BEAUTY BESTY INC. PROFESSIONAL USER AGREEMENT.

 

This Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual (“you” or “Service Provider”) and Beauty Besty Inc. (“BB” or the “Company”) incorporated pursuant to the laws of the Province of Ontario

The Services provided by the BB enables an authorized service provider to seek, receive and fulfill requests for beauty services from an authorized User of BB’s mobile applications (App as defined below) “BB Services”. You desire to enter into this Agreement for the purpose of accessing and using the BB Services.

You acknowledge and agree that Company is a technology services provider that does not provide

beauty services.

In order to use the BB Services, you must agree to the terms and conditions that are set forth below.

Upon your execution (electronic or otherwise) of this Agreement, you and Company shall be bound by

the terms and conditions set forth herein or as they may be modified from time to time.

1. Definitions

1.1 “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.

1.2 “City Addendum” means an addendum or supplemental information to this Agreement setting

forth additional Territory-specific terms, as made available and as updated by Company from time to time.

1.3 “Company Data” means all data related to the access and use of the BB Services hereunder,

including all data related to Users (including User Information), all data related to the provision of Transportation Services via the BB Services and the App, and the ID.

1.4 “Company Device” means a mobile device owned or controlled by Company that is provided to

you solely for your use of the App to provide Beauty Services and for no other purpose whatsoever.

1.5 “Device” means a Company Device or Your Device, as the case may be.

1.6 “App” means the mobile or web application provided by Company that enables beauty service

providers to access the BB Services for the purpose of seeking, receiving and fulfilling on demand

requests for beauty services by Users, as may be updated or modified from time to time.

1.7 “Service Fee” has the meaning set forth in Section 4.4.

1.8 “Beauty Services” means your provision of beauty services including without limitation hair cuts, colour, make up, teeth whitening, aesthetics, eyelash extensions, microdermabrasion, micro pigmentation, manicure, pedicure, massages, cosmetic injectables, spray tanning, waxing, and facials to Users via the BB Services in their homes or other locations.

1.9 “BB Services” mean BB’s electronic services rendered via a digital technology platform, being on-demand intermediary and related services (used by a party licensed by BB) that enable beauty service providers to seek, receive and fulfil on-demand requests for Beauty Services by Users seeking Beauty Services; such BB Services include access to the App and BB’s related software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified from time to time.

 DocuSign Envelope ID: 3758F458-49E9-4F28-83D7-B3211B2E9881

1.10 “User” means an end user authorized by BB to use the BB mobile application for the purpose of obtaining Beauty Services offered by beauty service providers.

1.11 “User Information” means information about a User made available to you in connection with such User’s request for and use of Beauty Services, which may include the User’s name, home location for services, contact information, credit card information and photo.

1.12 “Your Device” means a mobile device owned or controlled by you: (a) that meets the then current

Company specifications for mobile devices as set forth at http://www.beautybesty.net

and (b) on which the App has been installed as authorized by Company solely for the purpose of providing Beauty Services.

2. Use of the BB Services

2.1 Service Provider ID. BB will issue you a Service Provider ID to enable you to access and use the App on a Device in accordance with this Agreement. You agree that you will maintain your ID in confidence and not share your ID with any third party. You shall not delegate or authorize any other person, or agent on your behalf to perform the Beauty Services. You will immediately notify Company of any actual or suspected breach or improper use or disclosure of your ID or the App.

2.2 Provision of Beauty Services. When the App is active, User requests for Beauty Services directly from you via the App if you are available and you accept a User’s request for Beauty Services, the BB Services will provide you with certain User Information via the App, including the User’s first name and location for services to be provided.

