Terms and Conditions

1. Agreement

The Terms and Conditions stated therein (collectively, the "Agreement" or "T&C") constitute a legal agreement between you and Vantage Pass LLC, a company incorporated under the laws of United States of America and having its registered office at 14160 Palmetto Frontage Rd Ste 190, Miami Lakes, FL 33016, with corporate document number: L21000518498, ("the Company", "VP", "VantagePass" "we", "our") stating the Terms and Conditions that govern your use of any services and properties such as websites or applications owned and operated by the Company called Beautypass ("the App" or "Beautypass"). In order to use the services and properties of the Company, you must agree to the Terms and Conditions that are set out below.

By using or receiving any services supplied to you by the App, and downloading, installing and/or using the App, by submitting your application for membership, accessing, you hereby expressly signify that you have read, understood this Terms and Conditions, and you agree to be legally bound by the Terms and Conditions set forth in this Agreement.

The Company reserves the right to update and/or modify the Terms and Conditions of this Agreement at any time, effective upon posting of this Agreement on the website, and/or application. Additionally, the Company reserves the right to refuse access to and use of the Platform under this Agreement.

The service is not for persons under the age of 18 or for any users previously suspended or removed from the service by VantagePass. if you are under 18 years of age, you must not use or access the service at any time or in any manner. The service is intended solely for persons that are in full legal capacity to conclude this Agreement, so if your legal capacity is reduced, limited or excluded please don't use the App. By downloading and using this App you affirm that you are at least 18 years of age. This is a binding contract between you and the Company, which is based on your personal characteristics (intuitu personae), where your physical appearance, style, experience in modeling/fashion/art/sport business, is an essential term of the Agreement.

2. Membership

To access and participate in the App, you will need to submit a membership application. The number of members that can be granted membership is limited and depends on the number of available venues, so the Company has right to in its sole discretion approve, refuse, suspend or terminate membership in the Application at any time.

After your membership has been approved, you will need to create a password-protected account (known as "Beautypass Account" thereafter). In order to register and create an account on the App, members must agree to the Terms and Conditions and provide any other information required by the Company for registration. One person can have only one Beautypass account.

Your Account gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion.

You are prohibited from allowing any third party to use your Beautypass account or gain access to the Beautypass Services through your Account. All services are validly for the one Account and it is not transferable to third parties.

Upon filing a request for membership, members will receive a questionnaire where we can ask you to provide us with your personal information and photos to make sure that only one person uses one account and that we can fully process your request.

In order to utilize the Service, you must either login through the Beautypass website or download the App and register an account with the Service (an "Account"). In both cases to create an Account, you must provide your name, email address, and/or social media account information and certain documentation that helps to verify your identity.

Submitted data, material and profile will be reviewed by VantagePass according to our standards and requirements at our sole discretion: once your profile will be validated you will be able to access to the platform full features.

By connecting your Account with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You are responsible for maintaining the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify VantagePass immediately at legal@beautypass.app if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. VantagePass will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying VantagePass of such unauthorized use or loss of your credentials. Separate log-in credentials may be required by the owners and/or operators of External Sites (as defined below) to access such External Sites.

In creating an Account, you agree to provide true, accurate, current, and complete information as requested in any registration forms required by Beautypass App, with particular attention to your fiscal code, tax registration or VAT number (if any). You also agree to update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion. We may, with or without prior notice, suspend or terminate your Account , if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this Agreement, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations, including, but not limited to, trademark rights, copyrights, or the rights of privacy or publicity. Further, we may suspend or terminate your Account, in our sole discretion, for any reason based on our investigation, findings or any allegations of wrongdoing or breaches of these T&Cs. We reserve the right to modify your user category (e.g., from Beautypass Select to Lifestyle, or Lifestyle to Beautypass Select) at our discretion and at any time. This change may occur with or without prior notice to you. Messages sent to an e-mail address provided by you are returned as undeliverable, then VantagePass reserves the right to terminate your Account immediately with or without notice to you and without any liability to you or any third party.

As a registered user of Beautypass, you automatically have a Web Profile on our website as one of the perks of being a member. This Web Profile displays the photos and videos that you have uploaded to your Beautypass Profile, Portfolio, and Content within the app. The Web Profile is accessible via a unique web profile link.

There are two visibility settings for your Web Profile:

- Public Web Profile: A public Web Profile showcases the photos and videos that you have uploaded to your Portfolio and Content in your Beautypass Profile. It is visible to anyone who has access to your web profile link.

- Private Web Profile: A private Web Profile ensures complete privacy. No access is granted to anyone, including those with your web profile link. Visitors attempting to access your private Web Profile will be directed to a 404 page, indicating that the profile is not accessible.

It's important to note that no personal or private contact information is listed on the Web Profile. The Web Profile primarily displays the photos and videos from your Portfolio and Content within your Beautypass Profile on the app.

By opting to create a Web Profile on Beautypass and sharing it publicly, you empower us to promote your success on our platform. You grant Beautypass a worldwide, perpetual, transferable, and sublicensable right to use, copy, modify, distribute, publish, process, adapt, and otherwise modify the photos and videos you have uploaded to your Portfolio and Content in your Beautypass Profile. This grant includes the right to use your photos and videos for promotional and commercial purposes, as well as to showcase them on our platform, all aimed at advancing your opportunities with our venue partners.

If your Web Profile Content includes other individuals or third parties, and you tag Beautypass or related entities in the Content, you confirm that you have obtained the necessary consent from these individuals to use their Content as described in this paragraph.

Beautypass aims to respect the privacy choices of its Users regarding their Web Profiles, and Users can update their profile settings at any time to adjust the visibility of their Web Profile.

3. Service

We exclusively own and operate website, www.beautypass.app, as well as the mobile and touch versions and mobile application (collectively, "Site" or "app" ), and we are an online web and mobile application that connects members of the App who request for membership via the App (known as "members") and venues that provide their services. We allow the Members to be interconnected with others to show their specific experience regarding specific venue.

The App serves as a platform through which specific merchants ("BP Spots") offer the opportunity to order certain complementary goods or services, such as meals and beverages, at selected times, free of charge. These offers are available at cafes, restaurants, bars, pubs, gyms, beauty salons, or similar hospitality establishments ("Offers"). BP Spots are the exclusive providers of these Offers and are solely responsible to you for the quality, care, and delivery of the goods and services they offer. BP Spots begin with 5 free credits and have the option to purchase additional credits at any time. They use these credits to access content uploaded by Members who provide extra content for the Offers they redeem. BP Spots also have the ability to use their Credits to invite members to redeem their offers by sending them private invitations, known as "Collabs."

Members have the privilege to select Offers by making reservations through the App service (referred to as the "Reservation"). Each venue is authorized to specify its terms and conditions related to the offer, including aspects such as the start and end times, the number of participants, special benefits, dress code, rules of conduct, the number of followers, the type of posts, social media outlets, and more. By making reservations, Members confirm and agree that they meet all the conditions outlined in the offer.

When you make a reservation, the App will send you a confirmation. A reservation is considered successful only if you receive this confirmation. You are required to check in by swiping and show the reservation confirmation at the venue to an authorized person. The venue will confirm your reservation by verifying that your name and profile picture on the ticket match their records. Only after this verification, the Member will be eligible to redeem the product or service specified in the reservation. Please note that the redemption process is contingent on the venue's approval, and a Member cannot access the offer without completing this verification. Generally, reservations can be canceled within 5 minutes of booking or up to 2 hours before the reservation's start time without incurring any penalty. Please be aware that certain offers, especially those in the Beauty category, have non-cancelable terms. If you don't show up for a reservation or fail to check in adequately, it will be marked as a no show ("No Show").

Beautypass Lifestyle Members start with one (1) credit, and for each No Show, one (1) credit will be deducted. If your account's credit balance reaches zero (0), it will be automatically suspended. To reactivate your account from suspension, you can purchase credits at any time through the App's Wallet feature. These payments are subject to the Company's Privacy Policy.

Beautypass Select Members begin with three (3) credits, and for each No Show, one (1) credit is deducted. If your account's credit balance reaches zero (0), it will be suspended. To reactivate your account from suspension, you have two options: (i) wait for at least seven (7) days from the date of the last No Show, at which point you will automatically receive one (1) credit, or (ii) purchase credits to reactivate your account automatically through the Wallet feature in the App. These payments are subject to the Company's Privacy Policy.

In the event that a member does not fulfill all the posted offer requirements within 6 hours of the check-in time of their reservation, they will be issued a penalty. If a member receives one penalty, their account will be flagged for non-compliance, but they can continue to use the app. The Member may choose to fulfill the offer requirements within 24 hours or pay for the full value of the offer redeemed in order to remove the penalty.

If a member receives two penalties, their account will be locked indefinitely until all penalties are resolved. To unlock the account, the member must fulfill the offer requirements within 24 hours or pay for the full value of the offer redeemed to remove the penalties.

If a member, who previously received 2 penalties, receives another penalty the Member’s account will be locked indefinitely until the full value of the offer(s) redeemed has been paid for.

All payments made to resolve penalties are final and non-refundable under any circumstances. Members acknowledge and agree that once a penalty payment is made, it cannot be reversed, refunded, or transferred for any reason.

The service is provided on an "as is" and "as available" basis. Your use of the Services is done so at your own risk.

If one of the BP Spots provides special benefits for certain categories of members, we have the right to disclose this information and to communicate, to all members or those applying for membership, without any liability as to the content of the offer offered by one of the venues. In that case, members acknowledge and agree that the Company is solely a neutral facilitator and is not directly involved, nor is a party to the transactions, agreements, contract or arrangements between member and venue.

