Holder Agreement

1. Introduction and Definitions

This Holder Agreement ("Agreement") is entered into between HoldMyWhoop, Inc. ("HoldMyWhoop," "Company," "we," "us," or "our"), a Delaware corporation headquartered in San Francisco, California, and the individual accepting this Agreement ("Holder," "you," or "your"). By applying to, being accepted into, or participating in the HoldMyWhoop Holder Network, you agree to be bound by the terms and conditions set forth in this Agreement.

For purposes of this Agreement, the following definitions apply:

• "Active Holding Period" means any period during which you are wearing a Member's device and generating delegated biometric data on their behalf
• "Biometric Delegation" means the act of wearing a Member's wearable fitness tracking device and generating physiological data that is attributed to the Member
• "Device" means any compatible wearable fitness tracking device entrusted to you by HoldMyWhoop on behalf of a matched Member
• "Member" means a subscribing customer of HoldMyWhoop who has been matched with you for biometric delegation services
• "Score Preferences" means the Member's desired recovery scores, strain targets, sleep performance ranges, and any other biometric goals communicated through the platform
• "Strain Target Compliance" means adherence to the daily and weekly strain targets specified in a Member's Score Preferences

2. Holder Obligations

As a Holder in the HoldMyWhoop network, you agree to the following obligations, which form the foundation of our service quality and Member satisfaction:

2.1 Wear Time Requirements

You must wear each assigned Device for the minimum daily wear time corresponding to the matched Member's service tier: sixteen (16) hours per day for Starter tier Members, and twenty-four (24) hours per day, seven (7) days per week for Premium and Elite tier Members. "Wear time" means continuous, uninterrupted skin contact with the Device sensor. Removing the Device to shower is permitted for a maximum of 15 minutes per occurrence, no more than once per day. Swimming with the Device is permitted and, frankly, encouraged.

2.2 Strain Target Compliance

You are expected to maintain daily strain output consistent with the matched Member's Score Preferences. Starter tier Holders must maintain a minimum daily strain of 10.0 and not exceed 14.0 without prior authorization. Premium and Elite tier Holders must meet custom strain targets as communicated through the platform, which may range from 8.0 to 21.0+ depending on Member specifications. If a Member requests a strain level that exceeds your physiological capacity on a given day, you must notify your account manager immediately. Do not attempt heroics. We value your longevity as a Holder above any single data point.

2.3 Device Care and Charging

You are responsible for the physical care, maintenance, and charging of all assigned Devices. Devices must be maintained at a minimum charge level of 20% at all times. You must use only manufacturer-approved charging accessories. Damage to a Device resulting from negligence, improper handling, or failure to follow manufacturer guidelines will be deducted from your compensation at replacement cost. We provide each Holder with a secondary charging cable at onboarding. There is no excuse for a dead device. Members are paying for continuous data. A gap in data is a gap in their identity.

2.4 Recovery and Sleep Performance

You must maintain sleep and recovery habits consistent with generating recovery scores that meet or exceed the matched Member's Score Preferences. This includes maintaining a consistent sleep schedule, avoiding excessive alcohol consumption during Active Holding Periods (more than two drinks per evening may materially impact recovery scores), and prioritizing recovery modalities such as stretching, foam rolling, and hydration. We are not asking you to live like a monk. We are asking you to live like the person your Member wants to be.

2.5 Device Handoff Protocol

You must adhere to all device handoff protocols, including: retrieving Devices from designated secure drop points within two (2) hours of notification; verifying tamper-evident biometric pouch integrity upon receipt; confirming Device receipt through the platform; and returning Devices via secure drop point within forty-eight (48) hours of a cancellation, reassignment, or termination event. Under no circumstances may you arrange a direct, in-person handoff with a Member. The integrity of the Holder-Member separation is non-negotiable.

