Studio Master Services Agreement

1. Definitions

• “Service” means the Pelagio platform, web and mobile applications, and related services described in the Terms of Service.
• “End User” means a customer who books a class or buys a package from the Studio through the Service.
• “Finix” means Finix Payments, Inc., Pelagio’s payment processor and sponsor.
• “Sub-merchant” means a Studio onboarded by Finix at Pelagio’s direction as a merchant under Pelagio’s Payment Facilitator program.
• “Customer Data” means data the Studio or its End Users put into the Service.

2. Payment Facilitator structure and merchant-of-record

Pelagio operates as a Payment Facilitator under sponsorship from Finix. Each Studio is onboarded as a Sub-merchant with its own Finix merchant identifier. The Studio is the merchant-of-record (“MoR”) for every transaction processed under its Sub-merchant account.

As MoR the Studio is responsible for: (a) the legality of the goods and services it sells; (b) issuing refunds and resolving disputes with its End Users; (c) chargeback liability, including any reserves Finix may require; (d) tax determination, collection, and remittance on its sales, subject to applicable marketplace-facilitator laws under which Pelagio may collect and remit; (e) compliance with consumer-protection laws in jurisdictions where End Users are located; and (f) accurate business and beneficial-owner information for KYC.

3. Onboarding and KYC

The Studio authorizes Pelagio to share its identification information, including tax ID, business formation details, beneficial-owner information, and bank-account details, with Finix for KYC, underwriting, and ongoing monitoring. The Studio agrees to provide updated information promptly if its circumstances change. Finix may suspend or terminate the Sub-merchant account at any time based on its underwriting policies; Pelagio cannot override such a decision.

4. Fees

• Subscription fees per the Studio’s selected plan.
• A 1% platform fee on processed payments, applied on top of Finix processing fees passed through at cost.
• Finix may charge additional fees for chargebacks, ACH returns, and similar events. These are passed through to the Studio.

5. Settlement and reserves

Settlement of processed funds to the Studio’s bank account is governed by Finix and may include holds or reserves at Finix’s discretion. Pelagio reflects Finix’s timing and is not a party to the settlement of funds; funds are at no time held by Pelagio for the Studio.

6. Chargebacks and disputes

All chargebacks initiated by End Users are debited to the Studio. Pelagio provides tools to respond to disputes within the Service, but the financial responsibility sits with the Studio as MoR. The Studio agrees to keep evidence supporting transactions, including booking records and class attendance, for at least 18 months.

7. Acceptable use

The Studio will use the Service only for lawful purposes and only to sell goods and services consistent with our Acceptable Use Policy. Prohibited categories include but are not limited to fraud, illegal goods, age-restricted goods without proper verification, and any category Finix prohibits under its risk policy.

8. Data Processing Agreement

For Customer Data that includes personal information of End Users, the Studio is the controller and Pelagio is the processor. The Data Processing Agreement is incorporated into this MSA by reference. Where required by GDPR Article 28 or analogous law, the DPA controls over this MSA.

9. Term and termination

This MSA continues until terminated by either party. Either party may terminate for material breach not cured within 30 days of written notice. Pelagio or Finix may suspend or terminate immediately for security, legal, or platform-integrity reasons. On termination, the Studio remains responsible for any open chargebacks, refunds, and tax obligations.

10. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, or data. Each party’s aggregate liability under this MSA will not exceed the amounts the Studio paid Pelagio in the 12 months immediately preceding the event giving rise to the claim. These limits do not apply to the Studio’s payment, indemnification, or confidentiality obligations.

11. Indemnification

The Studio will defend and indemnify Pelagio and Finix from third-party claims arising out of (a) Customer Data the Studio uploads; (b) goods or services the Studio sells through the Service; (c) refunds, chargebacks, or taxes for which the Studio is responsible; or (d) the Studio’s violation of law or this MSA. Pelagio will defend the Studio against third-party claims that the Service, as provided by us and used in accordance with this MSA, infringes the third party’s intellectual property rights.

12. Governing law and venue

This MSA is governed by the laws of the State of California. Disputes will be resolved by binding individual arbitration under the JAMS Streamlined Arbitration Rules in San Francisco, California, with the same class-action waiver and §1542 waiver set out in the public Terms of Service.

13. Contact

Pelagio Inc., legal@pelagioapp.com. Studio operations and onboarding questions: studios@pelagioapp.com.