Terms Of Service

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A
CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.
YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION
SECTION BELOW, BEFORE USING THE PLATFORM.

THESE TERMS OF SERVICE GOVERN YOUR SUBSCRIPTION TO AND USE
OF THE PLATFORM AND SERVICES. PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY COMPLETING THE
REGISTRATION PROCESS, CREATING AN ACCOUNT OR ACCESSING OR USING ANY OF THE
PLATFORM AND/OR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND
AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A
BINDING CONTRACT WITH BEAUTY SUPPLY INSTITUTE, (3) THE INFORMATION YOU PROVIDED
IN CONNECTION WITH YOUR REGISTRATION FOR THE PLATFORM/SERVICES IS TRUE,
ACCURATE AND COMPLETE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS
OF SERVICE PERSONALLY OR ON BEHALF OF THE BUSINESS ENTITY YOU HAVE NAMED AS THE
USER, AND TO BIND THAT BUSINESS ENTITY TO THE AGREEMENT. CERTAIN PORTIONS OF
THE PLATFORM MAY BE SUBJECT TO “OPEN SOURCE” OR “FREE SOFTWARE LICENSES”. SUCH
COMPONENTS WILL BE GOVERNED BY THE TERMS OF THEIR RESPECTIVE TERMS OF USE AND
NOT BY THESE TERMS.

ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH
OUR

PRIVACY POLICY,

DATA PROCESSING AGREEMENT, AND

AFFILIATE AGREEMENT

(WHEREVER APPLICABLE) (COLLECTIVELY THE “TERMS”), BECOME A
BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU
REPRESENT) AND BEAUTY SUPPLY INSTITUTE INC. AND ITS RESPECTIVE OFFICERS,
DIRECTORS, BUSINESS AFFILIATES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO
AS “BEAUTY SUPPLY INSTITUTE,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND
USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH BEAUTY SUPPLY INSTITUTE
RELATED TO THE PLATFORM.

Beauty Supply Institute reserves the right to make changes
to these Terms at any time. All changes are effective immediately when posted.
Your continued use of the Platform following the posting of any revised Terms
constitutes your acceptance and agreement to the updated Terms.

Beauty Supply Institute is only providing the Platform for
your business use without any promise of exclusivity. Beauty Supply Institute’s
customers, users, entrepreneurs, affiliate marketers, experts, and partners are
not Beauty Supply Institute’s employees, contractors, or representatives. Beauty
Supply Institute is not responsible for any interactions between you and your
customers, other than providing access to the Platform. Beauty Supply Institute
is in no way liable for any disputes, claims, losses, injuries, or damages
arising from your relationship with your customers, including their reliance
upon any information or content you provide. You agree and acknowledge that you
are responsible for implementing your own terms of service to govern the relationship
between you and your customers.

You should consult a lawyer for legal advice to ensure your
use of the Platform complies with these Terms and applicable law.

1. Use of Platform 1.1. Restrictions.

You must be at least 18 years old
to use the Platform. By accepting these Terms, creating a Platform Account, or
using the Platform, you represent that you are at least 18 years old. You may
not use the Platform or the Services if You are an employee, partner, or
director of our Competitors or intend to gain access to the Platform in order
to compete with the Platform.

1.2 Platform Account Ownership.

Your use of the
Platform is conditioned on your provision of complete, current, and accurate
information when registering for a Platform Account. The Platform is intended
for business use or in connection with an individual’s trade, craft, or
profession. As the individual who accepts these Terms, You are the owner of the
Platform Account unless You are acting on behalf of a business entity, in which
case, the business entity is the owner of the Platform Account. If You accept
these Terms on behalf of a business entity, You represent and warrant that you
have the authority to bind the business entity to these terms. If multiple
parties claim to be the “owner” of a particular Platform account, Beauty Supply
Institute will deem the owner to be the person who can demonstrate their
ownership (in whole or in part) of the underlying business entity for which the
Platform Account was created by providing government-issued documentation of
such ownership. If Beauty Supply Institute is unable to determine the rightful
owner of the Platform Account, Beauty Supply Institute reserves the right to
suspend or terminate the Platform Account until the disputing parties have
mutually agreed on ownership or until a court has ordered Beauty Supply
Institute to grant access to a specific individual.

1.3 Intended Use.

You and your customers may use the
Platform only as intended for lawful purposes and in accordance with these
Terms. You agree that You and Your customers will not use the Platform in any
way that violates any applicable law or regulation or engage in any Prohibited
Uses. In addition, you represent and warrant that: (i) You and Your customers
will maintain in effect all licenses, permissions, authorizations, consents,
and permits necessary to carry out the obligations under these Terms; (ii) You
are fully responsible for your actions and the actions of your employees,
agents, and customers who use the Platform; (iii) You are fully responsible for
the use of the Platform by your customers; (iv) You, your employees, agents and
customers will not misrepresent the Platform or the Services; (v) You will
ensure that your employees with access to the Platform Account are bound by
these Terms, and you will require that your customers accept terms at least as
restrictive as these Terms; (vi) You own or control all rights in and to all
content you provide to Beauty Supply Institute, including, but not limited to,
any code provided to customize the Platform for your customers; (vii) You, your
employees, and your customers will provide reasonable cooperation regarding
information requests from law enforcement, regulators, or telecommunication
provider;  and (viii) You will not give access to the Platform or Services
to a direct Competitor of Beauty Supply Institute, (ix) You will not directly
or indirectly reverse engineer, decompile, disassemble or otherwise attempt to
uncover or discover the source code, object code or underlying structure,
ideas, know-how or algorithms; (x) You will not modify, translate, or create
derivative works based on the Platform (except to the extent expressly
permitted by us); and (xi) You will not remove any proprietary notices or
labels

1.4 Compliance:

You will be solely responsible for
your use of the Platform and Services, including (a) the quality and integrity
of any data and other information, including Information, made available to us
by or for you through the use of the Platform, (b) securing and maintaining
proper insurance as required, and (c) compliance with all applicable laws and
regulations including but not limited to HIPAA and other data privacy laws. Beauty
Supply Institute is not responsible for your compliance with laws and does not
represent that your use of the Platform will comply with any laws, including
but not limited to HIPAA, PCI, Gramm-Leach-Bliley Act, and other similar laws
and regulation.

1.5 Privacy.

By using the Platform and providing
Information on or through the Platform, you consent to Beauty Supply Institute’s
use and disclosure of the Information in accordance with the Privacy Policy.

and incorporated herein by reference. You agree that Beauty Supply Institute
has no responsibility or liability for the deletion or failure to store any
Information or content maintained or transmitted on or through the Platform.
When you provide your customers with access to the Platform, you must implement
and enforce your own terms of service and Privacy Policy, providing the level
of protection at least equal to that provided to you by Beauty Supply Institute.
You must obtain consent from your customers, affirmatively acknowledging that
your customers agree to be bound by your privacy policy. You represent and
warrant that you have provided, and will continue to provide, adequate notices
and have obtained, and will continue to obtain, the necessary permissions and
consents to provide your customers’ data to us for use and disclosure in
accordance with these Terms and our

Privacy Policy.

You may not use, resell, authorize or permit anyone to use,
or license or make available data you obtain from Beauty Supply Institute, Inc,
for any purposes prohibited in the Beauty Supply Institute, Inc Acceptable Data
Use Policy. You further agree to comply with applicable law when collecting
personal data that will be sent to Beauty Supply Institute, Inc.

1.6 Login Credentials.

You are responsible for
maintaining the confidentiality of your Login Credentials. You are responsible
for all uses of your Platform Account and Login Credentials, whether or not
authorized by you. You agree to notify Beauty Supply Institute immediately of
any unauthorized access to or use of your Platform Account or Login Credentials
or any other breach of security. Beauty Supply Institute reserves the right to
disable your Login Credentials at any time in its sole discretion for any or no
reason, including if, in Beauty Supply Institute’s opinion, you have violated
any provision of these Terms. Platform Accounts are non-transferable. You are
obligated to take preventative measures to prohibit unauthorized users from
accessing your Platform Account with your Login Credentials. You give consent
to Beauty Supply Institute to access and monitor your Platform Account and your
customer’s accounts for support and security purposes, and/or to perform its
obligations under these Terms or to enforce these Terms.