3. Confidentiality

Confidentiality is the cornerstone of the HoldMyWhoop service model. As a Holder, you occupy a position of extraordinary trust. You are, in the most literal sense, living someone else's fitness life. This responsibility demands absolute discretion.

You agree to the following confidentiality obligations, which survive termination of this Agreement indefinitely:

• You shall not disclose the identity of any Member to any third party, under any circumstances, for any reason
• You shall not disclose the existence of any specific Holder-Member relationship, including confirming or denying whether a particular individual is a HoldMyWhoop Member
• You shall not disclose that you are a Holder or that you participate in biometric delegation services, except to immediate family members who reside in your household and who have signed a HoldMyWhoop Household Confidentiality Addendum
• You shall not post, share, or reference your Holder status on any social media platform, dating profile, resume, LinkedIn profile, or professional biography. The occupation field on your tax return should reflect "independent fitness consultant" or a similar neutral descriptor
• You shall not photograph, screenshot, or otherwise document any Device data, Member information, or platform communications unless explicitly authorized by HoldMyWhoop
• If asked by any person why you are wearing multiple fitness trackers, you shall provide a pre-approved cover explanation as outlined in your Holder Orientation materials. Suggested responses include: "I'm testing them for a review," "It's a clinical study," or simply, "I like data"

Breach of any confidentiality obligation constitutes grounds for immediate termination and may result in liquidated damages of up to $50,000 per breach, as further specified in the Holder NDA executed at onboarding. Holder-Member confidentiality is not merely a contractual obligation; it is the ethical foundation upon which this entire enterprise rests.

4. Compensation

Holders are compensated as independent contractors. Compensation rates are determined by your assigned Holder tier, which is based on your athletic credentials, performance history, and physiological output consistency:

• Tier 1 (Recreational): $25/hour during Active Holding Periods. Suitable for Starter tier Members.
• Tier 2 (Competitive): $40/hour during Active Holding Periods. Suitable for Premium tier Members. Eligible for multi-device bonuses.
• Tier 3 (Elite/Semi-Pro): $65/hour during Active Holding Periods. Suitable for Elite tier Members. Eligible for surge session premiums and multi-device bonuses.

Compensation is paid bi-weekly via direct deposit. Active Holding Period hours are tracked automatically through Device wear-time data. Bonuses are available for: maintaining a recovery score above 85% for 30 consecutive days ($200 bonus); achieving a perfect strain target compliance rate for a calendar month ($150 bonus); and successfully completing a Rapid Rematch activation within 4 hours ($100 bonus per activation).

As an independent contractor, you are responsible for all applicable taxes, including self-employment taxes, on compensation received from HoldMyWhoop. We will provide you with a Form 1099-NEC for each calendar year in which you receive $600 or more in compensation. We recommend consulting a tax professional who is comfortable with the concept of being paid to exist physically.

5. HolderCare Insurance Program

All active Holders are automatically enrolled in the HolderCare insurance program at no cost. HolderCare provides the following coverage during Active Holding Periods:

• Sports Injury Coverage: Up to $100,000 per occurrence for injuries sustained during physical training activities performed while wearing a Member's Device. This includes sprains, strains, fractures, tendonitis, and overuse injuries directly attributable to strain target compliance activities.
• Device Damage Coverage: Full replacement cost for Devices damaged during normal athletic activity. Does not cover damage resulting from negligence, improper use, or activities outside the scope of the Member's Score Preferences (e.g., if a Member requests a 15.0 strain day and you decide to go BASE jumping, resulting Device damage is not covered).
• Dental Coverage (Elite Tier): Comprehensive dental coverage for Tier 3 Holders, including preventive, restorative, and emergency dental care. Because your smile matters, even if no one is supposed to know who you are.
• Income Replacement: Up to 4 weeks of average Active Holding Period compensation for injuries that prevent you from performing biometric delegation services. During the income replacement period, your matched Members will be reassigned through the Rapid Rematch Protocol.