You acknowledge and agree that once you have accepted a User’s request for Beauty Services, BB’s mobile application may provide certain information about you to the User, including your first name, contact information, photo. You shall not contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Beauty Services. As between Company and you, you acknowledge and agree that: (a) you shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Beauty Services; (b) except for the BB Services or any Company Devices (if applicable), you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Beauty Services, including without limitation transportation and parking expenses incurred in providing these Beauty Services; (c) you shall use industry standard professional tools and products and only supply tools and products that you advertise to provide; and (d) you agree to provide the User with industry standard consultation prior to any appointment to ensure you gather all relevant information to perform the Beauty Services, such as reviewing any allergies, pregnancy and list of requests and needs as provided on the App. and e)only you shall provide the Beauty Services, you cannot delegate or authorize any other party to perform the Beauty Services.

2.3 Your Relationship with Users. You acknowledge and agree that your provision of Beauty Services to Users creates a legal and direct business relationship between you and the User, to which Company is not a party. Company is not responsible or liable for the actions or inactions of a User in relation to you, or your activities and products. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Beauty Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. You acknowledge and agree that Company may release your contact and/or insurance information to a User upon such User’s reasonable request. You agree that it is your obligation to obtain all necessary information required to provide the Beauty Services to the User in a safe and competent manner.

2.4 Your Relationship with Company. You acknowledge and agree that Company’s provision to you of the App and the BB Services creates a legal and direct business relationship between Company and you. Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Beauty Services, your acts or omissions. You retain the sole right to

 DocuSign Envelope ID: 3758F458-49E9-4F28-83D7-B3211B2E9881

determine when and for how long you will utilize the App or the BB Services. You retain the option, via the App, to set your own prices for the Beauty Services and attempt to accept or to decline or ignore a User’s request for Beauty Services via the BB Services, or to cancel an accepted request for Beauty Services via the App, subject to Company’s then-current cancellation policies. You will not: (a) display Company’s or any of its Affiliates’ names, logos or colors on any vehicle or bag or other material; or (b) wear a uniform or any other clothing displaying Company’s or any of its Affiliates’ names, logos or colors. The foregoing does not apply if you and Company have agreed otherwise or if so required by law. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand that you retain the complete right subject to paragraph 14 to: (i) use other software application services in addition to the BB Services; and (ii) engage in any other occupation or business. Company retains the right to, at any time at Company's sole discretion, deactivate or otherwise restrict you from accessing or using the App or the BB Services in the event of a violation of this Agreement, your disparagement of Company or any of its Affiliates, your act or omission that causes harm to Company’s or its Affiliates’ brand, reputation or business as determined by Company in its sole discretion. Company also retains the right to deactivate or otherwise restrict you from accessing or using the App or the BB Services for any other reason at the sole and reasonable discretion of Company.

2.5 Ratings.

2.5.1 You acknowledge and agree that: (a) after receiving Beauty Services, a User will be prompted by BB’s mobile application to provide a rating of you and such Beauty Services and, optionally, to provide comments or feedback about you and such Beauty Services; and (b) after providing Beauty Services, you

will be prompted by the App to provide a rating of the User and, optionally, to provide comments or feedback about the User. You shall provide your ratings and feedback in good faith.

2.5.2 You acknowledge that Company desires that Users have access to high-quality services via BB’s mobile application. In order to continue to receive access to the App and the BB Services, you must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Company, as may be updated from time to time by Company in its sole discretion (“Minimum Average

Rating”). In the event your average rating falls below the Minimum Average Rating, Company will notify you and may provide you, in Company’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), Company reserves the right to deactivate your access to the App and the BB Services. Additionally, you acknowledge that your repeated failure to

accept User requests for Beauty Services while you are logged in to the App creates a negative experience for Users of BB’s mobile application. If you do not wish to accept User requests for Beauty Services for a period of time, you will log off of the App.

2.5.3 Company and its Affiliates reserve the right to use, share and display your and User ratings and comments in any manner in connection with the business of Company and its Affiliates without attribution to you or your approval. You acknowledge and agree that Company and its Affiliates are distributors (without any obligation to verify) and not publishers of your and User ratings and comments, provided that Company and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s

name or other personal information, or violate any privacy laws, other applicable laws or Company’s or its Affiliates’ content policies.

