Gym Operator Partner Agreement & Commercial Terms

This Commercial Partner Agreement ('Partner Agreement') is entered into between AETHRIVE Technologies Private Limited ('Platform', 'We') and the authorized legal owner, partner, or director of the gymnasium facility submitting an application through the GymBeam Partner Onboarding Portal ('Partner', 'Gym Operator', 'You').

1.1 Truth in Application: You represent and warrant that all commercial information, facility specifications, equipment counts, bank account numbers, and uploaded documents belong to you or your duly authorized legal entity.

1.2 Mandatory Document Verification: Partner dashboard access, customer booking availability, and commercial payouts remain locked in a PENDING status until Platform Administrators verify your uploaded documents:

1.3 False Submissions Warning: Submitting fabricated, altered, expired, or third-party documents shall result in immediate application rejection, permanent device blacklisting, cancellation of pending payouts, and referral to law enforcement authorities for criminal fraud under Section 420 and Section 468 of the Indian Penal Code / Bharatiya Nyaya Sanhita.

2.1 Premises Safety Warranty: You expressly warrant that: (a) Your workout premises, structural fixtures, flooring, ventilation, and electrical systems comply with all applicable local municipal building, safety, and fire department codes; (b) All exercise machines, cables, pulleys, barbells, dumbbells, and racks are maintained in sound mechanical working order and inspected regularly; (c) The facility maintains functioning first-aid kits and emergency egress routes.

2.2 Unconditional Indemnification: YOU EXPRESSLY AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE PLATFORM, ITS DIRECTORS, EMPLOYEES, AND AFFILIATES AGAINST ANY AND ALL CLAIMS, LOSSES, SETTLEMENTS, FINES, LEGAL FEES, OR DAMAGES ARISING OUT OF: (a) Any physical injury, accident, disability, or death sustained by a customer on or around your gym premises; (b) Any mechanical failure, collapse, or malfunction of your exercise equipment; (c) Any physical altercation, harassment, sexual assault, theft, or tortious act committed by your trainers, staff, or other gym members; (d) Any municipal closure, fire violation, tax penalty, or licensing breach incurred by your business.

3.1 Standard Duration Tiers: Slot pricing must be configured across the 9 (nine) standardized platform tiers: 30 minutes, 1 hour, 2 hours, 3 hours, 1 day, 1 week, 1 month, 6 months, and 1 year.

3.2 Midnight Activation Rule: Any price change submitted through your Partner Dashboard enters the `pending_gym_pricing_updates` queue. Current active prices remain locked and bookable until 12:00:00 AM (00:00 hours) Indian Standard Time (IST, Asia/Kolkata), at which point new prices activate automatically. Partners shall honor all confirmed bookings generated under active published rates.

4.1 Platform Commission: The Platform charges a technology and facilitation commission (deducted as part of the platform fee, default 20%) on all customer bookings.

4.2 Referral Reward Split: (a) Same-Gym Referral: Where a customer books a slot at your facility using your unique owner referral code, 50% of the platform fee is credited to your ledger as an Owner Referral Bonus. (b) Non-Referral / Platform Organic: For organic platform customers, 25% of the platform fee is credited to you as an operational bonus, with 75% retained by the Platform.

4.3 Payout Automation: Net payable amounts recorded in your `owner_ledger_entries` are aggregated into an `owner_payout_batches` settlement and disbursed via RazorpayX to your verified bank account or UPI address.

4.4 Settlement Cadence: Payouts execute according to your configured schedule (Daily, Weekly on Sundays at 00:00 IST, or Monthly on the 1st of each month).

4.5 Tax Withholding (TDS Under Section 194-O): In accordance with Section 194-O of the Indian Income Tax Act, 1961, the Platform shall deduct Tax Deducted at Source (TDS) at the applicable statutory rate on the gross amount of sales facilitated through the marketplace, and furnish quarterly TDS certificates (Form 16A) to verified partners.

4.6 Fraud Clawback & Payout Holds: The Platform reserves the contractual right to freeze pending payouts and claw back ledger credits in the event of customer chargebacks, suspected collusion, artificial booking volume, sudden gym closure, or active consumer disputes.