BP Spots should note that any penalties paid by members are remitted to the platform and not to the BP Spots. This penalty system is intended to disincentivize non-compliant user behavior and to recover platform operational costs, as basic services are provided to businesses free of charge.

The service may be unavailable at certain times to allow the Company to maintain and upgrade the website. Although the Company will always endeavor to inform members in advance of any service unavailability, this cannot be guaranteed. The Company reserves the right to alter or withdraw the service at any time and also reserve the right to refuse the service to any member without giving a reason.

No guarantees or endorsements for services provided by venues. We do not guarantee the quality of venues because they are not employees, contractors or agents of the Company, nor are VantagePass is an agent of the venue. We make no guarantees regarding the quality of food and beverages, synthetic conditions, health safety and other conditions in the venue, skills and/or the outcome or quality of service performed or provided by the venue.

The Company does not endorse nor recommends the services of any particular venue. Any reference on the App or at the premises of a venue to the Company's verifications indicates only that the venue is a registered member of the App, and is not an endorsement, certification or guarantee by the Company.

Additionally, the Company reserves the right to remove without notice to members any venue from the site or App.

Members should exercise due diligence and caution when deciding to make Reservations in venues.

The Company does not perform and is not responsible for the performance of services in the venues. In terms of the provision of services by venues and all other related matters, members contract directly with venues, and their contractual rights are governed by the contractual terms between them and by applicable laws.

4. Penalties

Penalties for Non-Compliance

Obligation to Post: Members who redeem an Offer are required to post a photo or check-in on their social network, tag the BP Spot, and express positive impressions about the BP Spot. The posting duration must follow the specific requirements outlined in the Offer, but in no case shall it be less than 24 hours for any post, whether it's an Instagram Story, Feed, Reel, or similar content. Failure to comply with these requirements, including the deletion or reduction of visibility of the post before the specified time frame in the Offer or before the 24-hour minimum, will incur a penalty.

Content Licensing: Members grant Beautypass a non-exclusive, worldwide, perpetual, transferable, and sub-licensable license to use, copy, modify, distribute, publish, and process the posted Content, provided BP is tagged in the Content. This license is granted without compensation.

Penalty System:

Automatic Penalty Assignment: If a member does not fulfill the posting requirements or any other Offer conditions, penalties will be assigned automatically by the Beautypass system.

If the business is on a basic plan, the only recourse for non-compliance is to assign a penalty to the user via the Beautypass penalty system.

Non-Compliance Consequences:

First Penalty If a member does not fulfill Offer requirements within 12 hours of the reservation check-in time, they will receive a penalty. Upon receiving one penalty, the member’s account will be flagged for non-compliance. The member may resolve the penalty by fulfilling the Offer requirements within 24 hours or by paying the full value of the Offer redeemed.

Second Penalty: If a member receives two penalties, their account will be locked indefinitely until all penalties are resolved. The member must either fulfill the Offer requirements within 24 hours or pay the full value of the Offer redeemed to unlock their account. General Conditions:

Service Provision: Beautypass services are provided on an "as is" and "as available" basis. Members use the services at their own risk.

Dispute Resolution: Any disputes regarding penalties will be subject to the dispute resolution mechanism outlined in the Terms and Conditions. Members are encouraged to resolve issues amicably and in accordance with Beautypass’ guidelines.

Amendments: Beautypass reserves the right to amend the penalty system and conditions as deemed necessary. Members will be notified of any changes in accordance with the Terms and Conditions.

5. Ownership and Use of App

The App, any content on the App and the infrastructure used to provide the App are solely owned by the Company. By using the App and accepting the Agreement: (a) BP grants you a limited, personal, nontransferable, nonexclusive, revocable license to use the App subject to this Agreement; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell or re-sell any content, software, products or services obtained from or through the App/Site. We may change, suspend or end any service or use of the APP at any time in our sole discretion. We may also in our sole discretion impose or change prices for any services or uses of this App To the extent allowed under law, these changes may be effective upon notice provided to you. The App is not a storage service, nor does the Company offer such services. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law.

We retain the right, in our sole discretion, to deny service or use of the App or an account to anyone at any time and for any reason whatsoever. The access to the App may be limited due to regular maintenance, interruptions or other circumstances out of our control.

You agree, undertake and warrant to the Company that: (i) you have reached the age of majority in the jurisdiction of your residence; (ii) you have capacity to enter into legally binding transactions: (iii) You will not attempt to use the App with crawlers, robots, data mining or extraction tools or any other functionality; (iv) you are the sole user of services of this App or Offers; (v) all information you submit to the App is accurate, true, current and complete; (vi) you will update and correct information you have submitted to the App and ensure that it is accurate at all times (out-of-date information will invalidate your account); (vii) you will accept the Offers or participate in other available programs through the App by creating an account on the App; (viii) you will at all times keep yourself informed about and comply with the Agreement.

6. Your obligations

As a member of the App, you agree to comply with the Agreement and all applicable laws and regulations. You acknowledge and agree that the App is for your personal use only. You undertake not to misuse or attempt to misuse or circumvent the App, or are using or attempting to use the App for any unlawful, immoral, inappropriate or non-personal purposes, including but not limited to activities such as hacking, scraping content, infiltrating, fraud, advertising, jamming or spamming.

You may create and hold one account on the Site and the App for your personal use. You are responsible for updating and correcting information you have submitted to create or maintain your account. The Company shall have no responsibility for any incident arising out of, or related to, your account settings. You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. We will assume that anyone using the App/Site or transacting through your account is you. You agree that you are solely responsible for any activity that occurs under your account.

Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person. Any violation of this Agreement, including, without limitation, failure to maintain updated and correct information about your account will cause your account to fall out of good standing and we may cancel your account in our sole discretion.

You may not use the App to recreate or compete with the Company, or to solicit or harass other members, or for any other purpose not contemplated herein. You are prohibited from advertising or soliciting services not within the ambit of any of the services offered by the App at the material time when the advertisement or solicitation was publicized.

All personal information about other members are confidential, and you may not collect, harvest or publish. You acknowledge that a violation of the foregoing could result in significant damages, and you agree that you are liable to the Company for any such damages, and will indemnify the Company in the event of any third party claims against the Company based on or arising from your violation of the foregoing. Additionally, the Company reserves the right, in its sole discretion, to immediately terminate/suspend your access to App without notice and to initiate without notice appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies, for your misuse or suspected misuse of the App.

All members of or interaction via the App/Site and must comply with these Agreement. The following activities are prohibited on the App/Site and constitute violations of this Agreement: Acting illegally or maliciously against the Company, partner venues, our business interests, reputation or services.

Submitting any content to the Site or the mobile application that: (i) breaches applicable laws; (ii) contains viruses or malware or offers unauthorized downloads of any copyrighted, confidential or private information; (iii) contains chain letters of any kind; (iv) impersonates others (including the Company or any of its employees, officers or agents); (v) is subject to any proprietary right without the express permission of the owner of such proprietary right; or (vi) is intentionally inaccurate, commits fraud or com information in connection with your Account or to create multiple BP accounts; Attempting to do or actually doing any of the following: (i) interfering with service to any user in any manner, including by means of submitting a virus to the Site or attempting to overload, "flood," "spam," "mail bomb" or "crash" the Site; (ii) scanning or testing the security or configuration of the Site or breaching security or authentication measures; (iii) accessing data not intended for you, such as logging into a server or an account which you are not authorized to access; (iv) scanning or monitoring the Site for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data; or Using any of the following: (i) frames, framing techniques or framing technology to enclose any content included on the Site without our express written permission; (ii) the Site or any of its resources to solicit BP Spots, consumers, or other third-parties to become users or partners of other online or offline services; (iii) the Site or any of its contents to advertise or solicit, for any commercial, political or religious purpose or to compete, directly or indirectly, with BP; (iv) any site content, in any meta tags or any other "hidden text" techniques or technologies without our express written permission; Engaging in any of the following: : (i) interfering with service to any user in any manner, including by means of submitting a virus to the Site or attempting to overload, "flood," "spam," "mail bomb" or "crash" the Site; (ii) scanning or testing the security or configuration of the Site or breaching security or authentication measures; (iii) accessing data not intended for you, such as logging into a server or an account which you are not authorized to access; (iv) scanning or monitoring the Site for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data; or Tampering or interfering with the proper functioning of any part, page or area of the Site or any functions or services provided by BP or BP Spots; Reselling your membership or allowing others to use or benefit from your membership or from your access to the Site or any Offers you have accepted; Taking any action that places excessive demand on our services or Offer or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);Accessing, monitoring or copying any content from the Site using any "robot," "spider," "scraper" or other automated means or any manual process for any purpose without our express written permission; Violating the restrictions in any robot exclusion headers on the Site or circumventing other measures employed to prevent or limit access to the Site; Exceeding or attempting to exceed quantity limits when accepting Offers; Aggregating any current or previous Offers or content or other information from the Site (whether using links or other technical means or physical records associated with purchases made through the Site) with material from other sites or on a secondary site without our express written permission; or Hyperlinking to the Site from any other website or deep-linking to any portion of the Site. You are obliged to act in accordance with the laws and regulations applicable in the country in which the BP Spot site is located, as you acknowledge and accept that, independently of the offer of cocoa published in an ad via the App, it can be modified and customized in BP Spot itself if by such a tender violated any laws. This primarily relates to the right to consume alcohol, tobacco or other offers, which are, in certain countries, subject to a restrictive regime.