1.7 Use of Communication Services.

The Platform may
include certain communications features such as SMS, MMS, email, voice call
capabilities and other methods. Separate Communication Surcharges for these
services may apply and will be charged to your invoice. If You use these
features, You agree that You are exclusively responsible for all communications
sent using the Platform, including compliance with all laws governing those
communications including but not limited to the Telephone Consumer Protection Act
(“TCPA”), the Do Not Call Registry Rules and the CAN-SPAM Act. You represent
and warrant that you understand and will comply with those laws. Beauty Supply
Institute is not responsible for your compliance with laws and does not
represent that your use of the Platform will comply with any laws.  Beauty
Supply Institute is a technology platform communication service application
provider ONLY. Beauty Supply Institute does not originate, send, or deliver any
communications to any recipient via SMS, MMS, email, or other communication
method. You control the message, timing, sending, fraud prevention, and call
blocking. All communications, whether SMS, MMS, email or otherwise, are created
by and initiated by you and/or your customers, whether generated by You or sent
automatically via the Platform at Your direction.  Communication
Surcharges are subject to the

Leadconnector Terms of Service

.

1.8 Third Party Services.

You may choose to access
certain Third-Party Services through the Platform. You are responsible for
enabling and managing the integration of each Third-Party Service. You
acknowledge that by purchasing or integrating Third Party Services through the
Platform, you grant permission to Beauty Supply Institute to share your data
with the Third-Party Services providers in order to facilitate the integration
and use of the Third Party Services through the Platform. You also represent
and warrant that You have the appropriate consents for importing any data
(including data of your customers) that you request Beauty Supply Institute to
import from other Third-Party Services and/or are the rightful owner of such
data. Beauty Supply Institute is not responsible for, and Beauty Supply
Institute hereby disclaims any liability for, any act or omission of any
Third-Party Services provider or the operation of any Third-Party Services,
including access to, modification of, or deletion of data, regardless of
whether Beauty Supply Institute endorses, approves, promotes, or supports any
such Third-Party Services. You hereby irrevocably waive any claim against Beauty
Supply Institute with respect to the content or operation of any Third-Party
Services. Your use of the Third-Party Services is governed by Your agreement
with such Third Party, including any supplemental policies imposed by the Third
Party. You are solely responsible for reviewing and complying with any terms of
use, privacy policies or other terms governing your use of these Third-Party
Services, which you use at your own risk. Beauty Supply Institute disclaims all
liability related to outages or downtime of Third Party Services.

Beauty Supply Institute does not guarantee the
interoperation, integration, or support of any Third-Party Services nor give
any representation, warranty or endorsement, express or implied, with respect
to the legality, accuracy, quality, or authenticity of content, information, or
services provided by those Third-Party Services. Beauty Supply Institute may,
at any time, in its sole discretion, modify the Platform or Services, which may
impact interoperation, integration, or support of Third-Party Services.

If you elect to pause or delete some or all of your Platform
Account, certain features, functionality, or Services, including Third Party
Services (such as LeadConnector phone numbers or email services), may not be
recoverable or retrievable upon reactivation. If you pause some or all of your
Platform Account for more than thirty (30) days, and Beauty Supply Institute is
still incurring costs on your behalf related to Third Party Services (such as
the costs of securing a particular phone number on your behalf), Beauty Supply
Institute reserves the right to release the phone number or delete some or all
of your Platform Account in its sole discretion, without liability to you.

1.9 Third Party Content.

The Platform may include
Third Party Content. Your use of Third Party Content is entirely at your own
risk and discretion. All statements and opinions expressed in Third Party
Content are solely the opinions and the responsibility of the third party and
do not necessarily reflect the opinion of Beauty Supply Institute. Beauty
Supply Institute is not responsible for Third Party Content and makes no
endorsements, representations or warranties and assumes no liability,
obligation or responsibility for Third Party Content. You are responsible for
ensuring that your engagement or transactions with Third Party Content is in
compliance with these Terms and any applicable laws.

1.10 Excessive Use Restrictions; Trials.

Beauty Supply Institute provides access to the Platform on a tiered-pricing basis, and
some tiers can process more data with less impact on performance. We have no
liability for the effect that your excessive data use may have on
performance.  If, in Beauty Supply Institute’s sole discretion, we
determine that your data use is excessive, abusive, or has a negative effect on
the Platform in anyway, we may (1) require that you upgrade your Services in
order to continue your activity levels if your data use exceeds the intended
use of your existing Platform tier or if Beauty Supply Institute’s operational
costs to support your Platform usage exceeds the subscription price; (2)
suspend or terminate your use of the Platform or Services, and/or (3) reduce
the amount of data you are able to use.

Trial periods are not intended to be used consecutively. If
we discover that you are doing back-to-back trials to avoid paying a
subscription fee, then, without prejudice to any other remedies available under
law, Beauty Supply Institute reserves the right to suspend or terminate your
use of the Platform or Services and further ban you from using the Platform or
Services in Beauty Supply Institute’s sole discretion.

1.11 Platform Updates.

Beauty Supply Institute
reserves the right to make updates or changes to the Platform at any time,
including changes that may affect the previous mode of operation of the
Platform. You agree that your use of the Platform or purchase of Services is
not contingent on Beauty Supply Institute’s future delivery or release of any
functionality or feature, including but not limited to the continuation of a
certain Service or any Third-party Service.

1.12 International Use.

 If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from
using the Platform. Beauty Supply Institute makes no representation that
materials on the Platform are appropriate or available for use in locations
outside the United States. Those who choose to access the Platform from other
locations do so on their own initiative and at their own risk. If you choose to
access the Platform from outside the United States, you are responsible for
compliance with local laws in your jurisdiction, including but not limited to,
the taxation of products purchased over the Internet. You agree to comply with
all economic sanctions and export control laws, rules and regulations,
including without limitation the regulations promulgated by the U.S. Department
of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department
of the Treasury’s Office of Foreign Assets Control (collectively, “Export
Control Laws”). By using the Platform, you agree not to use, export, import,
sell, release, or transfer the Platform, the Services, or any software or
technology that supports the Platform or your content, or the Platform Content
violating any such Export Control Laws. Specifically, and without limitation,
the Platform, the Services, or any software or technology that supports the
Platform, or your content, or Platform Content may not be exported,
transferred, or released, or provide access (a) into any U.S. embargoed
countries (including, without limitation Cuba, Iran, North Korea, Syria and the
Crimea, Donetsk, and Luhansk regions,  Russia and Belarus (a “Prohibited
Jurisdiction”); or (b) to anyone included in the U.S. Treasury Department’s
list of Specially Designated Nationals or any other applicable restricted party
lists.

You represent, warrant and covenant that (i) You are not
named on, or owned or controlled by any party named on, any U.S. government’s
(or other government’s or international body’s) list of persons or entities
prohibited from receiving U.S. exports, or transacting with any U.S. person,
(ii) You are not a national of, located in, or an  entity (or a
director/employee/agent/representative of such entity) registered in, any
Prohibited Jurisdiction, or an entity that is or has been greater than 50% owned
or controlled by any person or persons described in Clause (i) or (ii) and are
not Military End Users and will not put Beauty Supply Institute or the Platform
to a Military End Use, as defined in 15 C.F.R. 744.21, (iii) You will not
permit your users to access or use the Platform and/or Service or provide any
services to any person(s) in violation of any Export Control Laws, (iv) no user
data created or submitted by You is subject to any restriction on disclosure,
transfer, download, export or re-export under the Export Control Laws, and (v)
You shall comply with all applicable laws regarding the transmission of
technical data exported from the United States and the country in which You and
Your Users are located. You further agree that You will not use the Platform
and/or Services to disclose, transfer, download, export or re-export, directly
or indirectly, any of your user data or your content to any country, entity or
other party which is ineligible to receive such items under the Export Control
Laws or under other laws or regulations to which You may be subject. You
acknowledge that the Platform and/or Service and other software may not be
available in all jurisdictions and that You are solely responsible for
complying with the Export Control Laws. Any offer for any product, Services,
and/or information made in connection with the Platform is void where
prohibited. We reserve the right to terminate access to any Platform Account
that we determine to be a prohibited end-user or engaging in prohibited
end-use, without any liability to such user.

You can cancel the SMS service at any time. Simply text
“STOP” to the shortcode. Upon sending “STOP”, we will conform your unsubscribe
status via SMS. Following this confirmation, you will no longer received SMS
messages from us. To rejoin, sign up as you did initially, and we will resume
sending SMS messages to you.

1.13 Artificial Intelligence Acceptable Use policy:

Before using Artificial Intelligence (“AI”) features of the Platform, you must
ensure that you are in a jurisdiction that allows AI usage. If you elect to use
any AI-based features of the Platform, you are responsible for ensuring that
you are using our AI-based features in compliance with our Artificial
Intelligence Acceptable Use policy which is attached hereto as Exhibit B.

1.14 Domain Names.

If you use the Platform to
purchase a domain name, Beauty Supply Institute will purchase it on your
behalf, and Beauty Supply Institute will be the listed registrant. You must use
the domain name in compliance with these Terms. If requested by You in writing,
Beauty Supply Institute will transfer the domain name to you. A transfer fee
may apply. You agree to indemnify and hold Beauty Supply Institute harmless
from any claim or demand, including reasonable attorneys’ fees, arising from
your use of such domain, including any breach of these Terms and any violations
of applicable laws as it pertains to use of the domain name.

1.15 Customer Account Transfer Requests.

Beauty Supply Institute will not fulfill Sub-Account transfer requests made by your
customers unless you have approved the transfer through our in-app transfer
request process. Beauty Supply Institute will only fulfill transfers of
Sub-Accounts without Your approval if: (i) the Sub-Account has attempted to
seek your approval through the in-app transfer request process, (ii) you have
failed to respond to the Customer for at least 30 days, and (iv) either (a)
your Platform Account has been canceled by you or force-canceled for
non-payment and not reactivated within 30 days, or (b) your Platform Account
has been suspended or terminated due to your breach of these Terms.

1.16 Bug Bounty Program.

Beauty Supply Institute does
not have a bug bounty program and does not pay bug bounties.  Beauty
Supply Institute prohibits any third party access to the Platform or any Beauty
Supply Institute systems or networks, including any network penetration
testing, security assessment or probing, except as expressly permitted by these
Terms or as agreed to by Beauty Supply Institute in a separate written
agreement.

1.17 Certification Program.

Beauty Supply Institute
offers a certification subscription to individual users and enterprise-level
customers who successfully complete the certification exams to indicate
Platform expertise. Certification badges are unique to the individual who
earned the badge and do not apply to the entire agency or anyone else in Your
organization. You agree not to misrepresent certification badges on Your store,
social media or the Platform. Certification badges do not constitute Beauty Supply
Institute’s endorsement, support, promotion, or affiliation with any particular
individual. Beauty Supply Institute is not liable for any business you do or do
not generate as a result of being certified. By participating in the
Certification Program, you grant permission to Beauty Supply Institute to
display your contact information on our Beauty Supply Institute Certified
Directory. Any transactions you enter with third parties as a result of your
certification are solely at your own risk, and Beauty Supply Institute makes no
guarantees or warranties that such transactions will be successful. While
participating in the Certification Program, You are prohibited from stating or
implying that you are an employee or contractor of Beauty Supply Institute, or
that you have an affiliation or business relationship with Beauty Supply
Institute other than your certification credentials. You may not use the
Certification Directory to solicit or recruit certified parties for your own
business or engage in any other activity that is inconsistent with the spirit
of the Certification Program. Beauty Supply Institute reserves the right to
terminate your participation in the Certification Program at any time, for any
reason, in its sole discretion.

1.18 Ecommerce Products and Services.

You are solely
responsible for the Materials that you may sell through the Platform and/or
Services (including description, price, fees, tax that you calculate, defects,
required legal disclosures, regulatory compliance, offers or promotional
content), including compliance with any applicable laws or regulations. You
acknowledge and agree to provide public-facing contact information, a refund
policy and order fulfillment timelines on Your store using the Platform. Beauty
Supply Institute does not provide refunds to your customers. Beauty Supply
Institute does not pre-screen Materials, and it is in our sole discretion to
refuse or remove any Materials from any part of the Platform, including if Beauty
Supply Institute determines in its sole discretion that the Materials that you
offer through the Platform, or the Materials uploaded or posted to the
Platform, violate our Code of Conduct or these Terms. You agree that Beauty
Supply Institute can, at any time, review and delete any or all of the
Materials submitted to the Platform and/or Services, although Beauty Supply
Institute is not obligated to do so. You acknowledge and agree that the
Platform and/or Services are not a marketplace, and any contract of sale made
through the Platform and/or Services is directly between You and the customer.
You are the seller of record for all items you sell through the Platform and/or
Services. You are responsible for the creation and operation of Your store,
Your Materials, the goods and services that you may sell through the Platform
and/or Services, and all aspects of the transactions between You and Your
customer(s). This includes, but is not limited to, authorizing the charge to
the customer in respect of the customer’s purchase, refunds, returns,
fulfilling any sales or customer service, fraudulent transactions, required
legal disclosures, regulatory compliance, alleged or actual violation of
applicable laws (including but not limited to consumer protection laws in any
jurisdiction where you offer products or services for sale), or Your breach of
these Terms. You represent and warrant that Your store, Your Materials and the
goods and services you sell through the Platform and/or Services will be true,
accurate, and complete, and will not violate any applicable laws, regulations
or rights of third parties. For the avoidance of doubt, Beauty Supply Institute
will not be the seller or merchant or record and will have no responsibility
for Your store or items sold to customers through the Platform and/or Services.
Beauty Supply Institute reserves the right to provide our Services and/or
Platform to Your competitors and make no promise of exclusivity. You further
acknowledge and agree that Beauty Supply Institute employees and contractors
may also be Beauty Supply Institute customers or merchants and that they may
compete with You. Beauty Supply Institute is not responsible for damages or
lawsuits that arise if you break the law, breach this agreement or go against
the rights of a third party. You need to ensure that the terms & conditions
applicable to your transactions with your customers do not conflict with these
Terms.

2. White Labeling and Resale MAP Policy. 2.1 Resale Restrictions.

 When reselling access
to the Platform, you agree that you are fully liable to your customers for
their access to and use of the Platform, and you are solely responsible for the
resolution of all customer disputes and inquiries. If Beauty Supply Institute
determines, in its sole discretion, that you are consistently and repeatedly
failing to provide your customers with adequate resolutions to their disputes
and inquiries, or if we receive complaints that you are not responding to legitimate
customer disputes or inquiries, we reserve the right to exercise our ability to
terminate your Platform Account.

2.2 Minimum Advertised Price.

 If you are authorized to white-label and resell access to the Platform, You cannot
advertise access to the Core Platform for an effective price that is less than
the Standard Prices offered by Beauty Supply Institute (the “MAP Policy”). The
“Core Platform” is defined as a combination of 2 or more of the following
Platform features: (i) Funnel and Website Builder, (ii) Forms, (iii) Surveys,
(iv) Customer Relationship Manager, (v) Email Builder, (vi) Calendars, and/or
(vii) Automation workflows. For the avoidance of doubt, offering any of the
foregoing features (or any other features not listed above) as a standalone
product is not subject to the MAP Policy. “Standard Price” for one Sub-Account
is $97 USD for monthly subscriptions or $970 USD for an annual subscription. Beauty
Supply Institute reserves the right to change its Standard Prices at any time,
for any reason. In the event of a change to Beauty Supply Institute’s Standard
Prices, you are responsible for ensuring your continued compliance with the MAP
Policy. Beauty Supply Institute may run special pricing offers, promotions, or
discounts from time-to-time (“Special Pricing”). Beauty Supply Institute’s use
of Special Pricing does not create an exception to the MAP Policy. Any changes
to this MAP Policy will be communicated by a change to these Terms or by other
forms of communication deemed appropriate by Beauty Supply Institute in its
sole discretion. The price at which you are advertising access to the Platform
is determined after deduction of coupon discounts, rebates, value of product
giveaways, gift card amounts, and other promotional offers, that have the
effect of lowering an advertised price (“Advertised Price”). The MAP Policy
only applies to the Advertised Price. The final price at which you resell
access to the Platform (“Final Price”) is not subject to the MAP Policy

2.3 Lifetime Licenses Restriction.

Subscription fees
for access to the Platform or any standalone Platform features must be charged
on a recurring basis (i.e. monthly, annually, etc.). It is a violation of these
Terms to resell lifetime access to the Core Platform or any standalone features
of the Platform for a one-time fee unless you have a prior written approval
from Beauty Supply Institute. Beauty Supply Institute reserves the right to
grant exceptions and revoke any such exceptions to this restriction in its sole
discretion.

2.4 Exceptions to MAP Policy.

2.4.1 Beauty Supply Institute reserves the right to make
exceptions to this MAP Policy at any time, for any reason, in its sole and
absolute discretion. Such exceptions must be made in writing, and may be
revoked at any time, for any reason, in its sole and absolute discretion.

2.4.2 The MAP Policy does not apply to Advertised Prices
displayed at brick-and-mortar selling locations where the Advertised Price is
not distributed or visible to customers outside said location, or where Final
Prices are first disclosed to customers in “shopping carts” for web-based sales
(so long as such Final Prices cannot be retrieved by search engines or
otherwise displayed to customers).

2.4.3 This MAP Policy does not apply to advertising within
any jurisdiction in which minimum advertised price policies are prohibited by
law. It is a violation of this policy, however, to transmit an Advertised Price
less than the MAP Policy from any such jurisdiction to customers in any
jurisdiction in which the MAP Policy is permissible.

2.4.4 For sales into the European Union and United Kingdom,
this MAP Policy does not prohibit you from offering customers discounts or
communicating to customers that the Final Price could differ from the
Advertised Price.

2.5 White Label License and Restrictions. 2.5.1 License to White Label.

Subject to your continued compliance with these Terms, we hereby grant you a limited,
non-exclusive, non-transferable and revocable license to use the Platform
including the design and trade-dress, as may be reasonably required for
re-branding and reselling access to the Platform under your own white-label
brand. Any license granted to You under this Section will automatically
terminate upon a breach of this license or the Terms or a violation of the
restrictions set forth below.  Under this license, portions of the
Platform may be modified by you, incorporating your name, logo, trademark, and
color scheme into your individual access area within the Platform. You are
solely responsible for copyright, trademark or other intellectual property
concerns connected with you and your customers’ customized look and feel of the
Platform. You acknowledge that you may not be able to customize the Platform
according to your unique branding to the extent that your customization would
appear to be independently developed. Beauty Supply Institute may remove any of
your modifications at any time without advance notice and without liability to
you. You are authorized to make your white-labeled version of the Platform
available on application store platforms; however, You acknowledge that Beauty
Supply Institute shall not be responsible in any manner whatsoever in case you
are unable to publish your white-labeled version of the Platform on any app
store.

2.5.2 Restrictions.

You are prohibited from
participating in any illegal, deceptive, misleading or unethical practices
including, but not limited to, disparagement of the Platform or Services or
other practices which may be detrimental to the Platform or Services, Beauty
Supply Institute or the public interest.  You will not, nor make any
attempt to, acquire any rights in the Platform or any of its components. If you
acquire any rights in the Platform or any portion thereof, by operation of law
or otherwise, you, at no expense to Beauty Supply Institute hereby assign all
such rights to Beauty Supply Institute. You are prohibited from representing
yourself as a Beauty Supply Institute employee or otherwise implying an
association with Beauty Supply Institute when reselling access to the Platform.
You may not direct your customers to contact Beauty Supply Institute for any
reason, including but not limited to Platform support. You may not directly or
indirectly solicit existing Beauty Supply Institute customers to cancel their
Platform Account in order to purchase a subscription to your white-label
branded version of the Platform. You may not distribute marketing collateral or
other advertising or sales content that directly compares Beauty Supply
Institute’s product to your white-label branded version of the Platform or
makes claims that suggest your white-label branded version of the Platform is
superior to or has more features than Beauty Supply Institute’s Platform.

2.5.3 Suspension and Termination.

We may suspend or terminate your ability to resell access to the Platform in our sole discretion,
with or without notice, if you violate the MAP Policy or these Terms or for any
other reason in our sole and absolute discretion.

3. Code of Conduct.

You represent and warrant that,
when using the Platform, you will comply with the Code of Conduct set forth in
Exhibit A. Beauty Supply Institute reserves the right to seek all remedies
available to it in the event that You violate this Agreement, including the
Code of Conduct, up to and including termination of your Platform Account.

4. Payment 4.1 Fees and Auto-Renewal.

You agree to provide us
with accurate and complete billing information (name, address, credit card
information, and phone number) and notify us of any changes within 10 days of
the change. Your use of the Platform is subject to the timely payment of your
and your customers’ Fees. Fees may include, but are not limited to:
subscription fees, Communication Surcharges, add-on service fees, or other
usage-based or subscription-based Fees offered by Beauty Supply Institute as
incurred by you and your customers. Fee rates and amounts may change from time
to time. Fees for subscription services will be billed in advance of Services
on a monthly or annual basis, depending on your subscription plan. Usage-based
fees, including but not limited to Communications Surcharges, are calculated
based on usage and will be billed monthly as separate line items on your
invoice. We will automatically charge the card on file when your Fees become
due.

4.2 Wallets and Rebilling.

Your Platform Account
contains a “wallet” where you can pre-load funds to purchase Services through
the Platform or to support rebilling of your customers’ Fees. If you are on the
$297 or $497 plan, You are automatically enrolled in our rebilling feature and
will need to update your settings in your Platform Account if You want to turn
off the rebilling feature or change the automatic re-load amount. If you use
the wallet feature, You provide your consent for Beauty Supply Institute to
deduct amounts from the wallet to cover any Fees due at such time.   In
the event you have a negative wallet balance, we will automatically charge the
credit card we have on file to cover the negative balance and add funds to
avoid any overdrafts. You provide your consent for Beauty Supply Institute to
charge your credit card to avoid any overdrafts.

4.3 Late Payments and Payment Disputes.

If, for any
reason, your credit card company declines or otherwise refuses to pay the
amount owed for the Services you have purchased, we will re-attempt to charge
the card on file for a period of 7 business days. If, after re-attempting to
charge your card, we are still unable to process the transaction, your Platform
Account may be force-canceled for non-payment in Beauty Supply Institute’s sole
discretion. Additionally, we may require you to pay any overdue Fees and other
amounts incurred (including any third-party chargeback fees or penalties) by
other means acceptable to us. In the event legal action is necessary to collect
on balances due, you agree to reimburse us for all expenses incurred to recover
sums due, including attorney fees and other legal expenses. In the event that
you dispute any charges on your invoice, You must notify us in writing within
thirty (30) days of the invoice date. You must pay all invoiced Fees and
charges while the dispute is pending or you waive the right to pursue the
dispute. Where you are disputing any Fees or charges, you must act reasonably
and in good faith and cooperate diligently with us to resolve the dispute. All Beauty
Supply Institute determinations regarding your obligation to pay invoiced Fees
and charges are final.

4.4 Cancellations.

You may cancel your subscription
through your Platform Account, by submitting a support ticket, or by calling
our support team at (888) 732-4197 (Toll free). You are solely responsible for
the cancellation of Services associated with your account, and, subject to
other provisions of these Terms, you will be responsible for all Fees incurred
until such cancellation occurs. No refunds will be provided for your failure to
properly cancel the Services associated with your account.

4.5 Mark-ups.

You may not mark-up or increase any Beauty
Supply Institute Fees that you pass through to Your customers or third parties
unless you are enrolled in our $497 tier plan. You are solely responsible for
all customer pass-through Fees and related expenses, including but not limited
to refunds and chargebacks of such pass-through Fees. Beauty Supply Institute
is not responsible for resolving issues or disputes between You and Your
customers regarding pass-through Fees. You are solely responsible for all
financial transactions you and your customers engage in on the Platform or
while using the Services, including transactions conducted using billing tools
enabled by the Services.  You are exclusively responsible for all
chargebacks related to activities of you and your customers, regardless of the
reason for the chargeback.  You are solely responsible for collecting and
remitting to government authorities any taxes and government assessments
related to Your resale or markup of the Services.

4.6 Refunds 4.6.1 Nonrefundable Fees.

All Fees assessed by Beauty Supply Institute are non-refundable, including subscription Fees, Communication
Surcharges, and Beauty Supply Institute’s resale of Third Party Services,
regardless of whether you actually accessed or used the Platform Account or
Services during your subscription period. You are solely responsible for any
excess Fees incurred by You as a result of an error or omission made by You or
a third party. Beauty Supply Institute does not provide Fee refunds or credits
for such errors or omissions, or for partially used or unused Platform or
Services subscriptions. Except as may be required by law, Beauty Supply
Institute reserves the right to issue or deny a refund or credit in its sole
and absolute discretion, at any time, for any reason, and Beauty Supply
Institute’s determination of if and when to issue or deny a refund or credit is
final.

4.6.2 Pre-paid and Minimum Commitment Subscriptions.

Beauty Supply Institute resells some Services and Third Party Services that require
pre-payment (including but not limited to ad-buying and other services). Unused
or cancelled pre-paid services are non-refundable. Beauty Supply Institute may,
in its sole discretion, issue account credits for future services in the event
that You elect to cancel any pre-paid services before the services are fully
performed. Some subscriptions for Services require a non-cancellable minimum
subscription commitment which cannot be canceled until the commitment is
fulfilled. Fees for such non-cancellable minimum subscription commitments will
continue to be automatically applied to your bill until the minimum commitment
has been achieved. Some add-on services or products cannot be canceled or
refunded once Beauty Supply Institute has technically enabled such products
and/or services on your Platform Account, including but not limited to the
HIPAA package.

4.6.3 Wallet Credit Refunds.

When Your Services are canceled, terminated or expired, it is Your sole obligation to request Beauty
Supply Institute to refund any amounts remaining in your account’s “wallet”.
Any amounts remaining in the “wallet” for over thirty (30) days after
expiration, termination or cancellation of your Platform Account, will
automatically become the property of Beauty Supply Institute.

4.7 Taxes and Government Assessments.

All Fees are exclusive of any sales, VAT, GST and use taxes, levies, fees, duties, interest,
penalties and other governmental assessments (“Taxes”) unless mentioned
otherwise in these Terms. Business entities with a valid VAT or GST
identification number should provide Beauty Supply Institute with their VAT or
GST identification number. You hereby confirm that Beauty Supply Institute can
rely on the VAT or GST number provided. Where applicable by law, Beauty Supply
Institute will shift the liability to pay VAT/GST on the Fees to you due to the
application of a VAT/GST reverse charge mechanism. You are exclusively
responsible for Taxes associated with your use of the Platform, including all
Taxes associated with transactions you conduct with your customers. Beauty
Supply Institute may collect Taxes from you as part of the Fees as legally
required or as Beauty Supply Institute deems appropriate, and all Beauty Supply
Institute determinations regarding what Taxes to collect are final.
 Failure to provide Beauty Supply Institute with a valid VAT or GST
identification number may result in VAT or GST being assessed by Beauty Supply
Institute. If you provide a valid VAT or GST identification number after a Fee
has been paid, the VAT and GST taxes charged will not be refunded .Beauty
Supply Institute may recalculate and collect additional Taxes from you if it
determines at any point that they are due. You will indemnify Beauty Supply
Institute for all Claims related to Taxes that are associated with your
activities on the Platform, including any Taxes related to your transactions
with your customers as further described above. Taxes are nonrefundable. You
hereby confirm that Beauty Supply Institute can rely on the name and address
that You provide to Beauty Supply Institute when You agree to the Fees or in
connection with Your payment method as being the place of supply for Tax
purposes or as being the place of supply for VAT purposes where You have
established Your business. Without limiting the generality of this Section 4.7,
if any amount payable by You to Beauty Supply Institute is subject to any
withholding or similar taxes, You shall pay for all withholding taxes without
any reduction in the Fees and Taxes charged above..

5. Affiliate Program.

Beauty Supply Institute offers
an Affiliate Program under which commissions can be earned for referring new
customer to Beauty Supply Institute. Your participation in the Affiliate
Program is subject to Beauty Supply Institute’s approval and your acceptance of
the Affiliate Agreement, a copy of which is available here and is incorporated
herein by reference. You must establish a payment account linked to your Beauty
Supply Institute account in order to earn and receive commission payouts.
Commissions may be forfeited if Beauty Supply Institute is unable to submit
payment to your payment account for any reason. Employees of Beauty Supply
Institute are not eligible to participate in the Affiliate Program or earn
commissions for at least six (6) months after termination of their employment
with Beauty Supply Institute.

6. Intellectual Property

6.1 Platform Content.

The Platform and Platform
Content are the property of Beauty Supply Institute or its licensors and are
protected by copyright, trademark and other intellectual property laws, except
as indicated below. Platform Content does not include User Contribution(s), as
defined below. Beauty Supply Institute grants you a personal, royalty-free,
non-assignable, revocable, and non-exclusive license to access and use the
Platform Content while using the Platform for the purpose of making the
Platform available to You and Your customers. Any other use, including the
reproduction, modification, distribution, transmission, republication, framing,
display or performance of Platform Content without prior permission of Beauty
Supply Institute is strictly prohibited.

6.2 Beauty Supply Institute Marks and Advertisements.

Beauty Supply Institute’s name, logo, or Marks (including but not limited to Beauty
Supply Institute, LeadConnector) are
trademarks and service marks of Beauty Supply Institute and may not be used
without advance written permission of Beauty Supply Institute, including but
not limited to as part of any company name or domain name or in connection with
any product or service that is not provided by Beauty Supply Institute, or in
any manner that is likely to cause confusion, or in any manner that disparages,
discredits, or misrepresents Beauty Supply Institute. Unless you are authorized
to white label and resell access to the Platform, You may not remove any Beauty
Supply Institute Marks, name or logo or other proprietary notices, including,
without limitation, attribution information, credits, and copyright notices
that have been placed on or near the Platform or Platform Content. Other
products or company names mentioned on the Platform may be trademarks or
service marks of their respective owners. Third-party websites may feature Beauty
Supply Institute Marks, with or without authorization, and such usage of Beauty
Supply Institute Marks does not constitute or imply any approval, sponsorship,
or endorsement by Beauty Supply Institute. You will not (i) make any
unauthorized representations, warranties or false, misleading or deceptive
statements regarding Beauty Supply Institute, its Platform and Services (ii)
include Beauty Supply Institute or any of its Services or the Platform in any
of your comparative and/or marketing advertisements.

6.3 User Contributions.

User Contributions are
considered non-confidential and non-proprietary. You grant Beauty Supply
Institute, our service providers and each of their licensees, successors, and
assigns the right to use, reproduce, modify, perform, display, distribute, and
otherwise disclose User Contributions to third parties for the sole purpose of
fulfilling Beauty Supply Institute’s obligations under these Terms. Beauty
Supply Institute is not responsible or liable to any third party for the
content or accuracy of any User Contributions, nor do we endorse the User
Contribution of third parties. Beauty Supply Institute is not responsible for
any failure or delay in removing User Contributions that violate the Terms. Beauty
Supply Institute reserves the right to delete or otherwise remove any User
Contributions we deem to be in violation of these Terms, with or without
notice, at any time, for any reason. You represent and warrant that: (i) You
own or control all rights in and to the User Contributions and have the right
to grant the license granted above; (ii) All of your User Contributions comply
with these Terms; and (iii) You understand and acknowledge that you are
responsible for the legality, reliability, accuracy and appropriateness of your
User Contribution.

6.4 Prohibited User Contributions.

You are prohibited
from posting User Contributions on the Platform that: (i) Are unlawful,
threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious,
invasive of another’s privacy, or includes graphic descriptions of sexual or
violent content; (ii) Victimize, harass, degrade, or intimidate an individual
or group of individuals on the basis of religion, gender, sexual orientation,
race, ethnicity, age, disability, or otherwise; (iii) Infringe any patent, trademark,
trade secret, copyright, right of publicity, or other proprietary or
intellectual property right of any party; or (iv) Breach the security of,
compromise or otherwise allow access to secured, protected or inaccessible
areas of the Platform, or attempt to gain access to other networks or servers
via your Platform Account.

6.5 Feedback.

If you provide Feedback, you agree and
acknowledge that your submission of Feedback is voluntary, non-confidential,
and gratuitous, and Beauty Supply Institute and its affiliates have no
obligation to use the Feedback. You grant Beauty Supply Institute and its
designees a perpetual, irrevocable, non-exclusive, fully-paid up and
royalty-free license to use any Feedback you submit to Beauty Supply Institute
without restrictions or payment or other consideration of any kind, or
permission or notification to you or any third party. The license includes,
without limitation, the irrevocable right to reproduce, prepare derivative
works, combine with other works, alter, translate, distribute copies, display,
perform, license the Feedback, and all rights therein, in the name of Beauty
Supply Institute or its designees throughout the universe in perpetuity in any
and all media now or hereafter known.

6.6 Feedback Waiver.

You hereby irrevocably release
and forever discharge Beauty Supply Institute from any and all actions, causes
of actions, claims, damages, liabilities and demands, whether absolute or
contingent and of any nature whatsoever, which you now have or hereafter can,
shall or may have against Beauty Supply Institute with respect to the Feedback,
including without limitation how Beauty Supply Institute directly or indirectly
uses the Feedback. You agree that you are responsible for the content of the
Feedback and further agree (at Beauty Supply Institute's option and at your
sole expense) to defend, indemnify, and hold Beauty Supply Institute harmless
from any and all actions, claims, and liabilities, demands, whether absolute or
contingent and of any nature whatsoever, damages, losses, costs, fees, fines or
expenses, including reasonable attorneys' fees, which Beauty Supply Institute
may incur as a result of use of the Feedback in accordance with these Terms.

6.7 Copyright; Digital Millennium Copyright Act.

 Beauty Supply Institute is an online service provider and is afforded safe harbor from
copyright infringement liability under the Digital Millennium Copyright Act
under 17 U.S.C. § 512. If you believe that Your copyrights have been infringed
by a Beauty Supply Institute user, or that your intellectual property rights
have been otherwise violated by a user of our Platform, you should notify us of
your infringement claim in accordance with the procedure set forth below. You
may submit a DMCA Takedown Request or a DMCA Counter-Notice by completing the
forms. If you include any personally identifiable
information in your DMCA Takedown Request or Counter-Notice, you consent to the
disclosure of that personally identifiable information when providing a copy of
the Takedown Notice of Counter-Notice to the intended recipient and/or their
representatives.

Upon receipt of a fully compliant DMCA Takedown Request, Beauty
Supply Institute will notify and provide a copy of the DMCA Takedown Request to
the alleged infringer. Beauty Supply Institute will make reasonable efforts to
remove the allegedly infringing content in a reasonable amount of time after
receipt of the fully compliant DMCA Takedown Request.

The alleged infringer may submit a DMCA Counter-Notice by
completing the forms located at

Beauty Supply Institute.com/DMCA.

Upon receipt of a
fully compliant DMCA Counter-Notice, Beauty Supply Institute will send a copy
of the Counter-Notice to the original complaining party. Unless the original
complaining party files an action seeking a court order against the content
provider, member or user, the removed content may be reposted, or access to it
restored, in 10 business days or more after receipt of the Counter-Notice, at Beauty
Supply Institute’s sole discretion.

Alternatively, you may email a DMCA Takedown Request or
Counter-Notice in the forms described below to

Beauty Supply Institute

(Subject line: “DMCA Takedown Request”) with a physical copy
mailed to the designated copyright agent address below.

Beauty Supply Institute Inc

Attention: Copyright Agent

5015 Floyd Road, Suite 300

Mableton, GA 30126

To be effective, the notification must be in writing and
contain the information below. DMCA Takedown Requests or Counter-Notices that
do not comply with the following requirements will be rejected and not
processed:

For DMCA Takedown Requests:

- an electronic or physical signature of the person
authorized to act on behalf of the owner of the copyright or other intellectual
property interest;

- a description of the copyrighted work or other
intellectual property that you claim has been infringed;

- a description of where the material that you claim is
infringing is located on the Platform, with enough detail that we may locate
it;

- your address, telephone number, and email address;

- a statement by you that you have a good faith belief that
the disputed use is not authorized by the copyright or intellectual property
owner, its agent, or the law; and

- a statement by you, made under penalty of perjury, that
the above information in your notice is accurate and that you are the copyright
or intellectual property owner or authorized to act on the copyright or
intellectual property owner's behalf.

For Counter-Notices:

- your physical or electronic signature;

- identification of the content that has been removed or to
which access has been disabled and the location at which the content appeared
before it was removed or disabled;

- a statement that you have a good-faith belief that the
content was removed or disabled as a result of mistake or a misidentification
of the content; and

- your name, address, telephone number, and email address,
and a statement that you will accept service of process from the person who
provided notification of the alleged infringement.

6.8 Copyright.

The Beauty Supply Institute Platform
is a registered work under the United States Copyright Act, Registration Number
TXu 2-435-865 with an effective date of registration of June 19, 2024.

6.9 Patents Pending.

Certain features provided in the
Platform are covered by the following U.S. Patent Applications filed with the
United States Patent and Trademark Office:

- App. Ser. No. 18/322, 978 filed on May 24, 2023;

- App. Ser. No. 18/341,261 filed on June 26, 2023;

- App. Ser. No. 18/457,510 filed on August 29, 2023; 

- App. Ser. No. 18/460, 891 filed on September 05, 2023;
Patent No. U.S. 12,010, 184 B1 Granted on June 11, 2024; Continuation
18/651,892 filed May 1, 2024

- App. Ser. No. 18/469,702 filed on September 19,
2023; 

- App. Ser. No. 18/470’799 filed on September 20, 2023.

- App. Ser. No. 18/508,729 filed on November 14, 2023

- App Ser. No. 18/515,750 filed on November 21, 2023;

- App. Ser. No. 18/762,873 filed on July 3, 2024

- App. Ser. No. 18/749,809 filed on June 21, 2024

6.10 Usage Data.

Beauty Supply Institute may access,
collect, analyze, and use the data, information, or insights generated or
derived from the provision, use and performance of the Platform, the Service
and related software, programs, and technologies (“Usage Data”) in accordance
with our Privacy Policy. Beauty Supply Institute owns all such Usage Data. If Beauty
Supply Institute desires to disclose any Usage Data, then Beauty Supply
Institute will anonymize all Usage Data in such disclosure and disclose such
Usage Data in aggregate form only in a manner that does not identify You or
your customers and would not permit a third party to identify You or your
customers.

7. Disclaimers

Beauty Supply Institute makes no guarantees that your
business will be profitable and that you will make money using the Platform or
the Services. Except as otherwise set forth in these Terms, Beauty Supply
Institute is not providing any business opportunities with use of the Platform
and/or Service.

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”
BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE
PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT BEAUTY SUPPLY INSTITUTE
HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY
INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A)
THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE,
(D) CERTAIN FEATURES WILL BE ADDED TO THE PLATFORM, OR (E) THE QUALITY OF THE
PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR
DEFECTS.

YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS
PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT BEAUTY
SUPPLY INSTITUTE IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF
YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S
NETWORK.

BEAUTY SUPPLY INSTITUTE MAKES NO WARRANTY REGARDING ANY
TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN
CONNECTION WITH THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH
TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED
IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM
FROM A THIRD PARTY OR THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH
THIRD PARTY.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE
THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR
WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD
WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO,
CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED
SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON
THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

BETA PRODUCTS OR EARLY RELEASE PRODUCTS.

FROM TIME TO
TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH BEAUTY SUPPLY
INSTITUTE WHERE YOU GET TO USE EARLY RELEASE OR BETA PRODUCTS, FEATURES OR
DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY BEAUTY SUPPLY
INSTITUTE. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS
IS” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. BEAUTY SUPPLY
INSTITUTE DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE,
NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO.
YOU OR BEAUTY SUPPLY INSTITUTE MAY TERMINATE YOUR ACCESS TO THE BETA PRODUCTS
AT ANY TIME.

8. Limitation of Liability, Indemnification, and Mitigation

Your exclusive remedy and our entire liability, if any, for
any claims arising out of these Terms and your use of the Platform or the
Services shall be limited to the amount you paid us for Services purchased on
the Platform during the three (3) month period before the act giving rise to
the liability, provided however, this limitation will not apply to you if you
only use the free Services, and in this case, if Beauty Supply Institute
determines to have any liability to you or any third party arising from your
use of the free Services, then Beauty Supply Institute’s aggregate liability
will be limited to one hundred U.S. dollars.

IN NO EVENT SHALL BEAUTY SUPPLY INSTITUTE BE LIABLE TO YOU
OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING,
WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR
PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH
THE USE OF THE PLATFORM OR THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR
LINKED TO FROM THE PLATFORM.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY
SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS
REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD
PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF
ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY
NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold Beauty Supply
Institute harmless  against all demands, claims, actions, proceedings,
damages, liabilities, losses, fees, costs or expenses (including without
limitation reasonable attorneys’ fees and the costs of any investigation)
directly or indirectly arising from or in any way connected with your use of
the Platform  (“Claims”), including, but not limited to: (a) our use of or
reliance on information or data supplied or to be supplied by you, your
employees, agents, or customers; (b) any breach of or default under these
Terms  by you, your employees, agents, or customers; (c) the wrongful use
or possession of any Beauty Supply Institute property by you, your employees,
agents, or customers; (d) any negligence, gross negligence or willful
misconduct by you or your employees, agents, or customers; (e)
misrepresentations by you, your employees, agents, or customers (f)
violation(s) of applicable law by you, your employees, agents, or customers,
(g) your actions and the actions of your employees, agents, or customers; (h)
the acts or omissions of you, your employees, agents, or customers in
connection with providing notice and obtaining consents regarding the
origination or content of the SMS or MMS messages, email or other
communications using the Services, (i) Taxes and other Fees and/or (j) any
disputes between (1) you and other users (2) you and your client(s) and/or (3)
your customers.

If the Platform is found to violate any third-party
intellectual property right, at our option we may: (a) obtain the right for you
to continue to use the Platform as contemplated by these Terms; (b) modify or
replace the Platform, in whole or in part, to seek to make the Platform
non-infringing; or (c) require you to immediately cease any use of the
Platform.

9. Limitation On Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR
RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3)
MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS
OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION
OR CLAIM IS PERMANENTLY BARRED.

10. Injunctive Relief

You agree that a breach of these Terms will cause
irreparable injury to Beauty Supply Institute for which monetary damages would
not be an adequate remedy, and Beauty Supply Institute shall be entitled to
seek equitable relief, in addition to any remedies it may have hereunder or at
law, without having to post a bond or other security.

11. Waiver And Severability

No waiver by Beauty Supply Institute of a term or condition
set forth in these Terms shall be deemed a continuing waiver of such term or
condition or a waiver of any other term or condition. Any failure of Beauty
Supply Institute to assert a right or provision under these Terms shall not
constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other
tribunal of competent jurisdiction to be invalid, illegal or unenforceable for
any reason, such provision shall be eliminated or limited to the minimum extent
such that the remaining provisions of the Terms of Service will continue in
full force and effect.

12. Change of Control

Beauty Supply Institute may assign its rights under these
Terms at any time, without notice to you. You may not assign your rights under
these Terms without Beauty Supply Institute’s prior written consent which may
be withheld at Beauty Supply Institute’s sole discretion.

13. Entire Agreement

Except as noted below, these Terms constitute the sole and
entire agreement between you and Beauty Supply Institute with respect to the
Platform and supersede all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, with respect
to the Platform. These Terms may not be altered, supplemented, or amended by
the use of any other document(s) unless such document is signed by an
authorized representative of Beauty Supply Institute.

Beauty Supply Institute may enter into a separate agreement
with you. The terms of any separate agreement between you and Beauty Supply
Institute will be considered a part of your entire agreement with Beauty Supply
Institute. To the extent there is a conflict between these Terms and the terms
of your separate agreement with Beauty Supply Institute, your separate
agreement with Beauty Supply Institute will control.

14. Term and Termination.

These Terms will remain in
full force and effect so long as you maintain a Platform Account. The sections
of these Terms that are intended to survive termination of your Platform
Account will remain binding even after you are no longer a Platform user.

14.1 Grounds for Termination.

 You agree that Beauty
Supply Institute, in its sole discretion, may suspend or terminate your access
to the Platform (or any part thereof) for any reason, with or without notice,
and without any liability to you or to any third party for any claims, damages,
costs or losses resulting therefrom. Any suspected fraudulent, abusive or
illegal activity may be grounds for barring your access to this Platform, and
reporting you to the proper authorities, if necessary. Beauty Supply Institute
reserves the right to delete Platform Accounts that have remained inactive for
ninety (90) days or more.

14.2 No Right to Services Upon Termination.

 Upon termination and regardless of the reason(s) motivating such termination, your
right to use the Platform will immediately cease. Beauty Supply Institute is
not liable to you or any third party for any claims for damages arising out of
any termination or suspension or any other actions taken by us with regards to
your Platform access.

14.3 No Termination by Third Party Users.

 Beauty Supply Institute has limited access to subscriptions not directly purchased
from us. Any user who has been given access to the Platform by any party other
than Beauty Supply Institute must contact the party who originally provided
access to the Platform for any inquiries related to termination.

14.4 Force Majeure.

In addition to any excuse
provided by applicable law, we shall be excused from liability for non-delivery
or delay in delivery of the Platform or any associated product or service
through the Platform arising from any event beyond our reasonable control,
whether or not foreseeable by either party, including but not limited to: labor
disturbance, war, fire, accident, adverse weather, inability to secure
transportation, governmental act or regulation, and other causes or events
beyond our reasonable control, whether or not similar to those which are
enumerated above.

15. Applicable Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY
REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING
INDIVIDUAL ARBITRATION.

The laws of the State of Texas will govern these Terms of
Service and any disputes under them, without giving effect to any principles of
conflicts of laws. These Terms may be translated into different languages—only
the English version is valid and enforceable.

Any controversy or claim arising out of or relating to these
Terms shall be exclusively settled by arbitration administered by the American
Arbitration Association in accordance with Commercial Arbitration Rules, then
in effect. This arbitration provision is governed by the Federal Arbitration
Act. The arbitration proceedings shall be held in Dallas, Texas. Any
arbitration award may be entered in a court of competent jurisdiction.

All claims and disputes within the scope of this arbitration
agreement must be arbitrated or litigated on an individual basis and not on a
class basis. Claims of more than one customer or user cannot be arbitrated or
litigated jointly or consolidated with those of any other customer or user.

16. Communications and Contact Information

All notices to a party shall be in writing and shall be made
via email. You agree to allow us to submit notices to you either
through the email address you provided when registering, or to any address we
have on record.  Notices are effective on receipt.

Beauty Supply Institute may contact you regarding these
Terms using any information you provide, or by any other means if you do not
provide contact Information. If you no longer wish to receive communications
from Beauty Supply Institute, you can click on the “unsubscribe link” provided
in such communications.

When you create a Platform Account, you must designate a
primary email address that will be used for receiving electronic communication
related to these Terms. Beauty Supply Institute will never send you an email
requesting confidential information such as account numbers, usernames, or
passwords, and you should never respond to any email requesting such
information. If you receive such an email purportedly from Beauty Supply
Institute, do not respond to the email and notify Beauty Supply Institute.

For all other feedback, comments, requests for technical
support, and other communications relating to the Platform or the Terms, please
contact us at or by mail at:

Beauty Supply Institute Inc.

ATTN: Legal Department

5015 Floyd Road., Suite 300

Mableton, GA 30126

17. Definitions

17.1 “Communication Surcharges” means any applicable
communications service or telecommunication provider (e.g., carrier) fees or
surcharges related to your use of the Platform.

17.2 “Competitor” shall include, but not be limited to, any
entity carrying on a business of marketing and sales platform, SaaS, any entity
offering one or more services offered by the Platform, or any entity carrying
on a business similar to the business of Beauty Supply Institute Inc. and its
subsidiaries, as determined by Beauty Supply Institute in its sole discretion.
For the avoidance of doubt, Beauty Supply Institute customers who white-label
and resell the Platform are not Competitors.

17.3 "Feedback” means ideas You provide to Beauty
Supply Institute regarding improvements, enhancements, new features, new
products, or other concepts related to the Platform, Services, or other
services, products, matters related to Beauty Supply Institute’s or its
affiliates’ business. “Feedback” includes any ideas posted to Beauty Supply
Institute’s ideaboard.

17.4 “Fees” means any fees associated with the Platform,
including but not limited to the monthly subscription services fee and any fees
associated with add-in Services that you may purchase.

17.5 "Beauty Supply Institute Marks” means the Beauty
Supply Institute name and related logos and service marks of Beauty Supply
Institute.

17.6 “Information” means data about You and Your customers
that Beauty Supply Institute collects on the Platform, including but not
limited to information required to create a Platform Account and use the
Platform for the intended purpose.

17.7 “Login Credentials” means the username and password
used to access your Platform Account, including API keys and access to third
party integrations used with the Platform.

17.8 “Materials” means Your trademarks, copyright content,
any tangible products or services you sell through the Platform (including
description and price), and any photos, images, videos, graphics, written
content, audio files, code, information, or other data provided or made
available by you or your affiliates to Beauty Supply Institute or its affiliates.

17.9 “Platform” means any Services, Training, content,
functionality, communication channels, and software or other services or
features offered to customers on or through Beauty Supply Institute’s website
or mobile application.

17.10 “Platform Account” means the account you created in
order to access and use the Platform.

17.11 “Platform Content” means content, data, features, and
functionality, including but not limited to text, graphics, videos, logos,
button icons, databases, music, sounds, images, or other material that can be
viewed on the Platform. Platform Content does not include User Contributions.

17.12 “Prohibited Uses” means the behaviors described in
Section 3.

17.13 “Services” means the variety of product integrations
and services that Beauty Supply Institute makes available on the Platform.
Services may include Third Party Services.

17.14 “Sub-Account” means a subscription for one business
under a Platform Account.

17.15 “Third Party Content” means content, promotions or
offers provided by third parties or links to external third-party websites that
may be accessible on the Platform.

17.16 “Third Party Services” means third-party websites,
databases, networks, servers, information, software, programs, systems,
directories, applications, or products or services offered by a third party
through the Beauty Supply Institute Platform. This includes but is not limited
to applications downloaded from the Beauty Supply Institute Marketplace,
integrations with third party applications, or any functionality that is
provided by a third party through the Platform.

17.17 “Training” means any training, information or
suggested usages conveyed by Beauty Supply Institute about the Platform.

17.18 “User Contributions” means content or materials that
you post, submit, upload, publish, display, or transmit on or through the
Platform or to Beauty Supply Institute directly.

17.19 “You” or “you” or any derivatives thereof means the
individual who accepted the Terms or the business entity that the individual
represents. “You” also includes any and all agents, employees, or third parties
that are authorized to act on your behalf.

EXHIBIT A CODE OF CONDUCT

The following are considered Prohibited Uses of the
Platform. Engaging in a Prohibited Use is a material breach of these Terms for
which Beauty Supply Institute may immediately suspend or terminate your
Platform Account in accordance with these Terms:

- Use of the Platform in any way that violates any
applicable law or regulation.

- Use of the Platform in a country that prohibits or
restricts the use of Artificial Intelligence.

- Use of the Platform to exploit, harm, or attempt to
exploit or harm anyone in any way.

- Use of the Platform to send, receive, upload, download,
use, or re-use any material that does not comply with these Terms.

- Use of the Platform to transmit, or procure the sending of
any unlawful advertising or promotional material, including any “junk mail,”
“chain letter,” “spam,” or any other similar solicitation.

- Impersonating or attempting to impersonate Beauty Supply
Institute, a Beauty Supply Institute employee, another user or any other person
or entity (including, without limitation, by using email addresses associated
with any of the foregoing).

- Engaging in any other conduct that restricts or inhibits
anyone's use or enjoyment of the Platform

- Engaging in any conduct that may, as determined by Beauty
Supply Institute, harm Platform users or Beauty Supply Institute, or expose
either to liability.

- Use of the Platform in any manner that could disable,
overburden, damage, or impair the Platform or interfere with any other party's
use of the Platform, including their ability to engage in real time activities
through the Platform.

- Use of any robot, spider or other automatic device,
process or means to access the Platform for any purpose, including monitoring
or copying any of the material on the Platform.

- Use of any manual process to monitor or copy any of the
material on the Platform or for any other unauthorized purpose without Beauty
Supply Institute’s prior written consent.

- Use of any device, software or routine that interferes
with the proper working of the Platform.

- Introducing any viruses, Trojan horses, worms, logic
bombs, or other material that is malicious or technologically harmful.

- Attempting to gain unauthorized access to, interfere with,
damage, or disrupt any parts of the Platform, the server on which the Platform
is stored, any server, computer, or database connected to the Platform.

- Attacking the Platform via a denial-of-service attack or a
distributed denial-of-service attack.

- Otherwise attempting to interfere with the proper working
of the Platform.

- Child sexual exploitation or abuse content.

- Sexually explicit content.

- Generation of hateful, harassing, or violent content.

- Abusive or fraudulent conduct.

- This includes but is not limited to:

- Promoting or facilitating the generation or distribution
of spam, fraudulent activities, scams, phishing, or malware;

- Compromising cybersecurity systems or gaining unauthorized
access to violate the integrity of any user, network, computer or
communications system, software application, or network or computing device;

- Violate any natural person’s rights, including privacy
rights as defined in applicable privacy law;

- Appropriating confidential or personal information;

- Impersonating a human by presenting results as
human-generated;

- Engaging in disinformation campaigns;

- Astroturfing, or the generation of fake grassroots support
or fake review information;

- Plagiarize or engage in other forms of academic
dishonesty.

- Illegal or highly regulated goods or services content, or
other activity that has a high risk of economic or physical harm. This includes
but is not limited to:

- Engaging in any illegal activity;

- Providing instructions on how to commit or facilitate any
type of crime;

- Gambling;

- Payday lending;

- Cryptomining practices;

- Automatic determinations of eligibility for credit,
employment, educational institutions, or public assistance services;

- Engaging in unauthorized practice of law or seeking
unreviewed legal advice;

- Engaging in unauthorized practice of medicine or seeking
unreviewed medical advice;

- Providing unauthorized financial advice;

- Law enforcement application or criminal justice decisions;

- Military or warfare application, weapons development;

- Management or operation of critical infrastructure in
energy, transportation, and water;

- Political campaigning or lobbying in violation of campaign
laws

EXHIBIT B ARTIFICIAL INTELLIGENCE ACCEPTABLE USE POLICY

- AI features of the Platform may not be used in any manner
contrary to the relevant laws, regulations, and industry standards, including,
but not limited to, data protection and privacy regulations (e.g., GDPR, CCPA);
financial industry guidelines (e.g., PCI DSS); as a part of automated decision
making process with legal or similarly significant effects; or in violation of
any intellectual property rights or geographical restriction.

- AI features may not be used to discriminate against any
person or groups on grounds of religion, race, sexual orientation, gender,
national/ethnic origin, political beliefs. disability, health status, trade
union membership, age, criminal convictions or engage in any biased,
intimidating, defamatory, harassing, bullying or otherwise inappropriate
behaviors.

- AI features may not be used for generating individualized
advice that in the ordinary course of business would be provided by a licensed
professional including but not limited to medical, financial, tax, or legal
advice. You must disclose to your customers when they are interacting with an
AI-based voice or chatbot.

- All assets created through the use of generative AI
systems must be professional and respectful. You may not use offensive or
abusive language and may not engage in any behavior that could be considered
discriminatory, harassing, or biased when applying generative techniques.

- You must take necessary steps to protect confidential and
sensitive information of your users and customers

- AI usage may not damage, disable, overburden, or impair
any websites or launches any automated system, including “robots,” “spiders,”
or “offline readers,” that sends more request messages to any servers in a
given period of time than a human can reasonably produce in the same period by
using a conventional browser.

- AI features may not be used to spread misinformation,
engage in malicious activities, or any other uses that could harm individuals
or society.

- AI features may not be used in any manner which is
prohibited by the Agreement or the Code of Conduct provided herein.