HolderCare does not cover: pre-existing conditions; injuries sustained outside of Active Holding Periods; injuries resulting from activities not reasonably related to generating biometric data; or psychological distress arising from the existential implications of your work (we recommend our optional Employee Assistance Program for that).

6. Injury Protocol and Rapid Rematch

In the event of an injury that may affect your ability to meet strain target compliance requirements, you must:

1. Notify your HoldMyWhoop account manager within one (1) hour of the injury or as soon as medically practicable
2. Continue wearing all assigned Devices until instructed otherwise, unless doing so would exacerbate the injury or interfere with medical treatment. Recovery data from an injured Holder can, in some cases, still meet Starter tier Score Preferences
3. Provide a medical professional's assessment of expected recovery timeline within 48 hours
4. Return all assigned Devices via secure drop point within the timeline specified by your account manager
5. Cooperate with the Rapid Rematch Protocol by providing transition notes to your replacement Holder, including any Device-specific calibration observations, Member Score Preference nuances, and ongoing strain target compliance strategies

The Rapid Rematch Protocol guarantees that affected Members will be paired with a replacement Holder of equal or greater athletic caliber within four (4) hours of activation. Your cooperation during this transition is essential. The Member is counting on an uninterrupted data stream. Their Tuesday morning group chat depends on it.

7. Multi-Device Policies

Tier 2 and Tier 3 Holders may be assigned multiple Devices simultaneously, subject to the following policies:

• Maximum Devices: Tier 2 Holders may wear up to two (2) Devices simultaneously. Tier 3 Holders may wear up to three (3) Devices simultaneously. Requests to exceed these limits require written approval from the Holder Operations team and a demonstrated ability to meet all strain target compliance requirements across all assigned Devices.
• Device Placement: When wearing multiple Devices, each Device must be placed on a different anatomical location to ensure independent sensor readings. Approved placement locations include: dominant wrist, non-dominant wrist, and upper bicep. Ankle placement is available by request but may affect sleep tracking accuracy.
• Data Consistency: When wearing multiple Devices for different Members, you must be aware that minor variations in biometric data between Devices are expected and acceptable. Significant discrepancies (e.g., one Device showing 18.0 strain while another shows 4.0) are not acceptable and may trigger a platform audit. All Devices must tell a physiologically plausible story.
• Conflicting Score Preferences: In the event that two Members' Score Preferences are fundamentally incompatible (e.g., one Member wants a 20.0 strain day and another wants a gentle recovery day), you must notify your account manager for resolution. Do not attempt to satisfy both Score Preferences simultaneously. Physics applies.

Multi-device Holders receive a 15% compensation premium on each additional Device beyond the first. This premium reflects the added complexity of maintaining biometric discretion across multiple concurrent arrangements and the increased social risk of being observed wearing three fitness trackers at once.

8. Covert Wear Program

Certain Members require enhanced biometric discretion due to their public profile, professional obligations, or competitive affiliations. The Covert Wear Program is designed for these situations and imposes additional requirements on assigned Holders:

• Devices assigned under the Covert Wear Program must be worn under clothing at all times during public appearances, competitions, or media-accessible events
• Holders assigned to Covert Wear Members may not post workout data, GPS maps, or activity summaries from their personal accounts that could be cross-referenced with the Member's publicly claimed activities
• Additional confidentiality provisions apply, including geographic activity restrictions and social media blackout periods around key dates specified by the Member
• Covert Wear assignments carry a 25% compensation premium

The Covert Wear Program is available exclusively to Elite tier Members and requires a separate addendum to this Agreement. If you are assigned a Covert Wear Member, you will receive specialized training on enhanced biometric discretion protocols. We cannot tell you why certain Members need this level of discretion. You should not ask.