7. PAYMENT TERMS AND CONDITIONS

1. DEFINITIONS "Platform" refers to Beautypass's digital marketplace and related services. "Business Partner" refers to any venue, brand, or event organizer utilizing the Platform. "Model" refers to any individual or entity providing services through the Platform. "Marketplace Balance" refers to funds deposited by Business Partners into the Platform.

2. FUND MANAGEMENT AND CLASSIFICATION 2.1 Deposit and Fund Ownership ● By depositing funds into the Platform ("Marketplace Balance"), Business Partner acknowledges and agrees that such funds become the property of Beautypass. ● All funds deposited constitute payment for Platform services and are held by Beautypass as operational funds, not in escrow or trust. ● Beautypass maintains sole discretion and control over the management and disbursement of all deposited funds.

2.2 Non-Escrow Status ● The parties explicitly acknowledge that Beautypass is not acting as an escrow agent, trustee, or fiduciary with respect to any funds. ● This arrangement constitutes a direct contractual payment obligation between Beautypass and its users. ● No third-party beneficiary rights are created through these terms.

3. PAYMENT STRUCTURE AND FUND DISBURSEMENT 3.1 Operational Control ● Beautypass maintains exclusive operational control over all funds within the Platform. ● Business Partners grant Beautypass express authority to: a) Hold deposited funds b) Process payments to Models c) Apply fees and commissions d) Process refunds when applicable

3.2 Disbursement Conditions ● Payment to Models shall occur only upon: a) Completion of contracted services b) Business Partner verification of completion c) Compliance with all Platform requirements d) Satisfaction of applicable verification requirements

3.3 Payment Timeline ● Payments shall be processed within five (5) business days of satisfaction of all disbursement conditions. ● Beautypass reserves the right to delay or withhold payment for investigation of suspicious activity or compliance concerns.

4. LIABILITY AND DISPUTE RESOLUTION 4.1 Indemnification Business Partners and Models (each an "Indemnifying Party") shall defend, indemnify, and hold harmless Beautypass, its officers, directors, employees, and agents (collectively, "Indemnified Parties") from and against any claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from: ● Breach of these terms ● Payment disputes ● Tax obligations ● Regulatory compliance issues ● Third-party claims related to Platform usage

4.2 Dispute Resolution ● All disputes shall be resolved through mandatory arbitration under the American Arbitration Association rules. ● Venue for any proceedings shall be Miami-Dade County, Florida. ● The prevailing party shall be entitled to recover reasonable attorney's fees.

4.3 Force Majeure Neither party shall be liable for any failure or delay in performance due to circumstances beyond reasonable control, including but not limited to: ● Acts of God ● Government actions ● Fire, flood, or natural disaster ● System outages ● Payment processor disruptions

5. REGULATORY COMPLIANCE 5.1 Money Transmission ● Beautypass operates as a payment facilitator through Stripe Connect. ● Users acknowledge that Beautypass is not a money transmitter or financial institution. ● All payment processing is conducted through licensed third-party providers.

5.2 Stripe Connect Compliance ● Users agree to comply with all Stripe Connect requirements. ● Business Partners must maintain valid payment methods and verified accounts. ● Users consent to sharing necessary information with payment processors for compliance purposes.

5.3 Verification Requirements ● All users must complete identity verification procedures. ● Business Partners must provide and maintain: a) Valid business documentation b) Tax identification information c) Bank account verification d) Any additional documentation required by applicable law

5.4 Refund Processing ● Refunds are subject to: a) Complete identity verification b) Fraud screening c) Compliance review d) Platform terms and conditions ● Beautypass reserves the right to deny refunds for policy violations or suspicious activity.

6. GENERAL PROVISIONS 6.1 Modification of Terms ● Beautypass reserves the right to modify these terms at any time. ● Users will be notified of material changes. ● Continued use constitutes acceptance of modified terms.

6.2 Severability ● If any provision is found invalid or unenforceable, remaining provisions remain in full effect. ● Invalid provisions shall be replaced with valid provisions approximating original intent. 6.3 Governing Law ● These terms are governed by Florida law. ● Users consent to personal jurisdiction in Miami-Dade County, Florida.

7. ACKNOWLEDGMENT By using the Platform, users acknowledge reading, understanding, and agreeing to these terms, including: ● Fund classification and ownership ● Payment structure and disbursement conditions ● Dispute resolution procedures ● Compliance requirements

Definitions "Paid Collaborations" or "Paid Collabs" refer to arrangements wherein Businesses compensate Users for collaborative efforts, including but not limited to the creation and receipt of posts. "Paid Content" refers to content purchased by Businesses from Users through the Beautypass platform.

Paid Collaborations Collaboration Agreement: Each Paid Collaboration shall be governed by a separate Collaboration Agreement, which shall specify the job requirements, payment terms, and any other pertinent details. Payment Terms: All payments for Paid Collaborations shall be subject to the Model Fees Payment and Payment Obligations clauses herein. Exclusivity: The exclusivity clause as stated in these Terms and Conditions shall apply to all Paid Collaborations.

Paid Content Usage Rights: Upon purchase of Paid Content, Businesses are granted non-exclusive usage rights for a period of ninety (90) days from the date of purchase, solely for Instagram marketing purposes. Limitations: The usage rights granted herein are strictly limited to Instagram marketing purposes. Any use beyond this scope or timeframe is expressly prohibited without further agreement. Content Ownership: The original creator retains all ownership rights to the Paid Content, subject to the limited license granted herein. Payment: All payments for Paid Content shall be processed in accordance with the payment terms outlined in these Terms and Conditions. Disputes: Any disputes regarding Paid Content shall be subject to the dispute resolution mechanism outlined in these Terms and Conditions.

General Provisions for Paid Collaborations and Paid Content Applicability: All clauses in these Terms and Conditions, including but not limited to those pertaining to Changes to Fees, Disputed Payments, Suspension, Currency and Processing Fees, and Exclusivity, shall apply equally to Paid Collaborations and Paid Content unless explicitly stated otherwise. Indemnification: The indemnification clause in these Terms and Conditions shall extend to any claims arising from Paid Collaborations or Paid Content. Modification: Beautypass reserves the right to modify these terms related to Paid Collaborations and Paid Content, with such modifications becoming effective upon notice to Users.

Fees and Payment: Fees: In exchange for the services provided by you as outlined in the collaboration agreement ("Collaboration Agreements"), Beautypass will pay the agreed-upon fees (“Model Fees”). The Model Fees are detailed in the Collaboration Agreement and are subject to a commission retained by Beautypass, which will be deducted from from the total payment received from the applicable venue, brand or event organizer (the “Business”).

Model Fees Payment and Payment Obligations: Model Fees are due within 5 days of the completion of the job requirements specified in the Collaboration Agreement. Beautypass will process payments on the agreed-upon Payment Days as defined in the Collaboration Agreement. You are responsible for ensuring the accuracy and currency of your payment information to facilitate timely payments. All funds will be held by Stripe, a third-party payment service provider. While Beautypass deducts its commission, it does not hold or retain any funds on behalf of the Model beyond the commission. All remaining payments are processed and transferred to the Model within the agreed-upon Payment Days as defined in the Collaboration Agreement. Beautypass is not responsible for any payment made to an incorrect bank account or any other account based on incorrect information provided by you. You are responsible for all fees, such as equipment rentals, photographer fees, model fees, location fees, government fees etc., that may be incurred in connection with the Collaboration Agreement. You will report to all applicable government agencies as income all payments received by you pursuant to the Collaboration Agreement. This means you will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency for any payments received by you. You are solely responsible for reporting any payments received from Beautypass to the appropriate tax authorities. Beautypass will not withhold any taxes. You should consult with a tax advisor to understand your tax obligations. You are not entitled to any benefits paid or made available by Beautypass to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Beautypass pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. You agree to defend, indemnify and hold harmless Beautypass and its members, managers, officers, directors, employees, agents, parents, subsidiaries, and affiliates from and against any and all damages, liabilities, litigation, judgments, settlements, penalties, fines, expenses, including attorneys’ and experts’ fees, and other comparable cost (collectively “Damages”) arising from your breach of the foregoing obligations.

Changes to Fees: Once a Collaboration Agreement has been accepted, the agreed-upon Model Fees cannot be changed.

Disputed Payments: If a dispute arises regarding payments, you must notify Beautypass within 5 days of payment or completion of the Collaboration Agreement, providing details of the discrepancy. Both parties will engage in good faith discussions to resolve any payment disputes. Any disputes are subject to the dispute mechanism in the Terms and Conditions.

Suspension: The suspension of Beautypass services, including for any violation of the Terms and Conditions, does not exempt you from your obligations under these Terms and Conditions.

Currency and Processing Fees: All payments will be processed in the currency of the user's market, as allowed by Stripe. Beautypass is not responsible for any currency exchange rate fluctuations or processing fees charged by payment processors.

Exclusivity; License to Content: For a period of 6 months after entering into a Collaboration Agreement, Models agree to exclusively engage with the Business through Beautypass. Models also agree that any content created as part of the Collaboration Agreement will be exclusively licensed through Beautypass during and after the term of these Terms and Conditions.

Compliance with Applicable Laws, including Marketing Laws: Models must comply with all relevant laws, rules, and regulations regarding sponsored posts, including guidelines such as 16 CFR Part 255 – Guides Concerning the Use of Endorsements and Testimonials in Advertising. This includes disclosing any material connections to Businesses within sponsored posts, using acceptable disclosures such as #ad, #paid, or #sponsored. The foregoing is provided for information purposes only, and does not constitute legal advice. It is the Model's sole and exclusive obligation to seek legal advice to ensure compliance with all applicable laws and regulations and ensure the compliance of all sponsored posts in the applicable jurisdiction(s). Compliance with these disclosure obligations is a mandatory and material term of all Collaboration Agreements.

Removal of Content: You will cooperate with us in removing or modifying any inappropriate content relating to the Business or its products from your blog, website, or your accounts on social networking websites, such as Instagram, Facebook, Pinterest, TikTok, or Snapchat (“Social Media Provider”) or any other media over which you have control.

Privacy: You understand that information about an identifiable individual or information that is subject to applicable privacy or data protection laws (“Personal Information”) will be treated in accordance with Beautypass’ privacy policy located at https://www.beautypass.app/policies/privacy.

Confidentiality: You acknowledge that we or a Business may provide confidential and proprietary information to you in connection with the Collaboration Agreement, including, but not limited to the Beautypass App, identity of our customers, including any Business or its agency contacts, names, phone numbers, addresses, e-mail addresses, campaign, campaign history, campaign preferences, pricing information and other information regarding a Business’s products, services, or initiatives and all other information which Beautypass considers to be confidential and proprietary. Except as needed to perform your obligations hereunder, during the term of the Collaboration Agreement, you shall keep confidential and not disclose any such confidential and proprietary information. You will also keep confidential and not disclose the terms of the Terms and Conditions, the Collaboration Agreement or use any such information for your own purposes. Any information provided by you and marked as “confidential” shall be deemed confidential information.

Warranties: You represent and warrant that: (i) you have the authority and right to enter into the Terms and Conditions and any Collaboration Agreement and have obtained all rights and waivers necessary to grant the rights, titles and interests granted thereunder; (ii) you will comply with all applicable laws, by-laws, rules, regulations and guidelines, including requirements and standards related to advertising and marketing, competition, consumer protection and privacy; (iii) all information submitted by you and all statements made by you will comply with all applicable laws and is accurate; (iv) to the extent that you upload any content, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such content and that such content does not infringe on any third party intellectual property or other rights, including, without limitation, patent, copyright, trademark or trade secrets, in such content, violate any terms of service applicable to any Social Media Provider, or this Agreement; (v) you are legally permissible to work on any content that you apply to participate in, including compliance with any laws relating to advertising for the consumption of alcohol; (vi) you are not under 18 years of age; (vii) you will not disparage, defame, or other diminish the good will or reputation of Beautypass and/or the Business; and (viii) work for a competitor of a Business while you are participating in a Collaboration Agreement for such Business, unless otherwise agreed in writing with such Business. You agree to defend, indemnify, and hold Beautypass and its members, managers, officers, directors, employees, agents, parents, subsidiaries, and affiliates harmless from any damages, liabilities, litigation, judgments, settlements, penalties, fines, expenses, including attorneys’ and experts’ fees, and other comparable cost (collectively “Damages”) that arise from or relates to a breach of the representations and warranties set forth in this Section. Further: (i) you agree to follow all required photo review and approval processes required by the Business; (ii) you agree that you will not transmit any content to your website or Social Media Provider account without obtaining the prior written approval of the Business; (iii) you further agree that the Business has the sole discretion to accept or reject your submitted content; (iv) you agree to comply with all the applicable laws, rules, regulations, and guidelines, both in the US and in the jurisdictions in which the content is to be used; (v) you will clearly and conspicuously identify your connection with the Business (i.e. that you received benefits) at any time you make a public statement or post about the Business or its products or services; (vi) you will represent the Business and its products and services in a positive light; (vii) you will respect the intellectual property and proprietary rights of others and you will not post any content unless you have the necessary permissions including any identifiable third party brand logos or markers, and that you will not post the confidential or proprietary information of any party; (viii) you agree that if any Content contains an image of another identifiable person that you have obtained from them all necessary authorizations and will obtain a written release in a form acceptable to us as requested; (ix) you will ensure that the content will not include content that is profane, pornographic, sexually explicit, violent or derogatory of any ethnicity, race, gender, religion or faith, profession or age group; promotes excessive or irresponsible alcohol consumption, or in any way illegal drugs, tobacco, firearms/weapons or a particular political agenda; is obscene or offensive; or promotes or depicts unsafe activities or inhumane behavior or activities; (x) you further ensure that the content will not be placed adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language.

Indemnification: To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Beautypass and its members, managers, officers, directors, employees, agents, parents, subsidiaries, and affiliates (collectively, the “Indemnified Parties”), from and against all claims, losses, liabilities, judgments, damages, costs, expenses, demands, and suits (including but not limited to fees and expenses of attorneys, experts, consultants, arbitrator(s) fees and arbitration administrative costs, court costs and fees, and all other costs of litigation and/or arbitration) arising out of or related to, or alleged to arise out of or be related to: (i) any representation or misrepresentation by you in any content that you (or anyone acting on your behalf) submits, posts, transmits or makes available; (ii) any liability arising from the tax treatment of payments or any portion of such payments; (iv) your dispute of any amounts owing in association with a Collaboration Agreement or other agreement; (v) your liability arising from violation of any applicable law, including intellectual property laws; (vi) any violation by you of these Terms and Conditions; and (vii) your negligence or willful misconduct.

LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BEAUTYPASS, ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, OR AFFILIATES (COLLECTIVELY, “COMPANY PARTY”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, FIXED, OR ENHANCED DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT BEAUTYPASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BEAUTYPASS’ AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICES OR THE COLLABORATION AGREEMENT EXCEED THE GREATER OF (A) $100 USD OR (B) THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT YOU FIRST FILE A LAWSUIT, ARBITRATION OR ANY OTHER LEGAL PROCEEDING AGAINST COMPANY, WHETHER STATUTORY, IN LAW OR IN EQUITY, IN ANY TRIBUNAL. THE DAMAGES LIMITATION SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE APPLIES (i) REGARDLESS OF THE GROUND UPON WHICH LIABILITY IS BASED (WHETHER DEFAULT, CONTRACT, TORT, STATUTE, OR OTHERWISE), (ii) IRRESPECTIVE OF THE TYPE OF BREACH OF RIGHTS, PRIVILEGES, OR OBLIGATIONS, AND (iii) WITH RESPECT TO ALL EVENTS, THE COLLABORATION AGREEMENT, AND THIS AGREEMENT. COMPANY PARTY SHALL NOT BE LIABLE FOR ANY ACTION, CONDUCT OR LIABILITY WHATSOEVER OF ANY BUSINESS.

You are solely responsible for your interactions with the Business. You hereby unconditionally and irrevocably waive any claims you may have against Beautypass in connection with any product or service of a Business, any action or inaction by a Business, including, without limitation, but not limited to any harm caused to you by a Business, a Business’ failure to comply with applicable law. Any cause of action under or in connection with these Terms and Conditions shall be time barred within six months.

NO REPRESENTATIONS OR WARRANTIES AND OTHER ACKNOWLEDGEMENTS: Beautypass acts as a neutral third-party facilitator. From the moment you book a job with a Business, Beautypass acts solely as an intermediary between you and the Business (or applicable third party), transmitting the relevant details of the reservation to you, and you initiate a direct legal relation with the Business (or applicable third party), taking all legal consequences and risks from such a relation. You acknowledge and agree that the Company does not vet nor provide background checks on any Member or Business. You acknowledge and agree that Beautypass, its affiliates or any of their respective employees, agents, merchants, third-party content providers or licensors or any of their officers, directors, employees or agents ("Company Parties") do not make any representations or warranties (expressed or implied, statutory or otherwise) in connection with the use of the App or the Site and, in particular regarding, (i) the use of the App or the Site being uninterrupted, secure,virus-free or error free; or (ii) consequences or results from the use of the App or the Site; (iii) the accuracy, completeness or reliability of the content on the App or the Site, including, without limitation, offers, products or other available programs; (iv) the operation of the App or the Site or dealings via the App or the Site ; (v) other content provided at or via the App or the Site; or (vi) any of the Members or any Business or third party you may interact with as a result of the App or the Site. The Site and all content, user content and other information contained on the Site, offers, products and other available programs accessible through the Site, are made accessible or available on an "as is" and "as available" basis, therefore, you agree to access and use this Site at your sole risk.

You acknowledge and agree that you are not an employee, representative, officer, partner or agent of Beautypass and that you are not authorized to represent Beautypass in any capacity whatsoever. You further acknowledge that Beautypass is not and does not act as the talent, employment or another agent or representative of you and is not authorized to act and does not act on behalf of any of the Businesses or any other third party as a result of your use of the App or the Site.

General Provisions These terms, together with any additional agreements or addenda, constitute the entire agreement between the parties regarding Platform usage and fund management. No other terms, conditions, or agreements, whether oral or written, outside of this agreement shall apply unless explicitly stated.

8. Addendum: Valid and Rejected Posts

Definition of Valid Posts A valid post is one that meets all the specific criteria set forth for Stories, Feed Posts, and Reels. Failure to comply with these criteria will result in the post being deemed invalid, which may lead to penalties.

Criteria for Stories Content Type: Can be a video or photo. Duration: Minimum of 5 seconds. Tagging: The business must be tagged correctly in a clear and legible way. Visibility: Must remain published for at least 24 hours. Quantity: If the offer requires multiple stories, each story must be a separate, individual post that adheres to the duration and tagging requirements.

Criteria for Feed Posts Content Type: Can be a photo or video. Placement: Must appear on the main Instagram grid of the user. Tagging: The venue must be tagged correctly as per the story requirements. Visibility: Must remain published for at least 24 hours. Submission: The user must attach the link of the post within 3 days of redeeming the offer.

Criteria for Reels Content Type: Must be a Reel. Duration: Minimum of 10 seconds. Tagging: The venue must be tagged correctly as per the story/feed post requirements. Music: The Reel must have music. Location: Must be shot at the venue. Visibility: Must remain published for at least 24 hours. Submission: The user must attach the link of the post within 3 days of redeeming the offer....

9. User conduct

You agree not to upload, post, or otherwise transmit any content that is obscene, vulgar, pornographic, or otherwise offensive, or that promotes or encourages illegal activity.

You agree not to upload, post, or otherwise transmit any content that infringes on the intellectual property rights of others, including, but not limited to, trademarks, copyrights, and patents.

You agree not to harass, threaten, or otherwise violate the legal rights of others, including, but not limited to, their privacy rights and publicity rights.

You agree not to upload, post, or otherwise transmit any content that contains viruses or other harmful components that may damage, disable, or otherwise interfere with the operation of the app or any other user's device or software.

10. Content Moderation

We reserve the right to remove any content that violates these Terms and Conditions, or that we deem inappropriate or offensive, in our sole discretion.

We may use automated tools or third-party services to assist in identifying and removing inappropriate content.

We may suspend or terminate your access to the app if we determine, in our sole discretion, that you have violated these Terms and Conditions or engaged in any behavior that is harmful to other users or the app.

11. Beautypass Chat

This addendum outlines the terms and conditions governing the use of the chat functionality on the Beautypass platform. By using the chat feature, all users agree to comply with the following provisions:

1. Purpose and Scope of Chat Functionality

1.1 Purpose: The chat functionality provided by Beautypass is designed to facilitate communication between parties involved in Paid Collaborations, beauty venue reservations, and other relevant interactions as specified in this addendum. It also serves as a channel for premium users to communicate directly with the Beautypass team (customer support/admins) to address inquiries, resolve issues, or receive assistance related to their use of the platform.

1.2 Scope of Use: 1.2.1 Chats are available between Businesses and Members for Paid Collaborations. 1.2.2 Chats are available between Beauty Venues and Members for coordinating reservations, if necessary. 1.2.3 Chats are available between Starter and Plus Business Subscribers and any Members for reservation-related communications. 1.2.4 Chats are available between "Brand" Businesses and Members for relevant interactions. 1.2.5 Chats are available between Premium Users and the Beautypass team (customer support/admins) for resolving platform-related issues, inquiries, or support requests.

1.3 Duration: Chats are accessible during the duration of the Paid Collaboration or reservation and for up to one week after the completion of such engagement. Chats between premium users and Beautypass team members are accessible as needed based on the user's inquiries or support needs.

2. Chat Functionality and Limitations 2.1 Restrictions: 2.1.1 The chat functionality is strictly for coordination, editing, resolving issues related to the Paid Collaboration, reservation, or for providing support to premium users. All aspects of Paid Collaborations and reservations, including terms and conditions, are set forth in the applicable Collaboration Agreement or reservation terms and cannot be altered via chat. 2.1.2 Chats may not be used to negotiate, amend, or modify any terms of the Paid Collaboration, reservation, or user agreement. Any such changes must be executed in accordance with the terms of the Collaboration Agreement, reservation terms, or the platform’s standard procedures.

2.2 Prohibitions: 2.2.1 The use of foul language, abusive remarks, or any form of harassment in chat communications is strictly prohibited. 2.2.2 The exchange of personal contact information, including phone numbers and email addresses, is forbidden. All communication must occur within the chat interface provided by Beautypass.

3. Monitoring and Compliance 3.1 Monitoring: Chats are subject to monitoring by Beautypass to ensure compliance with these Terms and Conditions and to maintain safety and security. Monitoring is conducted in accordance with Beautypass’ Privacy Policy.

3.2 Compliance: All parties using the chat functionality, including communications with the Beautypass team, must comply with Beautypass’ guidelines for acceptable use and communication standards. Failure to adhere to these guidelines may result in the suspension or termination of chat privileges and/or other remedial actions as deemed appropriate by Beautypass.

4. Data Privacy and Security 4.1 Data Handling: All chat communications, including those between users and the Beautypass team, are processed in accordance with Beautypass’ Privacy Policy, which governs the collection, use, and storage of personal data.

4.2 Security: Beautypass employs reasonable measures to secure chat communications and protect against unauthorized access. However, users are responsible for ensuring their own compliance with relevant data protection and privacy laws when using the chat functionality.

5. Dispute Resolution 5.1 Disputes: Any disputes arising from or related to chat communications will be subject to the dispute resolution mechanism outlined in the Terms and Conditions. Users are encouraged to resolve issues amicably and in accordance with Beautypass’ guidelines.

6. Termination of Access 6.1 Termination: Beautypass reserves the right to terminate or restrict access to chat functionality if users violate these Terms and Conditions or engage in conduct deemed inappropriate or harmful to the integrity of the platform.

6.2 Consequences: Inappropriate use of chat functionality, including communications with the Beautypass team, may result in penalties, including but not limited to the suspension of chat privileges and/or termination of user accounts.

7. No Warranty 7.1 No Guarantee: Beautypass does not warrant that the chat functionality will be error-free, uninterrupted, or secure. Beautypass is not liable for any issues arising from the use of chat functionality.

8. Prohibited Language and Content Users of the chat functionality must adhere to the following prohibitions:

8.1 Profanity and Obscenity: The use of explicit language, slurs, and any content that is sexually explicit or vulgar is strictly prohibited.

8.2 Hate Speech: Language or content that promotes violence, discrimination, or hostility based on race, ethnicity, religion, gender, sexual orientation, or disability is not allowed.

8.3 Harassment and Threats: Threatening language, bullying, and harassment of any kind, including both direct threats and implications of violence, are prohibited.

8.4 Illegal Activities: The discussion or promotion of illegal activities, including but not limited to drug use, trafficking, and other criminal behavior, is forbidden.

8.5 Inappropriate or Sexual Content: The sharing of sexually explicit content, including images, videos, and links, as well as any unsolicited sexual advances or discussions, is prohibited.

8.6 Misinformation and Disinformation: The spread of false or misleading information that could cause harm, including false claims about health, safety, or political matters, is restricted.

By using the Beautypass chat functionality, users agree to abide by all the above terms. Non-compliance may result in restricted access, suspension of privileges, or termination of accounts as deemed necessary by Beautypass.

12. Purchases

Beautypass offers credits for purchase. Payments are made through Apple Pay or Google Pay. If you purchase credits, you will be prompted to confirm your purchase on Apple or Google before authorizing payment. Your credit or debit card will be charged for the purchase of credits at the prices displayed to you for the package you have selected. You authorize that any sales tax or similar taxes associated with the purchase of credits, may be imposed on your payment.

All prices, discounts, and promotions posted on the website are subject to change without notice. The price charged for credits will be the price in effect at the time the order is placed and will be set out in your order confirmation on Stripe. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total, and will be itemized in your order confirmation screen. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

ALL PURCHASES ARE FINAL AND NON-REFUNDABLE. You acknowledge that Beautypass is not required to provide a refund for credit purchases for any reason. Credits cannot be exchanged, sold, transferred or redistributed for value outside of Beautypass.

Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the website at the time of your order.

13. Non-Circumvention Clause

Obligations By using Beautypass, you agree to communicate through the Beautypass platform and conduct all transactions or engagements exclusively through the platform for any interactions facilitated by Beautypass. This obligation applies to all interactions, including but not limited to Collabs, recurring offers, and events.

Prohibited Actions You agree not to: 1. Contact venues outside of the Beautypass platform to redeem offers or solicit collabs from our business partners. This includes seeking free offers, collab payments, sponsorships, or ambassador deals, or receiving collaborations in any manner other than through the Beautypass platform. 2. Refer a user identified through Beautypass to a third party for the purpose of conducting transactions outside of the Beautypass platform. This means venues cannot contact our users outside of the platform to collaborate for offers, collabs, etc., that they are offering on our platform.

Notification and Enforcement You agree to notify Beautypass immediately if any party suggests conducting transactions outside of the platform or if you receive unsolicited contact outside of the platform in violation of this non-circumvention clause. If you are aware of a breach or potential breach of this agreement, please submit a confidential report to Beautypass at support@beautypass.app.

Breach and Consequences A violation of this non-circumvention clause is considered a material breach of the Terms of Service. Any breach of this clause will result in immediate termination of your Beautypass account.

Continued Obligation This non-circumvention clause remains in effect for as long as you have an active Beautypass account.

Communication You agree to use the communication services available on Beautypass to communicate with both venues and users. You will not share contact details or attempt to communicate outside of the platform until an offer, event, or collab engagement has been confirmed through Beautypass.

Means of Direct Contact For the purposes of these Terms of Service, "Means of Direct Contact" includes any information that would allow another person to contact you directly, including but not limited to phone number, email address, physical address, links to contact forms, or social media profiles. You agree not to share Means of Direct Contact prior to confirming an engagement through the Beautypass platform.

This clause applies to all interactions facilitated through Beautypass, including but not limited to Collabs, recurring offers, and events. By participating in any transactions or engagements on the Beautypass platform, you acknowledge and agree to adhere to this non-circumvent policy.

14. Refer & Earn

The "Refer & Earn" program ("Program") is provided by Beautypass ("we," "us," or "our") through the Beautypass mobile app ("App").

By participating in the Program, you agree to these Terms and acknowledge that you have read and understood them.

Eligibility: Participation is open to registered, active Beautypass members who are of legal age in their jurisdiction.

Referral Criteria:

Venues: To qualify for rewards, users must successfully refer new venues to Beautypass. The following conditions apply:

Users must provide a contact name for the venue, have spoken to the contact at the venue, and pitched Beautypass' service to them. The referral must be the primary reason the venue signed up. Venues must maintain a minimum of one active offer for a continuous 60-day period. Self-referrals and user-owned venue referrals are strictly prohibited.

Referral Submission: To be eligible for a referral reward, users must submit all required referral information, including the contact name and details, directly through the Beautypass App at the time of referral. Referrals submitted outside the App or without complete information will not qualify for the referral reward.

Brands: To qualify for rewards, users must successfully refer new brands to Beautypass. The following conditions apply:

Users must provide a contact name for the brand, have spoken to the contact at the brand, and pitched Beautypass' service to them. The referral must be the primary reason the brand signed up. Brands must remain active as a paying client for a continuous 60-day period, which includes maintaining an active offer, collaboration, and/or event on the platform. Self-referrals and user-owned brand referrals are strictly prohibited.

Referral Submission: To be eligible for a referral reward, users must submit all required referral information, including the contact name and details, directly through the Beautypass App at the time of referral. Referrals submitted outside the App or without complete information will not qualify for the referral reward.

Market-Based Conditions for Referral Payments

Premium Market Requirement: Beautypass reserves the right to designate certain markets as "Premium Markets" based on factors including, but not limited to, market crowding, saturation, or other economic conditions. In these designated markets:

No Premium, No Payment: If Beautypass determines that a referred venue in a Premium Market does not pay the required premium for service, no referral reward will be paid to the user, regardless of whether the venue meets the 60-day active requirement.

Market Designation: The designation of a market as a Premium Market and the determination of the required premium are at the sole discretion of Beautypass. These decisions are final and binding, and are not subject to dispute or appeal.

Referral Reward: The reward amount specified in the "Refer & Earn" section of the App is subject to change at Beautypass' discretion. Different rewards apply for referring venues and brands. The specific reward for each referral type will be indicated in the App.

Payment Collection: To claim rewards, eligible users must submit an invoice to accounting@beautypass.app within 30 days of becoming eligible. The invoice must include the user’s name, venue/brand name, the itemized amount, and valid payment information (PayPal, Zelle, or ACH).

Disputes: Any disputes must be reported within 14 days of the referral submission or invoice. Disputes related to the designation of Premium Markets or the application of the market-based conditions will not be entertained.

Liability: Beautypass is not liable for indirect, special, or consequential damages. The maximum liability for any claim shall not exceed the value of the claimed reward.

Severability: If any provision of these Terms is deemed invalid, the remaining provisions shall remain enforceable.

Changes to Terms: Beautypass may amend these Terms at any time, with changes effective upon posting in our Terms and Conditions.

15. Terms and Conditions for Beautypass Subscriptions

Introduction: These terms and conditions govern the Beautypass Premium service for Beautypass members and the Beautypass Starter and Plus service, for venues ("BP Spots"). By subscribing to Beautypass Premium or any BP Spots plan, you agree to be bound by these terms and conditions, as well as any other policies or guidelines posted on the Beautypass profile page or otherwise made available to you.

Beautypass Premium (For Beautypass Members) Beautypass Premium is a premium subscription designed to enhance your experience on Beautypass, offering access to various features and benefits. The current list of Beautypass Premium features is set out on their Beautypass profile page, but please note that these features may change in accordance with these Beautypass Subscription Terms. Your Beautypass Premium Subscription is non-transferable to any other account or user of the Services under any circumstances, and you may not allow others to use your account to access Beautypass Premium.

Starter and Plus (For venues, "BP Spots") BP Spots are offered two tiers of plans: Starter and Plus, designed to provide venues with enhanced control and promotional opportunities on Beautypass. The specific features and benefits of Starter and Plus are outlined on their Beautypass profile page, but please be aware that these may be subject to change in accordance with these Beautypass Subscription Terms. Your BP Spot subscription, whether Starter or Plus, is non-transferable to any other account or user of the Services and may not be shared or transferred.

Subscription: To subscribe to Beautypass Premium, Starter, or Plus, you must have a valid payment method and be authorized to make payments through the respective app stores, including Apple's App Store or Google's Play Store. The Services are available for purchase as monthly, 6-month or 12-month subscriptions, with specific terms and pricing made available within the Beautypass mobile app. Subscriptions will automatically renew at the end of each billing period, unless canceled.

Payment: All payments will be processed through the respective app stores, and are subject to the terms and conditions of the respective app stores, including Apple's and Google's standard subscription policies. You agree to pay the subscription fee and any other applicable charges incurred in connection with your use of the Service, such as any taxes and fees. If you believe that you have been charged in error, you must contact Beautypass within 30 days of the date of the charge.

Access and Availability: The Service is available for use on compatible mobile devices and is subject to any restrictions or limitations imposed by the respective app stores or by Beautypass. Beautypass does not guarantee that the Service will be available at all times or that your use of the Service will be uninterrupted, error-free, or free from unauthorized access, including hacking or viruses.

Termination and Cancellation: You may cancel your subscription at any time through the respective app stores, and your cancellation will take effect at the end of your current billing period. If you cancel, you will continue to have access to the Service through the end of your current billing period, but will not receive a refund for any fees you have already paid. Beautypass reserves the right to terminate your Beautypass subscription at any time, without notice and without refund, if Beautypass determines that you have violated these terms and conditions or any applicable laws.

Changes to Terms and Conditions and Service: Beautypass may modify these terms and conditions and/or the Service at any time, and such modifications will be effective immediately upon posting in the Beautypass app or otherwise communicating them to you. Your continued use of the Service after such modification constitutes your agreement to be bound by the modified terms and conditions.

Disclaimer of Warranties: The Service is provided on an “as is” and “as available” basis, without warranty of any kind, either express or implied, including without limitation any warranty for information, services, or products provided through or in connection with the Service, and any implied warranties of merchantability, fitness for a particular purpose, or non-infringement

Legal Disclaimer for US Residents: These terms and conditions shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any disputes arising from or in connection with these terms and conditions shall be resolved exclusively in the state or federal courts located in the State of Florida, United States of America.

Legal Disclaimer for Non-US Residents: These terms and conditions shall be governed by and construed in accordance with the laws of the country in which you reside, without giving effect to its conflict of laws provisions. Any disputes arising from or in connection with these terms and conditions shall be resolved exclusively in the courts located in the country in which you reside.

Entire Agreement: These terms and conditions, together with the Beautypass profile page and any other policies or guidelines posted on the Beautypass profile page or otherwise made available to you, constitute the entire agreement between you and Beautypass with respect to your use of the Service, and supersedes all prior agreements between you and Beautypass with respect to such use.

No Waiver: The failure of Beautypass to enforce any right or provision in these terms and conditions shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

Severability: If any provision of these terms and conditions is found to be invalid or unenforceable, the remaining provisions shall be enforceable to the fullest extent possible.

Subscription Renewal: Your subscription will automatically renew at the end of the subscription period for which you have signed up, until your subscription is canceled or terminated. You can manage your subscription anytime through Apple’s App Store or Google Play Store’s account subscriptions. To cancel your subscription follow the through the app store provider (such as Apple or Google) in accordance with the subscription cancellation process for Apple or Google app subscriptions. Deleting the Beautypass app or your Beautypass account will not cancel your subscription, and you will be responsible for paying all fees and charges incurred in connection with your subscription until it is canceled. If you choose to end or cancel your subscription, you will still have access to your subscription until the end of the current subscription term. However, your subscription will not be automatically renewed after the current term expires.

Refunds: All charges for purchases are nonrefundable and there are no refunds or credits for partially used periods. Depending on the refund laws in your area of jurisdiction, we may make an exception within fourteen days of the transaction date. Residents of the EU or European Economic Area may, in accordance with the local law, be entitled to a full refund without a stated reason within 14 days from the start date of the subscription.

Plus “No post protection”: In the event of a user failing to fulfill the posting requirement, any potential refund under the 'no post protection' feature may be provided as a one-time reimbursement, limited to a total amount of up to $99.99, or in the form of credits within the Beautypass app or equivalent months of Plus subscription. Refunds exceeding $99.99 will not be issued in dollars.

If you made a purchase using your Apple ID or Google Play Store, refunds are handled by Apple and Google respectively. For Apple: go to “Purchase History” and “Report Problem”. For Google: login to your Google Wallet and follow the refund instructions. Refunds are made within 14 days of the date we received notice of your decision (except through Apple ID, which Apple controls). Refunds will be made using the same means of payment as used by you in the initial transaction, without any additional fee.

By subscribing to Beautypass Premium, Starter or Plus, you agree to be bound by these terms and conditions, as well as any other policies or guidelines posted in the Beautypass app or otherwise made available to you.

16. Beautypass Scouting Subscription Plan

Beautypass Scouting is a subscription plan designed for users on the waiting list seeking agency representation.

1. Introduction: The Beautypass Scouting subscription plan is designed to offer additional benefits and features to eligible subscribers. By subscribing to the Beautypass Scouting plan, the Subscriber agrees to the terms outlined in this Addendum in addition to the existing Terms & Conditions.

2. Subscription Details: Cost: The cost associated with the Beautypass Scouting subscription plan may vary. The Subscriber will be charged as per the pricing details provided at the time of subscription.

3. Duration and Renewal: Duration: Beautypass Scouting subscription plan is a monthly subscription.

Renewal: The subscription automatically renews unless canceled by the Subscriber before the renewal date.

4. Cancellation and Refund Policy: Subscribers may cancel their Beautypass Scouting subscription at any time. As this is an app subscription, the cancellation and refund policies are handled through the Apple/Google app settings on the Subscriber's device. The cancellation by the Subscriber ensures that payment will be discontinued, and subscription benefits remain valid through the end of the current payment period.

5. Modification of Terms: Beautypass reserves the right to modify the terms of the Beautypass Scouting subscription plan, including but not limited to pricing, benefits, and features. Subscribers will be notified in advance of any such modifications.

6. Acceptance: By subscribing to the Beautypass Scouting plan, the Subscriber acknowledges and agrees to comply with the terms outlined in this Addendum and the existing Terms & Conditions.

17. Terms and Conditions for Collabs

Collection of Location Data: Beautypass mobile application requires users to share their location in order to receive personalized offers from businesses ("Collabs"). By using the app, you agree to allow us to collect your location data.

Use of Location Data: We collect location data for the purpose of providing users with Collabs (personalized offers from businesses that are relevant to your location). We do not use your location data for any other purpose without your explicit consent.

Sharing of Location Data: We may share your location data with businesses that use the Beautypass mobile application for the purpose of providing you with personalized offers based on your location. By using the app, you agree to allow us to share your location data with these businesses.

User Consent: By using Beautypass, you agree to allow us to collect, use, and share your location data in accordance with our Privacy Policy and Terms & Conditions.

Privacy Policy: Please refer to our Privacy Policy, for more information about how we collect, use, and share your personal information, including your location data.

Liability: To the fullest extent permitted by law, Vantage Pass LLC shall not be liable for any damages, including but not limited to direct, indirect, incidental, consequential, or punitive damages, arising from or related to the collection, use, or sharing of location data through the Beautypass mobile application.

Disclaimer of Accuracy: The Beautypass mobile application uses location data to provide personalized offers from businesses. While we strive to ensure the accuracy of the location data, we do not guarantee its accuracy, completeness, or reliability. You assume all risks associated with relying on the location data provided by the app.

Deletion of Location Data: If you delete your account or the Beautypass mobile application, your location data will be deleted from our servers within 30 days. However, please note that your location data may continue to be used by businesses that have already received your data in accordance with our Privacy Policy.

Non-Circumvent Clause: By using Beautypass, you agree not to circumvent, avoid, bypass, or obviate any credits or payments due to Beautypass. You also agree not to enter into any direct business relationships with any business or user you met through Beautypass, without the prior written consent of Beautypass. Any breach of this clause will result in immediate termination of your account and may result in legal action.

18. COPYRIGHT AND TRADEMARKS

The Site and mobile application contain copyrighted material, trademarks, and other proprietary information, including text, software, photos, video, graphics, music and sound, and the entire contents of the Site are protected by copyright, trademark, and other intellectual property laws of the United States (collectively "IP"). BP owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works or in any way exploit any of the content or IP, in whole or in part. Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication or commercial exploitation of the content without the express permission of The Company or the copyright owner is permitted. If downloading, copying, redistribution, retransmission or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any IP by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties. The Company owns trademarks, registered and unregistered, in many countries and "Beautypass", "BP" trademarks, logos and variations thereof found on the Site are trademarks owned by BP or its related entities and all use of these marks inures to the benefit of BP. You may not use BP's name, logos, trademarks or brands, or trademarks or brands of others on the Site without BP's express permission. Other marks on the site not owned by the Company may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of the Company unless otherwise stated, or may be the property of their respective owners.

19. Your License to BP

In order to open your BP account you will need to provide personal information including your text, illustrations, photos, videos, audios, sound recording or you may have an opportunity to provide or post via the Site reviews, opinions, advice, ratings, discussions, comments, messages, survey responses and other communications, as well as files, images, photographs, video, sound recordings, musical works, and any other content or material.

If the Offer requests that you take photos or/and to make a check-in, if you want to use an Offer you will be obliged to upload your photo/check-in on your social network and to tag, (i) Beautypass social network (Instagram account) (ii) BP Spot, and to express your positive impressions about the BP Spot and BP in the photo. Such a photo must exist on your social networks for at least 24 hours from the publishing with maximum visibility (which includes having and maintaining a public Instagram account while using, redeeming and/or posting about Beautypass offers). In case that you delete a photo, or otherwise reduce visibility, before 24 hours from the publishing, it will be considered as "penalty". You will not express negative impressions, comments or other references in a negative context via social networks, verbally, in writing, or through any other medium. You own the photos, images, videos and other content ("Content") and information that you submit or post to your social networks, but if BP is tagged on it you are granting to BP without compensation the following non-exclusive license without any limitation in time: a worldwide, perpetual, transferable and sub licensable right to use, copy, modify, distribute, publish, and process, adapt, change in appropriate post-production, arrange and otherwise modify this Content.

If we are tagged on Content, this means that you transfer to us all copyright regarding this Content that includes our right to commercial use of the Content. If the Content contains other persons - third parties, and you tag us, it will be considered that you have obtained the consent of those persons to use that Content as described in the preceding paragraph.

If BP Spots are tagged on Content, this means that you are transferring to BP Spots the right to repost your content on their social media channels. BP Spots cannot use the content for advertising or promotional campaigns beyond Story, Reel and Feed reposts.

Content that is uploaded by BP members can only be used for reposting without editing. For sake of clarity, reposts means saving the picture or video published on Instagram and/or adding each Story, Reel or Feed post on the BP Spot's Instagram profile.

Other than reposting, BP Spots cannot publish the content or use it for any other advertising, promotional , marketing or commercial purposes.

In case that a third person referred to in the previous paragraph (in order to protect its rights) files against the Company and / or authorized person of the Company, appropriate claims for temporary measures or for the prohibition of (re)posting of Content, you will be obliged to provide the Company with the necessary legal assistance in the said proceedings, including, but not limited to, your participation in these proceedings as the interveners. In the case that claims for reimbursement of damages to the competent court side of the Company and if the procedure and / or procedures, despite the participation of you on the side of the Company, completed and / or resolved in favor of the person who initiated the case against the Company, you will be obliged to compensate the person who initiated the process, and you will be obliged to fully compensate the damage to the Company.

We can include your Content in advertisements for the Services of others (including sponsored content) without your separate consent. However, we have also the right, without compensation to you or others, to serve ads near your content and information. We may edit and make formatting changes to your content (such as translating it, modifying the size, layout or file type or removing metadata).

Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others; You waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding the content you have provided to the Company or via the Site or App that you may have under any applicable law under any legal theory. You agree that we may access, store and use any information that you provide in accordance with the terms of the Privacy Policy and your privacy settings. By submitting suggestions or other feedback regarding our services to the Company, you agree that the Company can use and share (but does not have to) such feedback for any purpose whatsoever without compensation to you. You undertake to only provide content or information if that does not violate the law nor anyone's rights (e.g., without violating any intellectual property rights or breaching a contract). You also undertake to ensure that your profile information will be truthful. You acknowledge and agree that BP may be required by law to remove certain information or content in certain countries.

You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from submission of your content through this site. The Company assumes no liability for any content or other information you have provided.

The Company shall have the sole and absolute right, but not the obligation, to review, edit, post, refuse to post, remove, monitor any content you provide or disclose such content (subject to Privacy Policy) and the circumstances surrounding its transmission to any third-party, at any time, for any reason, including, without limitation, to determine compliance with these T&C as well as to satisfy any applicable law or requirement of any authority. Without limiting the foregoing, The Company shall have the right to remove any content you provided from the Site in its sole discretion.

Pursuant to the provisions of the Digital Millennium Copyright Act (DMCA), Beautypass reserves the right, at its sole discretion, to terminate the account of any subscriber or account holder who is deemed to be a repeat infringer. Beautypass may also limit or restrict access to the Beautypass app or terminate any user accounts that are found to be in violation of any third-party intellectual property rights, regardless of the number of infractions.

20. NO REPRESENTATIONS OR WARRANTIES AND OTHER ACKNOWLEDGEMENTS

The Company acts as a neutral third-party facilitator in connection with the App and the Site. From the moment you make reservation on the App or Site, the Company acts solely as an intermediary between you and the BP Spot (or applicable third party), transmitting the relevant details of the reservation to you, and you initiate a direct legal relation with the BP Spot (or applicable third party), taking all legal consequences and risks from such a relation. You acknowledge and agree that the Company does not vet nor provide background checks on any Member, any BP Spot or any other party.

You acknowledge and agree that the Company, its affiliates or any of their respective employees, agents, merchants, third-party content providers or licensors or any of their officers, directors, employees or agents ("Company Parties") do not make any representations or warranties (expressed or implied, statutory or otherwise) in connection with the use of the App or the Site and, in particular regarding, (i) the use of the App or the Site being uninterrupted, secure, virus-free or error free; or (ii) consequences or results from the use of the App or the Site; (iii) the accuracy, completeness or reliability of the content on the App or the Site, including, without limitation, offers, products or other available programs; (iv) the operation of the App or the Site or dealings via the App or the Site ; (v) other content provided at or via the App or the Site; or (vi) any of the Members or any BP Spot or third party you may interact with as a result of the App or the Site. The Site and all content, user content and other information contained on the Site, offers, products and other available programs accessible through the Site, are made accessible or available on an "as is" and "as available" basis, therefore, you agree to access and use this Site at your sole risk.

You acknowledge and agree that you are not an employee, representative, officer, partner or agent of Company and that you are not authorized to represent Company in any capacity whatsoever. You further acknowledge that Company is not and does not act as the talent, employment or another agent or representative of you and is not authorized to act and does not act on behalf of any of the BP Spots or any other third party as a result of your use of the App or the Site.

21. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, OR AFFILIATES (COLLECTIVELY, “COMPANY PARTY”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, FIXED, OR ENHANCED DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICES OR THE APP EXCEED THE GREATER OF (A) $100 USD OR (B) THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT YOU FIRST FILE A LAWSUIT, ARBITRATION OR ANY OTHER LEGAL PROCEEDING AGAINST COMPANY, WHETHER STATUTORY, IN LAW OR IN EQUITY, IN ANY TRIBUNAL. THE DAMAGES LIMITATION SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE APPLIES (i) REGARDLESS OF THE GROUND UPON WHICH LIABILITY IS BASED (WHETHER DEFAULT, CONTRACT, TORT, STATUTE, OR OTHERWISE), (ii) IRRESPECTIVE OF THE TYPE OF BREACH OF RIGHTS, PRIVILEGES, OR OBLIGATIONS, AND (iii) WITH RESPECT TO ALL EVENTS, THE SERVICE, AND THIS AGREEMENT.

COMPANY PARTY SHALL NOT BE LIABLE FOR ANY ACTION, CONDUCT OR LIABILITY WHATSOEVER OF ANY BP SPOT, MEMBER, OR THIRD-PARTY BRANDS, INCLUDING (WITHOUT LIMITATIONS) FOR FAILURE OF A MEMBER, TO CHECK-IN WITH THE BP SPOT AFTER MAKING A BOOKING (NO-SHOW), CONDUCT AT THE VENUE OF THE BP SPOT, ANY ABUSE IN CONNECTION WITH THE SITE, ANY DAMAGES A MEMBER MAY CAUSE TO ANY OTHER PERSONS, ANY DAMAGES OR HARM THAT THE MEMBER MAY SUFFER (IN CONNECTION WITH THE APP/SITE, AT THE VENUE OF THE BP SPOT OR OTHERWISE), OR ANY ADVERSE REACTIONS, ALLERGIES, OR OTHER HEALTH ISSUES RELATED TO PRODUCTS OFFERED THROUGH THE SERVICES.

You are solely responsible for your interactions with BP Spots and other users of the App/Site and any products or services obtained through the Services. You hereby unconditionally and irrevocably waive any claims you may have against the Company in connection with any product or service of BP Spots or third-party brands, regardless of whether such product or service is an Offer available through the App/Site, any action or inaction by a BP Spot or brand, including, without limitation, but not limited to any harm caused to you by a BP Spot, brand, or their products, a BP Spot or brand's failure to comply with applicable law and/or failure to honor its Offer you have accepted or any other product or service purchased or obtained by you from the BP Spot or brand through the product or services.

You acknowledge and agree that you are solely responsible for reviewing product information, ingredients, and potential allergens before using any product obtained through the Services. Company does not guarantee the safety, efficacy, or suitability of any product for any particular user and disclaims all liability related to the use of such products.

Any cause of action under or in connection with these T&C or the Site shall be time barred within six months.

22. Arbitration

YOU AGREE THAT DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

In the event of any controversy or claim arising out of or relating in any way to these T&C or the App, you and Company agree to consult and negotiate with each other and, recognizing your mutual interests, try to reach a solution satisfactory to both parties. If we do not reach settlement within a period of 60 days, then either of us may, by notice to the other demand confidential arbitration in Miami, Florida before one arbitrator. The arbitration shall be administered by JAMS (formerly known as Judicial Arbitration and Mediation Services, Inc.) pursuant to its Comprehensive Arbitration Rules and Procedures. Discovery shall be allowed pursuant to JAMS recommended discovery protocols and such other discovery based upon a showing of a compelling need. Judgment on the award may be entered in any court having jurisdiction. Each party shall pay for each party’s own attorney’s fees and costs, provided that if court action is needed to enforce this arbitration provision, the prevailing party shall be entitled to recover all attorney’s fees and costs associated therewith.

You agree that: (1) class action and representative action procedures shall not be asserted, nor will they apply, in any arbitration pursuant to these T&C; (2) you will not assert, participate in, or join class action or representative action claims against the other in arbitration or otherwise; and (3) you shall only submit your own individual claims in arbitration and will not seek to represent the interests of any other person or entity.

By entering into arbitration, you acknowledge and agree that you are giving up your constitutional right to have any such claim decided in a court of law before a jury with only a limited right of appellate review, and instead are accepting the use of arbitration.

You agree that any arbitration (or pre-arbitration discussions) under the T&C shall be absolutely private. Neither party shall contact the press nor publicize the issues in dispute or the resolution thereof in any way.

For any disputes that are not handled by arbitration, you agree that any action at law or in equity arising out of or relating to the T&C will be filed only in the state and federal courts located in Miami, Florida and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of the T&C or the use of the App.

23. Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Company and its members, managers, officers, directors, employees, agents, parents, subsidiaries, and affiliates (collectively, the “Indemnified Parties”), from and against all claims, losses, liabilities, judgments, damages, costs, expenses, demands, and suits (including but not limited to fees and expenses of attorneys, experts, consultants, arbitrator(s) fees and arbitration administrative costs, court costs and fees, and all other costs of litigation and/or arbitration) arising out of or related to, or alleged to arise out of or be related to: (i) the performance, condition, or existence of the services offered or supplied by or through the App; (ii) any accepted Offer via the Site; (iii) any other offer, product or service you accept or buy from or at a BP Spot or from any third party related to the App; (iv) any content submitted or posted by you at the Site; (v) your breach by you of any of these T&C; or (vi) your breach of any applicable laws.

24. Non-Disparagement

The parties agree that they will not take any action that will harm the reputation of the other party, or which would reasonably be expected to lead to unwanted or unfavorable publicity to either of the other party.

25. Force Majeure

The Company shall not be liable for failure to operate the Site or comply with these T&C due to event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of The Company.

26. Assignment

You may not assign any of your rights in connection with the membership of Beautypass or use of this Site or otherwise under these T&C, or any rights, benefits or obligations hereunder, by operation of law or otherwise. Any assignment to the contrary shall be null and void. The Company may assign these any rights towards you T&C, in whole or in part, to any third-party in its sole discretion by modifications of this T&C.

27. Entire Agreement

The T&C, including, without limitation, the incorporated Privacy Policy and other terms incorporated by reference, constitute the entire agreement and understanding between you and The Company with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

28. Governing law

The construction, validity and performance of these T&C and all obligations arising from or relating to these T&C shall be governed by the laws of the State of Florida and the United States of America, without regard to any conflict of law provisions.

29. Jurisdiction

By using the BP Site and App and becoming a Beautypass member you irrevocably and unconditionally agree that all disputes arising under or in connection with these T&C shall be referred to the competent court in Florida, USA. You further agree, as a sole exception to the preceding paragraph, that The Company shall have the sole and exclusive right to submit any claims against you under or in connection with these T&C to court of jurisdiction of your residence. If members have a dispute with venues, the former should address such disputes with the venues directly. Members hereby agree to release the Company (and our officers, directors, affiliates, employees and agents) from any damages or claims (including consequential and incidental damages) of every kind or nature, suspected and unsuspected, known and unknown, and disclosed or undisclosed, arising out of or in any way connected with such dispute.

30. No Waivers

No delay or omission by The Company in exercising any right, power or remedy provided by law or under these T&C or any other documents referred to in it shall affect that right, power or remedy or operate as a waiver of it. The single or partial exercise of any right, power or remedy provided by law or under these T&C shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

31. Notices

You agree that we may provide notices to you in the following ways: (1) by posting a notice the Site or App or (2) by an email sent to an address you provided, You undertake to keep your contact information up to date.

When you use the Site or send emails to The Company, you are communicating with us electronically and consent to receive electronic communications related to your use of the Site. We will communicate with you by email or by posting notices on the Site or App. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide on the Site or from which you otherwise email us.

32. Mobile services

The App is accessible via a mobile phone, tablet or other wireless device (collectively, "Mobile Services"). Your mobile carrier's normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the App and the related Mobile Services must be strictly in accordance with this Agreement.

33. Feedbacks

While our own staff is continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending The Company or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively "Feedback"), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided.

Accordingly, by sending Feedback to The Company you agree that: The Company has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason Feedback is provided on a non-confidential basis, and The Company is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; You irrevocably grant The Company perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

34. Modification

We reserve and gave the right at all times to discontinue or modify any part of these T&C in our sole discretion. If we make changes that affect your use of the Site or our services we will post notice of the change on the T&C page or notify you otherwise. Any changes to these T&C (including to the Privacy Policy) will be effective upon our posting of the notice. If you do not agree to the changes, you may close your account and you should not use the Site or any services offered through the Site after the effective date of the changes.

35. Termination of the Agreement

We reserve the right to terminate the Agreement at any time without prior notice.

36. Miscellaneous

By using the Service, you give your consent to receive certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. This Agreement, its annexes and the policies herein contained are governed by the internal substantive laws of the United States of America without respect to its conflict of law provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and courts sitting in Florida, USA. You agree that no joint venture, partnership, employment, or agency relationship exists between you and The Company as a result of this Agreement or use of the Service. You further acknowledge that by submitting personal Information, no confidential, fiduciary, contractually implied or other relationship is created between you and The Company other than pursuant to this Agreement. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. Failure of The Company to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision in this Agreement. No waiver will be effective against The Company unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by The Company and you, this Agreement constitutes the entire agreement between you and The Company with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The section headings are provided merely for convenience and will not be given any legal import. This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without The Company prior express written consent. This means that in the event you dispose of any device on which you have installed the App, such as by sale or gift, you are responsible for deleting the App from your mobile device prior to such disposition. The Company may assign this Agreement, including all its rights hereunder, without restriction.

37. Account deletion

If you would like to delete your account, please send an email to support@beautypass.app. Keep in mind that you will not be able to apply for a new membership. Account deletions are permanent and without recourse.