RelaxClubs — Merchant Agreement

This Merchant Agreement ("Agreement") is between RelaxClubs.com ("RelaxClubs," "we," "us," or "our") and the business enrolling as a venue on RelaxClubs.com ("Merchant," "you," or "your"). By completing enrollment, you agree to this Agreement. Governing language: English. Any translation is provided for convenience; in case of conflict, the English version governs.

1. Relationship of the Parties

The Merchant is an independent business. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the Merchant and RelaxClubs.
RelaxClubs operates a marketplace: we provide discovery, booking, and payment facilitation for relaxation and wellness venues — including spas, massage studios, saunas, hot springs and soaking venues, yoga and meditation studios, facial and skin care studios, and cold plunge facilities. You provide the wellness services and are solely responsible for their quality, safety, and legality.
The contract for services is between you and the customer. RelaxClubs is not a party to that service contract.

2. Onboarding and Stripe Connect

You must complete Stripe Connect onboarding, including identity verification (KYC) and bank account details, before you can receive payouts. Customer payments are charged directly to your Stripe account (Direct Charges); RelaxClubs never takes custody of customer funds.
During enrollment you must provide: your legal business name, exactly as it appears on your business registration documents; your business registration information; the name and phone number of a person in charge of the business; the name and phone number of a day-to-day contact person; and your venue's address, phone number, and service information.
You agree to provide accurate business, registration, and tax information and to keep all of it current, including your person-in-charge and contact-person details.
Where you have no business website, you agree that RelaxClubs may pre-fill your Stripe business profile with your RelaxClubs venue page URL and a description of your services, as permitted by Stripe. Business profile details must be provided at account creation — Stripe locks these fields once your onboarding link is generated.

3. Listings — Accuracy, Licenses, and Content Rights

You represent and warrant that:

Your business is duly organized and legally registered, and you will provide copies of your business registration documents on request.
All listing content (services, prices, hours, photos, descriptions) is accurate and current, and you will update it promptly when anything changes.
You hold all licenses and permits required by federal, state, and local law to operate, including business licenses and massage establishment permits where applicable.
Your practitioners hold required professional certifications (for example, CAMTC certification for massage therapists in California) where applicable.
Every photo and other content you upload is your own, or you hold all rights necessary to use it and to license it to RelaxClubs under Section 12. You may not upload content that infringes any third party's rights.
You will provide copies of licenses and certifications on request and notify us within 7 days if any license is suspended, revoked, or lapses.

4. Compliance — Prohibited Services (ZERO TOLERANCE)

You shall operate in full compliance with all applicable laws, including laws relating to human trafficking and illicit conduct.
Strictly prohibited: offering, advertising, or facilitating any illegal services, including sexual services or the solicitation thereof, on or in connection with the Platform.
Violation of this section results in immediate suspension or termination, forfeiture of pending payouts to the extent permitted by law, and reporting to law enforcement where required. There is no cure period for this section.
You are responsible for the conduct of your staff and contractors on your premises in connection with Platform bookings.

5. Commission and Fees

Default commission: 20% of each transaction, collected as a Stripe application fee on Direct Charges to your Stripe account.
Commission rates are set by RelaxClubs. We may set a different rate for your individual account; any rate set for your account will be between 0% and 90%. The rate applicable to your account is the rate shown in your merchant dashboard.
We may change the default rate for new Merchants with 30 days' notice. If we change the rate set for your account, we will give you at least 30 days' notice, and the changed rate will apply only to bookings made after the effective date of the change.
Other than the commission, RelaxClubs charges no platform fees under this Agreement. You are responsible for Stripe's own processing fees and for your taxes.

6. Payments, Payouts, and Chargebacks

Customers pay directly to your Stripe account (Direct Charge); our application fee is deducted automatically from the same transaction.
Payout timing follows Stripe's schedule for your account and region.
Chargebacks: as the recipient of the Direct Charge, you bear chargeback liability, including the disputed amount and any Stripe chargeback fees. We will provide transaction records to assist with disputes but do not assume chargeback liability.