2.6 Devices.

2.6.1 You must use Your Device in providing the Beauty Services.

2.6.2 If you elect to use Your Devices: (i) you are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan; and (ii) Company

 DocuSign Envelope ID: 3758F458-49E9-4F28-83D7-B3211B2E9881

shall make available the App for installation on Your Device. Company hereby grants you a personal, non-exclusive, non-transferable user right to install and use the App on Your Device solely for the purpose of providing Beauty Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the App (or any data associated therewith) with any third party. The foregoing right shall immediately terminate and you will delete and fully remove the App from your Device in the event that you cease to provide Beauty Services using Your Device. You agree that: (i) use of the App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and (ii) use of the App on Your Device as an interface with the BB Services may consume very large amounts of data through the data plan. Company advises that Your Device should only be used under a data plan with unlimited or very high data usage limits, and Company shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan.

2.7 Location Based Services. You acknowledge and agree that your geo-location information must be provided to the BB Services via a Device in order to confirm you are on route to provide Services. You acknowledge and agree that: (a) your geo-location information will be monitored and tracked by the BB Services when you are logged into the Driver App; and (b) the approximate location of your Vehicle will be displayed to the User and BB when you are on route to and during the provision of Beauty Services to such User. In addition, Company and its Affiliates may monitor, track and share your geo-location information obtained by the Driver App and Device for safety, security, technical, marketing and commercial purposes, including to provide and improve their products and services.

3. Your Requirements

3.1 Your Requirements. You acknowledge and agree that at all times, you shall: (a) hold and maintain (i) a valid license and/or the appropriate level of certification to provide the Beauty Services and ii) possess the appropriate and current level of training, expertise and experience to provide Beauty Services in a professional manner with due skill, care and diligence; and (b)maintain high standards of professionalism, service and courtesy. You acknowledge and agree that you may be subject to certain background checks from time to time in order to qualify to provide, and remain eligible to provide, Beauty Services. You acknowledge and agree that Company reserves the right, at any time in Company’s sole discretion, to deactivate or otherwise restrict you from accessing or using the App or the BB Services if you fail to meet the requirements set forth in this Agreement.

3.2 Requirements. You acknowledge and agree that you, your products and tools shall at all times be suitable of good quality and presentable in order to provide the Beauty Services contemplated by this Agreement and maintained in good operating condition, consistent with industry safety, sanitation and maintenance standards. You agree to follow the guidelines for professional industry standards in regards to hygiene and sanitation of tools.

3.3 Documentation. To ensure your compliance with all requirements in Sections 3.1 and 3.2 above, you must provide Company with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any Beauty Services.

Thereafter, you must submit to Company written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Company shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Company reserves the right to independently verify your documentation from time to time in any way Company deems appropriate in its reasonable discretion.

4. Financial Terms

4.1 Fee Calculation and Your Payment. You are entitled to charge fees for the Beauty Services at rates as agreed upon between you and the User (“Fees”). You: (i) appoint Company as your limited payment

 DocuSign Envelope ID: 3758F458-49E9-4F28-83D7-B3211B2E9881

collection agent solely for the purpose of accepting the Fees, plus applicable taxes from the User on your behalf via the payment processing functionality facilitated by the BB Services; and (ii) agree that

payment made by User to Company shall be considered the same as payment made directly by User to you. In addition, the parties acknowledge and agree that as between you and Company, the Fee is a recommended amount, and the primary purpose of the pre-arranged Fee is to act as the default amount in the event you do not negotiate a different amount. You shall always have the right to: (i) charge a fee that is less than the pre-arranged Fee (“Negotiated Fee”). Company shall consider all such requests from you in good faith. Company agrees to remit, or cause to be remitted, to you on at least a weekly basis the Fee less the applicable Service Fee as described below which shall be thirty (30%) percent of the total Fees received from the User, plus applicable taxes. The Company is not responsible for collecting any Fees not paid by the User. The Company shall not be responsible for fees charged by your bank or institution resulting from receiving or making these payments. Once the booking is made you can no longer change the Fees. You are responsible to remit all applicable taxes collected on the Fee to the appropriate government authority.

4.2 Service Fee. In consideration of Company’s provision of the BB Services, you agree to pay Company a service fee on a per Beauty Services basis calculated as thirty (30%) percent of the Fee (“Service Fee”). Taxes will be calculated and charged on the Fee, and Company shall calculate the Service Fee based on the Fee plus applicable taxes. Company reserves the right to change the Service Fee at any time in Company’s discretion based upon local market factors, and Company will provide you with notice in the event of such change. If Company increases the Service Fee, you have the right to terminate the Agreement immediately, without notice. Continued use of the BB Services after any such change in the Service Fee calculation shall constitute your consent to such change. You acknowledge and agree that the Company may offer loyalty points, rewards or promotions, which will be the responsibility of the Company.

4.3 Cancellation Charges. You acknowledge and agree that Users may elect to cancel requests for

Beauty Services that have been accepted by you via the App (“Reservation”) at any time prior to your arrival. In the event that a User cancels a Reservation, Company will charge the User a cancellation fee on your behalf on the following basis: (i) User cancels Reservation with 24 hour or more notice you will not receive a Service Fee; (ii) User cancels Reservation with less than 24 hour notice you will receive cancellation fee equal to 50% of Service Fee; (iii) User cancels Reservation after you are on route to User location, you will receive cancellation fee of 100% of Service Fee. You acknowledge and agree that if you cancel a Reservation for Beauty Services or you do not show up or if you are late, you will not receive a Service Fee. 4.4 Receipts. As part of the BB Services, Company provides you a system for the delivery of receipts to Users for Beauty Services rendered. Upon your completion of Beauty Services for a User, Company prepares an applicable receipt and issues such receipt to the User via email on your behalf. Such receipts are also provided to you via email or the online portal available to you through the BB Services. Receipts include the breakdown of amounts charged to the User for Beauty Services and may include specific information about you, including your name, contact information and photo.

Any corrections to a User’s receipt for Beauty Services must be submitted to Company in writing within three (3) business days after the completion of such Beauty Services.

Absent such a notice, Company shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fee.

4.5 No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties,

through advertising and marketing, Company and its Affiliates may seek to attract new Users to BB and to increase existing Users’ use of BB’s mobile application. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.

 DocuSign Envelope ID: 3758F458-49E9-4F28-83D7-B3211B2E9881

4.6 Taxes. You acknowledge and agree that you are required to: (a) complete all tax registration

obligations and calculate and remit all tax liabilities related to your provision of Beauty Services as required by applicable law; and (b) provide Company with all relevant tax information (including a valid HST number belonging to you). You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Beauty Services.

Notwithstanding anything to the contrary in this Agreement, Company may in its reasonable discretion without being obligated to do so, based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Beauty Services and/ or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Section 4.8 directly to the applicable governmental tax authorities on your behalf or otherwise.

5. Proprietary Rights; License

5.1 License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants you a non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the App in connection with the provision by BB of the BB Services solely for the purpose of providing Beauty Services to Users and calculating resulting Fees. All rights not expressly granted to you are reserved by Company, its Affiliates and their respective licensors.

5.2 Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the BB Services, App or any Company Device in any way; (b) modify or make derivative works based upon the BB Services or App; (c) improperly use the BB Services or App, including creating Internet “links” to any part of the BB Services or App, “framing” or “mirroring” any part of the BB Services or App on any other websites or

systems, or “scraping” or otherwise improperly obtaining data from the BB Services or App; (d) reverse engineer, decompile, modify, or disassemble the BB Services or App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the BB Services or App to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the BB Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the BB Services; or (iv) attempt to gain unauthorized access to the

BB Services or its related systems or networks, all except to the extent such actions must be allowed under Ontario law.

5.2 “User Content” means any and all information and content that you or any user submits to or posts on: (a) the Services and (b) on social networking sites where we have a page or presence (collectively “SNS Pages”). You will own your User Content, with the understanding that you agree that the Company may use and reproduce the User Content you make available on our SNS Pages and on the Services. You assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by the Company, because you alone are responsible for your User Content (and not BB), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. The Company is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.

 DocuSign Envelope ID: 3758F458-49E9-4F28-83D7-B3211B2E9881

5.3License. You hereby grant, and you represent and warrant that you have the right to grant, to us an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Site and Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

5.4Acceptable Use Policy. The following sets forth the Company’s “Acceptable Use Policy”: You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content: (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

In addition, you agree not to use the Services to: (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Services, through password mining or other means; (vi) harass or interfere with another user’s use and enjoyment of the Services; or (vii) introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Services (except that the Company grants the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of, and solely to the extent necessary, for creating publicly available searchable indices of the materials, but not caches or archives of such materials).

You acknowledge and agree that the foregoing policy also applies to information and communications on the Beauty Besty Concierge Appl Chat, which is available to facilitate the exchange of information between you and the User relevant to making an appointment and providing the Beauty Services and for no other purpose. You agree to be professional and not engage in any inappropriate dialogue or use the app for any of the foregoing purposes. You acknowledge that the Company monitors the content of such chat may take enforcement steps pursuant to the terms herein if the communications offend the Company’s policy in its sole discretion.

5.5Enforcement. The Company reserves the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion if, the Company determines in its sole discretion, that you violated the Acceptable Use Policy or any other provision of this Agreement or otherwise created liability for the Company or any other person. Such acts may include, but are not limited to, removing or modifying your User Content, terminating your Account in accordance with Section entitled “Term and Termination” and/or reporting you to, and cooperating with, law enforcement authorities. The Company is entitled, except to the extent prohibited by applicable law, to disclose any

 DocuSign Envelope ID: 3758F458-49E9-4F28-83D7-B3211B2E9881

information or materials on or in the Services, including User Content, in its possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental requests; (ii) enforce this Agreement; (iii) respond to any claims that User Content violates the rights of third parties; or (iv) protect the rights, property or personal safety of BB, its users, employees or the public, and all law enforcement or other government officials, as BB in its sole discretion believes to be necessary or appropriate.

5.6Feedback. If you provide the Company any feedback or suggestions regarding the Services (“Feedback”), then you grant it a perpetual, royalty-free, transferable, sublicensable, worldwide license to all rights in the Feedback and agree that the Company will have the right to use such Feedback and related information in any manner it deems appropriate. The Company will treat any Feedback you provide to it as non-confidential and non-proprietary. You agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary.

5.7Indemnity. To the fullest extent permitted by law, you agree to indemnify and hold the Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services in an unauthorized manner, (b) your User Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. The Company reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the Company’s prior written consent. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

5.8Third Party Sites, Advertising and Other Users

Third Party Sites, Ads and Ad Networks. The Site might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under our control and the Company is not responsible for any Third Party Sites & Ads. The Company provides these Third Party Sites & Ads only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads. The Company may also work with advertising partners that may deliver advertisements to you on or off our Site based on your activities on the Site or within the Services.

5.9Other Users. Each User is solely responsible for any and all of his or her User Content. Because the Company does not control User Content, you acknowledge and agree that it is not responsible for any User Content and it make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and it assume no responsibility for any User Content. Your interactions with other Site or Service users are solely between you and such user. You agree that the Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Service user, we are under no obligation to become involved

5.10 Ownership. The BB Services, App and Company Data, including all intellectual property rights therein, and the Company Devices are and shall remain (as between you and Company) the property of Company, its Affiliates or their respective licensors. Neither this Agreement nor your use of the BB Services, App or Company Data conveys or grants to you any rights: (a) in or related to the BB Services, App or Company Data, except for the limited license granted above; or (b) to use or reference in any manner Company’s, its Affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, service marks or

 DocuSign Envelope ID: 3758F458-49E9-4F28-83D7-B3211B2E9881

other indicia of ownership. Additionally, you acknowledge Company’s rights in the BB family of trademarks and names, including Beauty Besty, alone and in combination with other letters, punctuation, words, symbols and/or designs, the Beauty Besty Logo (“BB Marks and Names”). You agree that you will not try to register or otherwise claim ownership in any of the BB Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.

6. Confidentiality

6.1 Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Company Data, IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know should be treated as confidential.

6.2 Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-keeping requirements).

6.3 Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

7. Privacy. Subject to all applicable laws, Company may provide to a third party any information

(including personal data and any Company Data) about you provided hereunder if: (a) there is a

complaint, dispute or conflict, including an accident, between you and a User; (b) it is necessary to

enforce the terms of the Agreement; (c) it is required, in Company’s or any Affiliate’s sole discretion,

by applicable law or regulation; (d) it is necessary, in Company’s or any Affiliate’s sole discretion, to

(1) protect the safety, rights, property or security of Company, the BB Services or any third party,

(2) detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or

stop activity which Company or any of its Affiliates, in their sole discretion, consider to be, or to pose

a risk of being, illegal, unethical, or legally actionable; or (e) it is required or necessary, in Company’s

or any Affiliate’s sole discretion, for insurance or other purposes related to your ability to qualify, or

 DocuSign Envelope ID: 3758F458-49E9-4F28-83D7-B3211B2E9881

remain qualified, to use the BB Services. You understand that Company may retain your personal

data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.

Your personal data will be directly transferred to and processed by BB, acting in its capacity as

data controller of such personal data. Company processes personal data (including that referenced

in Section 2.7 above) in accordance with its privacy policy located at www.beautybesty.net. 8. Insurance

8.1 Prior to doing business with Company you agree to obtain the coverage required by Section 8.2

below at your sole cost and expense. You agree to review the terms and conditions of such coverage to ensure that it provides the amounts of coverage required by Section 8.2 while you are providing Beauty Services. As between you and Company, it is your sole responsibility to inform your insurer of the details and risks associated with providing Beauty Services and to obtain adequate coverage.

8.2.1 You agree to maintain while you are a Service Provider under this Agreement and for an applicable statute of limitations period thereafter, at your own expense, from a reputable and financially sound insurance company which shall name Beauty Besty Inc. and its respective officers, directors, agents and employees (collectively, the “Representatives”) as additional insureds (i) commercial general liability insurance on an occurrence basis with limits of at least two million Canadian dollars ($2,000,000.00 CDN) per occurrence and two million Canadian Dollars ($2,000,000.00 CDN) in the aggregate of all claims for bodily injury or property damage; and (ii) product liability insurance in an amount of coverage not less than two million Canadian dollars ($2,000,000.00 CDN) per occurrence and two million Canadian dollars ($2,000,000.00 CDN) in aggregate. You will also provide Company and its Affiliates a valid certificate of the insurance, copy of policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this Section 8.2 prior to commencing to provide Beauty Services under this Agreement and at each renewal date. Furthermore, you must provide Company with written notice of cancellation of any insurance policy required by Company.

8.2.2 You agree to maintain while you are a Service Provider under this Agreement and for an applicable statute of limitations period thereafter, at your own expense, from a reputable and financially sound insurance company Professional or Errors & Omissions liability insurance with limits of at least two million Canadian dollars ($2,000,000.00 CDN) per occurrence and two million Canadian dollars ($2,000,000.00 CDN) in aggregate, including one million Canadian dollars ($1,000,000.00 CDN) Sexual Misconduct & Molestation (Claims Made). You will also provide Company and its Affiliates a valid certificate of the insurance, copy of policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this Section 8.2 prior to commencing to provide Beauty Services under this Agreement and at each renewal date. Furthermore, you must provide Company with written notice of cancellation of any insurance policy required by Company.

8.3 You agree to maintain during the term of this Agreement workers’ compensation insurance or other occupational accident injury insurance (or the local equivalent) as required by any applicable law in Ontario (provided that the foregoing shall have no impact on the mutual understanding between you and Company that you are a self-employed individual (including from a labour and social security perspective)). If permitted by applicable law, you may choose to insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, you may choose not to insure yourself against industrial injuries at all, but do so at your own risk.

8.4 You understand and acknowledge that your insurance policy may not afford liability, comprehensive, collision, medical payments, first or third party no fault personal injury

 DocuSign Envelope ID: 3758F458-49E9-4F28-83D7-B3211B2E9881

protection, or other coverage while you provide for any Beauty Services you provide pursuant to this Agreement. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not Company’s, to resolve them with your insurer(s).

8.5 Company may maintain during the term of this Agreement insurance related to your provision of Beauty Services as determined by Company in its reasonable discretion, provided that Company and its Affiliates are not required to provide you with any specific insurance coverage for any loss to you or your tools. Should Company procure insurance related to your provision of Beauty Services, Company may cancel such coverage at its sole discretion at any time. You are required to promptly notify Company of any accidents that occur while providing Beauty Services and to cooperate and provide all necessary information related thereto.

9. Representations and Warranties; Disclaimers

9.1 By You. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all certificates, permits, licenses, registrations and other governmental authorizations necessary to provide Beauty Services in Ontario.

9.2 Disclaimer of Warranties. Company and its Affiliates provide, and you accept, the BB Services, App and the Company Devices on an "as is" and "as available" basis. Company and its Affiliates do not represent, warrant or guarantee that your access to or use of the BB Services, App or the Company Devices: (a) will be uninterrupted or error free; or (b) will result in any requests for Beauty Services. Company and its Affiliates function as an on- demand lead generation and related service only and make no representations, warranties or guarantees as to the actions or inactions of the Users who may request or receive Beauty Services from you, and Company and its Affiliates do not screen or otherwise evaluate Users. By using the BB Services and App, you acknowledge and agree that you may be introduced to a third party (including Users) that may pose harm or risk to you or other third parties. You are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the BB Services or App. Notwithstanding Company’s appointment as the limited payment collection agent of you for the purpose of accepting payment from Users on your behalf as set forth in Section 4 above, Company and its Affiliates expressly disclaim all liability for any act or omission of you, any User or other third party.

9.3 No Service Guarantee. Company and its Affiliates do not guarantee the availability or uptime of the BB Services or App. You acknowledge and agree that the BB Services or App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the BB Services or App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Company and its Affiliates are not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems.

10. Indemnification.

10.1 Generally. You shall indemnify, defend (at Company’s option) and hold harmless Company and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Beauty Services or use of the BB Services.

10.2 Tax Indemnity. You shall comply with all of your obligations under tax and Canada pension, employment insurance and other laws to the extent applicable to this Agreement. You shall indemnify Company from all tax liabilities, duties, levies, claims and penalties that

 DocuSign Envelope ID: 3758F458-49E9-4F28-83D7-B3211B2E9881

may be imposed on you or on Company as a result of your failure to comply with any of your tax obligations. In particular, but without limitation to the foregoing, such taxes or duties shall include taxes, wages or other duties or withholdings (including any wage tax, Canada pension premiums or employee insurance premiums) arising in the event that the relationship described in this Agreement, contrary to the intention and

meaning of the parties, should be held to be an employment agreement between the Company and you by the governmental authorities of Ontario and Canada.

11. Limits of Liability. Company and its Affiliates shall not be liable under or related to this Agreement

for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary,

consequential, or other indirect damages of any type or kind; or (ii) your or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for Company’s obligations to pay amounts due to you pursuant to Section 4 above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of Company or its Affiliates under this Agreement exceed the amount of Service Fees actually paid to or due to Company hereunder in the three (3) month period immediately preceding the event giving rise to such claim.

You acknowledge and agree that any and all claims you have or purport to have against Company

and/or its Affiliates should be notified to Company and/or its Affiliates within one (1) year after the

event(s) that gave rise to such claim and that you forfeit all rights in respect of that claim if you fail to do so. These limitations do not purport to limit liability that cannot be excluded under applicable law.

12. Term and Termination

12.1 Term. This Agreement shall commence on the date that the Agreement is executed by you

(electronically or otherwise) and shall continue until terminated as set forth herein.

12.2 Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Company may terminate this Agreement or deactivate your ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Company and its Affiliates, to provide Beauty Services, or as otherwise set forth in this Agreement.

12.3 Effect of Termination. Upon termination of the Agreement, you shall: (a) promptly return to

Company all Company Devices; and (b) immediately delete and fully remove the App from any of Your Devices. Outstanding payment obligations and Sections 1, 2.3, 2.5.3, 4.7, 4.8, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14, 15 and 16 shall survive the termination of this Agreement.

13. Relationship of the Parties

13.1 Except as otherwise expressly provided herein with respect to Company acting as the limited

payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contractors. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labour law, tax law or social security law perspective), between Company and you; and (b) no joint venture, partnership, or agency relationship exists between Company and you.

 DocuSign Envelope ID: 3758F458-49E9-4F28-83D7-B3211B2E9881

13.2 You have no authority to bind Company or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of Company or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an employee, agent or representative of Company, you undertake and agree to indemnify, defend (at Company’s option) and hold Company and its Affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship.

13.3 You expressly acknowledge and agree that by agreeing to the terms and conditions of this

Agreement you intend to perform Beauty Services in a non-incidental manner and, as such, Company will consider you to be a taxable person in accordance with all applicable Harmonized Sales Tax, Goods and Services Tax or any other tax currently or applicable from time to time and indirect tax legislation.

14. Non Compete Restrictions.

14.1 You acknowledge and agree that the Company has invested considerable time and funds in the development of the BB Services and you have by reason of this Agreement an opportunity to benefit from the BB Services and have acquired knowledge and information relating to the provision of BB Services, which you would not otherwise have. You, therefore agree that during the term of this Agreement and for a three (3) year period after its termination for any reason, you will not directly or indirectly in any capacity whatsoever be involved with any business which competes with or is similar to BB Services within Ontario. You acknowledge that these restrictions are reasonable and you agree that the Company would suffer serious losses and detriment if you were to breach these restrictions, therefor the Company is entitled to an injunctive remedy in addition to damages.

15. Miscellaneous Terms

15.1 Modification. Company reserves the right to modify the terms and conditions of this Agreement

at any time, effective upon publishing an updated version of this Agreement on the online portal

available to you on the BB Services. Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the BB Services, or downloading, installing or using the App, you are bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fee Calculations. Continued use of the BB Services or App after any such changes shall constitute your consent to such changes.

15.2 Supplemental Terms. Supplemental terms may apply to your use of the BB Services, such as use policies, guidelines or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

15.3 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in

whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.

15.4 Assignment. You may not assign or transfer this Agreement or any of your rights or obligations

DocuSign Envelope ID: 3758F458-49E9-4F28-83D7-B3211B2E9881

hereunder, in whole or in part, without the prior written consent of Company. Company may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement without consent or notification. Should the Company do so, you have the right to terminate this Agreement immediately, without prior notice.

15.5 Entire Agreement. This Agreement, including the recitals and all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.

15.6 No Third Party Beneficiaries. You acknowledge that there are no third party beneficiaries to this

Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third party beneficiary claims.

15.7 Notices. Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the online portal available to you on the BB Services. Any notice delivered by you to Company under this Agreement will be delivered by contacting Company at http://www.beautybesty.net in the “Contact Us” section. Additional Territory-specific notices may be required from time to time. 16. Governing Law; Arbitration. Except as otherwise set forth in this Agreement, this Agreement shall

be exclusively governed by and construed in accordance with the laws of the Province of Ontario and Canada. Any dispute, conflict or controversy, howsoever arising out of or broadly in connection with or relating to this Agreement, including those relating to its validity, its construction or its enforceability, shall be first mandatorily submitted to arbitration proceedings under the Arbitrations Act of Ontario (“Arbitration Rules”) and the decision of the Arbitrator shall be final and binding on the parties. The existence and content of the arbitration proceedings, including documents and briefs submitted by the parties, correspondence from, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

By clicking “I accept” or signing below (as such may be required by applicable law), you expressly

acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of the

Agreement, and that you are legally competent to enter into this Agreement with Company.