with proceedings conducted in English. The unsuccessful party shall bear the costs of arbitration unless otherwise determined by the tribunal.

13. General Provisions

This Agreement constitutes the entire understanding between the Pro and the Company. No partnership, employment, or joint venture relationship is created by this Agreement. The Company may update these Terms from time to time, with notice provided via the Platform. Continued use after notice constitutes acceptance of the updated Terms.

By registering as a Coach/Pro on ProShop.app, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions.