Terms And Conditions

Last updated: 9/29/26

These Partner Account Terms (the "Agreement") are a binding contract between Whoosh Holding Co LLC ("Company") and the person or business that creates a Whoosh Partner Account ("Partner" or "you"). You must be at least 18 years old. If you sign up on behalf of a business, you confirm you can bind it. You accept this Agreement by checking the acceptance box at signup, paying the Monthly Subscription Fee, or using the Partner Account. If you have signed a separate agreement with Company, that signed agreement controls wherever the two conflict.

Important: Your Partner Account renews every month and your payment method is charged automatically until you cancel (Section 13). Section 18 requires most disputes to be resolved by individual arbitration and waives class actions and jury trials, unless you opt out within 30 days.

1. Purpose

This Agreement sets the terms under which Partner runs a Whoosh-powered Storefront, offers its own non-clinical wellness services to customers, and earns on the sales made there.

2. Services

(a) What Company provides. Company hosts Partner's Storefront and provides the Partner Account, which includes the features listed for Partner's plan on the Site (for example, a custom Storefront, marketing assets and email campaigns, discounts, and pricing controls). Features marked "coming soon" have no guaranteed launch date.

(b) What Partner provides. Partner provides its own Partner Services to customers and promotes the Storefront to its audience. Partner supplies its branding and content for the Storefront and keeps it accurate.

3. Definitions

(a) "Base Price" means the price Company lists in the Partner Account for each product or service. It covers product, clinical, lab, pharmacy, fulfillment, payment processing, and related costs, and may include amounts paid to Company's affiliates.

(b) "Confidential Information" means non-public business, financial, pricing, customer, and technical information one party shares with the other under this Agreement.

(c) "Gross Sales" means the amounts Company actually collects from Storefront Sales, less taxes, refunds, rebates, and chargebacks.

(d) "Monthly Subscription Fee" means the recurring monthly fee for Partner's plan, as listed on the Site at signup or in an order form.

(e) "Partner Services" means the non-clinical wellness services Partner offers, such as coaching, fitness programming, education, and community. Partner Services never include diagnosis, treatment, prescribing, or other clinical care.

(f) "Partner Service Fee" means the amount Partner adds on top of the Base Price, as payment for Partner Services.

(g) "Payout" has the meaning in Section 4(b).

(h) "Platform Fee" means 3.5% of Gross Sales.

(i) "Storefront" means the Company-hosted shop that carries Partner's branding.

(j) "Storefront Sale" has the meaning in Section 5.

4. Pricing and Payouts

(a) Base Price. Company currently sets the Base Price for each product and service.

(b) Payout. For each month, Company pays Partner the Partner Service Fees collected on that month's Storefront Sales, minus the Platform Fee and any adjustments under Section 7 (the "Payout").

(c) Subscription. The Monthly Subscription Fee is billed separately under Section 13, whether or not Partner has sales that month.

(d) No earnings promise. Company does not promise any level of sales, customers, or income. Partner will not make income or earnings claims to anyone about the Partner program.

5. Storefront Sales

(a) A "Storefront Sale" is any order placed through Partner's Storefront, including later refills and renewals by that same customer through the Storefront.

(b) Each customer stays with the Storefront where they first bought. If a customer already bought through Company's main site or another partner's Storefront, their orders remain with that account.

6. Reporting and Statement Errors

(a) Company's order records determine which orders are Storefront Sales.

(b) Each month Company will provide a statement showing Storefront Sales, Gross Sales, Partner Service Fees, the Platform Fee, adjustments, and the Payout.

(c) If Partner believes a statement is wrong, Partner must tell Company in writing within 60 days after it is issued. After that, the statement is final, except for errors Company finds itself, which Company will correct whenever found, in either direction.

7. Payments

(a) Collection on Partner's behalf. Partner appoints Company as its limited agent to collect Partner Service Fees from customers. Once a customer pays Company, that customer's obligation to Partner is satisfied, and Partner looks only to Company for payment.

(b) Timing. Company pays each month's Payout within 30 days after the month ends, to the bank account Partner designates in the Partner Account. Partner must provide a W-9 and keep bank details current.

(c) Refunds and chargebacks. Company may resolve customer complaints, including by issuing refunds. Refunds, chargebacks, and reversed payments on Storefront Sales, including related fees, are deducted from Partner's Payouts. If pending Payouts do not cover the amount within 60 days, Partner will pay the balance within 30 days of invoice.

(d) Offsets and holds. Company may offset any amount Partner owes, including unpaid Monthly Subscription Fees, against Payouts. Company may hold Payouts tied to suspected fraud, an open customer dispute, or a breach of Section 14, and will release any amount not owed once resolved.

(e) Overpayments. If Company pays Partner more than is owed, Company may recover the difference from future Payouts.

8. Term

This Agreement starts when Partner accepts it and continues until terminated under Section 9.

9. Termination

(a) By Partner. Partner may terminate at any time by canceling under Section 13. Termination takes effect at the end of the paid month.

(b) By Company without cause. Company may terminate at any time by notice to Partner. Termination takes effect at the end of the paid month, and Partner keeps full access until then. Fees already paid are not refunded.

(c) For cause. Either party may terminate immediately by written notice if the other (i) materially breaches this Agreement and does not cure within 15 days after written notice, or (ii) becomes insolvent, goes bankrupt, or stops doing business. A breach of Section 14 cannot be cured, and Company may suspend or terminate immediately.

(d) Required by law. Company may suspend or end any part of the service immediately if continuing would violate law or regulation.

(e) No re-registration. If Company terminates for cause, Partner may not open a new Partner Account under a different name.

10. Wind-Down

(a) After this Agreement ends for any reason, Company will keep Partner's Storefront open for 90 days, or longer if Company decides a customer's care requires it, so customers can complete orders for products a licensed provider has already prescribed and finish lab or diagnostic tests already ordered. Partner agrees to this continued access.

(b) During this period, Company may continue using Partner's branding and content until those orders and tests are complete.

(c) When the wind-down ends, Company may remove Partner's content from its systems without liability. Partner will delete any customer information it holds, unless the law requires Partner to keep it.

11. Confidentiality

Each party will keep the other's Confidential Information private, use it only for this Agreement, and protect it with at least reasonable care. It may be shared only with employees, advisors, and contractors who need it and are bound to keep it confidential. This does not apply to information that is public through no fault of the receiving party, was already known to it, or was lawfully received from someone else. If the law or a court requires disclosure, the receiving party will give prompt notice first where allowed. This obligation lasts during the term and for 3 years after termination.

12. Relationship of the Parties

Each party is an independent contractor. Neither party is the other's partner, joint venturer, agent (except for the limited collection role in Section 7(a)), or employee, and neither may bind the other to any contract.

13. Billing and Cancellation

(a) Auto-renewal. The Monthly Subscription Fee is charged in advance, in U.S. dollars, on the same day each month, and renews automatically until Partner cancels. By adding a payment method, Partner authorizes these recurring charges.

(b) Payment processing. Payments are processed by Company's third-party payment processor. Partner authorizes Company and its processor to exchange the payment information needed to complete charges, and agrees to any processor terms presented at checkout.

(c) Canceling. Partner may cancel anytime in the Partner Account or by emailing care@whooshwellness.com. Cancellation takes effect at the end of the paid month. Fees already paid are non-refundable.

(d) Failed payments. If a charge fails and is not resolved within 10 days, Company may pause new orders on the Storefront until payment is made. Refills and renewals for existing customers will continue during any pause.

(e) Price changes. Company will give at least 30 days' email notice before changing plan pricing. New pricing starts on the first billing date after the notice period.

(f) Taxes. Fees exclude sales and similar taxes, which Partner pays, except taxes on Company's income.

14. Compliance

(a) Company does not practice medicine. Clinical services, including consultations, prescriptions, lab testing, and pharmacy dispensing, are provided by licensed providers, which may include professional entities affiliated with Company. Every clinical decision, including whether to prescribe, belongs solely to those providers. Neither Company nor Partner can promise a customer a prescription.

(b) Partner Services stay non-clinical. Whatever licenses Partner or its staff hold, when acting under this Agreement Partner will not diagnose, treat, prescribe, recommend doses, or advise a customer whether a medication is right for them, and will not do anything that requires a professional license