7. Booking Fulfillment

You must honor all confirmed bookings, or cancel through the Platform with the maximum possible notice.
Keep your availability calendar accurate. Repeated no-shows or unjustified cancellations by you may lead to reduced visibility or suspension.
You handle on-site rescheduling with the customer; the Platform cancellation policy (Section 8) still governs refunds.

8. Cancellations and Refunds (Platform-Wide Policy)

The Platform cancellation policy is set by RelaxClubs and applies to every booking, in place of any different policy stated elsewhere:

Customer cancels at least 24 hours before the appointment: full refund to the customer, including our commission (the application fee is refunded as part of the transaction reversal).
Customer cancels less than 24 hours before, no-shows, or the service has begun or been completed: no refund.
You cancel or fail to honor a booking: the customer receives a full refund; repeated occurrences may lead to suspension.
Refunds are processed through Stripe; by enrolling, you authorize us and Stripe to initiate refunds in accordance with this policy.

9. Reviews

Reviews must reflect genuine customer experiences. You must not post fake reviews, incentivize positive reviews, or attempt to suppress honest negative reviews.
You may review and moderate reviews of your own venue in accordance with Platform content policies, and you may respond publicly to reviews in a professional manner. You may not alter, edit, or selectively rewrite the content of any review.
We may remove reviews that violate our content policies, from any venue, at our discretion.

10. Our Vetting and Audit Rights

We may verify your registration documents and licenses, inspect publicly available information, request documents, and — with reasonable notice — visit your premises.
We may suspend or remove listings, or withhold payouts, while investigating suspected violations.
Search ranking and featuring are at our discretion.

11. Customer Data

Customer contact and booking details shared with you may be used only to fulfill the booking and provide the service.
You must handle customer data in compliance with applicable privacy laws, keep it secure, and must not sell it or use it for unrelated marketing.

12. Marketing and Content License

By enrolling, you grant us a non-exclusive, royalty-free license to display your business name, logo, photos, and listing content to operate and market the Platform, for as long as your listing is active and thereafter in materials already produced.
You may describe yourself as "listed on RelaxClubs" but not as an employee, agent, partner, or endorser of RelaxClubs.

13. Insurance

You shall maintain, at your own cost, insurance coverage appropriate to the services you provide and as required by applicable law — including general liability insurance where applicable — and provide proof of coverage on request.

14. Term and Termination

This Agreement begins on enrollment and continues until terminated.
Either party may terminate with 30 days' written notice.
We may terminate immediately for breach of Section 4 (Prohibited Services), fraud, or repeated material breach.
On termination: existing confirmed bookings must still be honored or refunded per Section 8; your listings are removed; final payouts settle per Stripe's schedule.

15. Indemnification

You agree to indemnify and hold harmless RelaxClubs and its officers, directors, employees, and agents from any claims, damages, and expenses arising from: your services; your breach of this Agreement; your violation of law; or claims by your customers, staff, or contractors.

16. Limitation of Liability

To the maximum extent permitted by law, our total liability under this Agreement is limited to the application fees we collected from your transactions in the 12 months preceding the claim. Neither party is liable for indirect, incidental, or consequential damages. Nothing here limits liability that cannot be limited by law.

17. Confidentiality

Non-public business terms (including your individual commission rate) are confidential and shall not be disclosed except as required by law or to the parties' professional advisors.

18. Governing Law; Disputes

Governed by the laws of the State of California, without regard to conflict-of-law rules.
Informal resolution first: the parties will attempt to resolve disputes informally for 30 days.
Unresolved disputes go to binding arbitration under the AAA Commercial Arbitration Rules in Los Angeles County, California, with a waiver of jury trial and class actions to the extent permitted by law.

19. General

Entire agreement; amendments: we may update this Agreement with 30 days' notice; material adverse changes require your acceptance, failing which you may terminate before they take effect.
Assignment: you may not assign this Agreement without our consent; we may assign in connection with a business transfer.
Notices: via the Platform dashboard and the email address on file for your account.
Severability; waiver: if any provision is held unenforceable, the remainder continues in effect; failure to enforce a provision is not a waiver.

20. Contact

Questions about this Agreement: [email protected]

Merchant acceptance: by clicking "I agree" during enrollment (or signing below), you accept this Agreement.

Business name: ______________________ Authorized signer: ______________________ Date: __________

Last updated: October 13, 2026