9. Termination

Either party may terminate this Agreement at any time with fourteen (14) days' written notice, subject to the following conditions:

• Upon termination, you must return all assigned Devices via secure drop point within forty-eight (48) hours
• You must delete any HoldMyWhoop-related data, communications, or materials from your personal devices and accounts
• Unpaid compensation for Active Holding Periods completed prior to termination will be paid in the next scheduled payment cycle
• All confidentiality obligations survive termination indefinitely
• The non-compete provision (Section 10) takes effect upon termination

HoldMyWhoop may terminate this Agreement immediately, without notice, for cause, including but not limited to: breach of confidentiality; failure to meet minimum wear time requirements for three (3) or more consecutive days; chronic failure to achieve strain target compliance; damage to or loss of a Member's Device; attempting to contact a Member directly; public disclosure of your Holder status; or any conduct that brings the HoldMyWhoop brand into disrepute.

Upon termination for cause, HoldMyWhoop reserves the right to withhold final compensation as an offset against any damages arising from the breach, including but not limited to: Member re-onboarding costs, emergency Rapid Rematch Protocol activation, Device replacement, and reputational harm.

10. Non-Compete and Non-Solicitation

For a period of twelve (12) months following the termination of this Agreement for any reason, you agree that you shall not:

• Directly or indirectly engage in, own, manage, operate, or provide services for any business that offers wearable delegation services, biometric proxy services, fitness tracker surrogate services, or any substantially similar service, within any metropolitan area in which HoldMyWhoop operates
• Solicit, recruit, or encourage any HoldMyWhoop Member to engage you directly for biometric delegation services outside of the HoldMyWhoop platform
• Solicit, recruit, or encourage any other HoldMyWhoop Holder to leave the Holder Network or join a competing wearable proxy service
• Use any proprietary HoldMyWhoop methods, including but not limited to: calibration techniques, strain target compliance strategies, biometric discretion protocols, or the Lifestyle Narrative Guide framework, in connection with any competing service

We acknowledge that the wearable delegation industry is young and the competitive landscape is still forming. This non-compete exists to protect the significant investment HoldMyWhoop has made in developing proprietary methodologies, training protocols, and Member trust. If you wish to pursue a career in fitness, athletics, or personal training after leaving the Holder Network, you are free to do so. You simply cannot offer to wear someone else's fitness tracker for money for twelve months. We believe this is a reasonable restriction.

11. Independent Contractor Status

You acknowledge and agree that your relationship with HoldMyWhoop is that of an independent contractor. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between you and HoldMyWhoop.

As an independent contractor, you are responsible for: providing your own training facilities and equipment (exclusive of assigned Devices); maintaining your own athletic conditioning; setting your own training schedule within the parameters of your strain target compliance obligations; and securing your own health insurance (HolderCare is supplemental to, not a replacement for, your personal health coverage).

You are not entitled to any employee benefits, including but not limited to: vacation pay, sick leave, retirement benefits, or workers' compensation. You are entitled to wear multiple fitness trackers while going about your daily life and getting paid for it. We consider that a benefit in itself.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association in San Francisco, California, in accordance with its Employment Arbitration Rules (notwithstanding the independent contractor nature of this relationship, we believe these rules provide the most appropriate framework).

All arbitration proceedings shall be conducted under strict confidentiality. The arbitrator's decision shall be final and binding. You waive any right to a jury trial and any right to participate in a class action. Given the nature of the services described herein, we trust that both parties share a strong mutual interest in keeping any disputes out of the public record.

13. Acknowledgment and Acceptance

By accepting this Agreement, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions set forth herein. You further acknowledge that:

• You are entering into this Agreement voluntarily and without coercion
• You understand the nature of biometric delegation services and your role in providing them
• You have had the opportunity to consult with legal counsel prior to accepting this Agreement (and if you did, you managed to explain what this job is, which is impressive in itself)
• You are physically capable of performing the obligations described herein, including sustained athletic activity and continuous device wear
• You accept the confidentiality obligations and understand that they survive termination indefinitely

For questions about this Agreement, please contact the Holder Operations team: