Baela Provider Agreement

1. Introduction; Parties; Incorporated Policies

This Provider Agreement (this "Agreement") is entered into between Baela LLC ("Baela," "we," "us," or "our") and the independent beauty or wellness professional or business that accepts this Agreement (the "Provider," "you," or "your"). This Agreement takes effect on the date you accept it electronically during onboarding (the "Effective Date").

Baela operates an online marketplace and software platform (the "Platform") that connects independent beauty and wellness professionals with members of the public who seek their services (each, a "Client"). Baela is a technology venue and software provider only. Baela does not perform, supervise, direct, or control beauty or wellness services, and is not a party to the service transaction between the Provider and any Client.

This Agreement incorporates by reference, and you also agree to, the Baela Terms of Service, Privacy Policy, and Cancellation Policy, each as updated from time to time. If there is a conflict between this Agreement and any of those documents with respect to the Provider's relationship with Baela, this Agreement controls. Capitalized terms not defined in this Agreement have the meanings given in the Terms of Service.

2. Independent-Contractor Relationship

The Provider is an independent contractor and an independent business. Nothing in this Agreement or in the Provider's use of the Platform creates an employment, agency, partnership, joint venture, or franchise relationship between the Provider and Baela. The Provider is not an employee, agent, representative, or partner of Baela for any purpose, and the Provider has no authority to bind Baela or to act on Baela's behalf.

The Provider acknowledges and agrees that:

• Baela does not control, direct, or supervise the Provider's services, including the means, methods, manner, details, products, techniques, or location of the Provider's work.
• Baela does not set the Provider's prices, schedule, hours, or availability, and does not assign work to the Provider.
• Baela does not require the Provider to work exclusively through the Platform, does not impose a non-compete, and does not restrict the Provider from offering services through any other channel, platform, or directly.
• The Provider is free to accept or decline any booking request (each, a "Booking") in the Provider's sole discretion.
• Baela does not provide the Provider with employee benefits of any kind, including health insurance, paid leave, retirement, unemployment, or workers' compensation, and the Provider is not eligible for any such benefits.
• Baela does not withhold or pay any taxes on the Provider's behalf, and the Provider is solely responsible for all taxes as described in Section 8.
• The Provider supplies its own tools, equipment, products, supplies, and service location, and bears its own business expenses, profit, and loss.
• Baela does not require the Provider to wear a uniform, does not impose mandatory schedules, and does not discipline the Provider as an employer.

The Platform may offer optional features, default settings, suggestions, and tools that the Provider is free to use, adjust, or ignore. The availability of such optional features does not constitute control by Baela over the Provider's business. Baela's interest is limited to operating a safe, lawful, and well-functioning Platform and to the quality standards reasonably necessary to do so. The parties intend that the Provider be classified as an independent contractor under all applicable laws, and each party will report this relationship consistently.

3. The Provider's Business and Autonomy

The Provider operates an independent business and retains full control over how that business is run. Without limitation, the Provider alone decides and controls:

• Services. Which beauty or wellness services the Provider offers, the service menu, and the scope, methods, techniques, and standards of those services.
• Prices. The prices the Provider charges for its services, including any minimums, packages, add-ons, and travel fees. Baela does not set, cap, or floor the Provider's prices.
• Availability. When the Provider works, the days and hours of availability, and whether to be available on the Platform at all at any given time.
• Products and equipment. The products, tools, supplies, and equipment the Provider uses.
• Location. Where the Provider performs services, including the Provider's own salon, studio, suite, booth, or rented chair, or mobile and in-home services at a Client location, as permitted by law.
• Acceptance. Whether to accept or decline any Booking, Client, or service request, subject to applicable anti-discrimination law.

The Provider is free to provide services through other platforms, channels, salons, or directly to clients, at the same time as using the Platform. Nothing in this Agreement limits the Provider's ability to operate or grow its own independent business.

4. Eligibility, Verification, and Background Checks

To use the Platform as a Provider, you must be at least 18 years old, be legally authorized to provide your services, and provide accurate registration information. Baela may verify your identity and eligibility, including through identity and "know your customer" (KYC) checks and third-party verification services.

You authorize Baela and its service providers to obtain and use information to verify your identity and to conduct a background check through a third-party consumer reporting agency, to the extent permitted by applicable law. Background checks may be obtained at onboarding and periodically thereafter, consistent with applicable law and Baela's policies.

FCRA standalone disclosure. Where a background check is a consumer report under the federal Fair Credit Reporting Act (FCRA) or similar state law, the legally required disclosure and your authorization are provided to you in a separate, standalone document at the time of your background check, as required by law. That standalone disclosure and authorization governs the background-check process. Your acceptance of this Agreement does not constitute, replace, or substitute for that standalone FCRA disclosure and authorization.

Baela does not guarantee the accuracy or completeness of any verification or background check. Verification and background checks are screening tools and are not a guarantee of any Provider's identity, character, qualifications, safety, or fitness.

5. Licensing, Insurance, and Legal Compliance

The Provider represents and warrants that it holds, and will maintain in good standing, all licenses, registrations, certifications, permits, and insurance required by applicable law for the services it offers and for the jurisdictions in which it operates. The Provider is solely responsible for determining, obtaining, and maintaining all credentials its business requires.

The Provider acknowledges that licensing and credentialing requirements vary by service type and jurisdiction, and that some services (for example, certain natural-hair braiding services) are exempt from licensing in some jurisdictions. Baela does not require credentials that the law does not require for a given service and jurisdiction, and Baela makes no representation that any Provider is licensed or certified beyond what that Provider has represented and the law requires.

In addition, the Provider will obtain and maintain general and professional liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate, covering the services it provides, issued by an insurer authorized in the Provider's state. The Provider will provide a certificate of insurance before accepting its first Booking and on each renewal or material change in coverage. This requirement applies to all Providers.

The Provider will comply with all laws, rules, regulations, and professional and sanitation standards applicable to its services, including health, safety, licensing, consumer-protection, and anti-discrimination laws.

6. Listings, Bookings, and Services

The Provider may create and manage one or more listings on the Platform describing its services, prices, availability, and service location and modes (including services at the Provider's own location, mobile, or in-home). The Provider is responsible for the accuracy, lawfulness, and completeness of its listings and for keeping them current.

When a Client requests a Booking, the Provider may accept or decline it. A confirmed Booking is a service agreement between the Provider and the Client. Baela is not a party to that service agreement. The Provider is solely responsible for performing the services, for the quality and outcome of the services, and for compliance with the Cancellation Policy and any rescheduling, no-show, or refund terms that apply to the Booking.

The Provider will perform services professionally, competently, lawfully, and in a manner consistent with its representations to the Client. The Provider is solely responsible for the safety, sanitation, and suitability of its service location and methods.

7. Fees, Commission, Payments, and Payouts

In consideration for access to and use of the Platform, the Provider agrees to the following fees and payment terms.

7.1 Commission

Baela charges a commission of 15% of the service amount for each Booking transacted through the Platform (the "Commission"). Providers in Baela's founding cohort — the first 100 Providers to onboard — are charged a reduced Commission of 10%, which remains locked for the life of their account and is not subject to later increases. The Provider keeps 100% of any tips. Baela may change the Commission or introduce other fees on prospective notice as permitted by Section 19 and the Terms of Service, except that the founding-cohort rate for enrolled Providers remains locked.

7.2 Payment Processing

Payments are processed through Stripe and other third-party payment processors. The Provider must maintain a connected payment account in good standing and agrees to the processor's terms. The Client's payment method is typically authorized at the time of Booking and captured after the service is completed, consistent with the Cancellation Policy.

7.3 Payouts

After the Commission and any applicable fees, refunds, or adjustments, the Provider's net proceeds are paid out to the Provider's connected account. The Provider may choose, where available, a same-day or instant payout, which is subject to a fee of approximately 1.5% of the payout amount, or a standard payout that settles within one to two business days at no additional fee.

7.4 Holds, Reserves, Reversals, and Clawbacks

To the extent permitted by law and the payment processor's terms, Baela may place holds or reserves on payouts and may apply reversals, offsets, deductions, and clawbacks against amounts owed to or held for the Provider in connection with fraud, chargebacks, disputes, refunds, errors, or violations of this Agreement or the Platform policies. The Provider authorizes these adjustments and agrees to promptly repay any negative balance.

8. Taxes

The Provider is solely responsible for determining, reporting, collecting (where applicable), and paying all federal, state, and local taxes arising from its services and earnings, including income, self-employment, and any applicable sales taxes. Baela does not withhold taxes and does not pay any employer-side taxes for the Provider.

The Provider will provide a completed IRS Form W-9 (or other applicable tax form) and accurate taxpayer information when requested. Baela, Stripe, or another payment processor may issue an IRS Form 1099 or other applicable information return to the Provider and to tax authorities as required by law. The Provider is responsible for keeping its tax information current.

9. Provider Content and Intellectual Property License

The Provider may upload or create content on the Platform, including photos, videos, "Stories" or reels, profile and listing text, and responses to reviews (collectively, "Provider Content"). The Provider retains all ownership of its Provider Content. Baela does not claim ownership of Provider Content.

The Provider grants Baela a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, display, distribute, format, edit, crop, adapt, and create derivative versions of the Provider Content, and to add Baela's names, marks, and branding, for both: (a) operating the Platform and promoting the Provider's own listing and services, including in search results, recommendations, and Platform features; and (b) Baela's own marketing and advertising of the Platform, across any channel or medium now known or later developed, including Baela's website and email, Baela's own social-media accounts (for example, Instagram and TikTok), and paid advertising. The Provider acknowledges that Provider Content it uploads may therefore be reformatted, branded, and used in Baela's general marketing, and not only on the Provider's own listing. To the extent permitted by applicable law, the Provider waives any moral rights and rights of attribution in the Provider Content as used under this license.

People shown in the content. Provider Content such as before-and-after photos often shows identifiable people. The Provider represents and warrants that, for every individual whose face, body, likeness, or voice appears in any Provider Content, the Provider has obtained all consents and releases necessary, including any publicity, privacy, and likeness releases, sufficient to permit every use granted to Baela in this Section, including Baela's marketing and advertising use, and that those rights are passed through to Baela. The Provider will provide evidence of any such consent or release on Baela's reasonable request, and will not upload content depicting any person who has not given that consent.

The Provider may remove Provider Content or close its account at any time, and Baela's license for operating the Platform and the Provider's listing ends on removal. However, Baela cannot recall or withdraw Provider Content already incorporated into Baela marketing or advertising that was published or distributed before removal, and the Provider acknowledges that such already-published marketing materials, together with reasonable backup copies, may persist after removal; any analytics or de-identified data derived from the content may also persist. The Provider represents that it has all rights necessary to grant this license and that its Provider Content does not infringe or violate the rights of any third party.

10. Client Relationships and Anti-Circumvention

The Provider's clients and client relationships belong to the Provider. This Agreement does not assign, transfer, or grant Baela any ownership of, or rights in, the Provider's clients or client relationships. Baela does not impose any non-compete, and does not restrict the Provider from communicating with, marketing to, soliciting, retaining, or serving the Provider's own clients through any channel. The Provider may stop using the Platform at any time and take its client relationships with it.

Anti-circumvention. While the Provider uses the Platform, any Booking that is made through, or that arises from a Client first introduced to the Provider through, the Platform must be transacted and paid through the Platform. The Provider agrees not to take such Platform-introduced Bookings off-platform, or to direct or arrange payment outside the Platform, for the purpose of avoiding the Commission or Platform fees. This anti-circumvention obligation applies only to avoidance of Platform fees on Platform-introduced Bookings. It is not a non-compete, does not restrict the Provider's ownership of its client relationships, and does not limit the Provider's independent business with its own clients obtained outside the Platform.

11. Conduct, Safety, and Platform Policies

The Provider agrees to comply with the Platform's conduct and safety policies, including the Terms of Service and any community or trust-and-safety guidelines. Baela maintains zero tolerance for harassment, sexual misconduct, discrimination, threats, violence, illegal activity, and fraud. The Provider will perform services professionally, lawfully, and respectfully, and will cooperate in good faith with reasonable safety, trust, and fraud investigations.

Safety tools. The Platform may offer optional safety tools, which may include live location sharing and a one-tap SOS feature that contacts emergency services (911) through a third-party emergency-response integration. These are tools to assist the Provider and are not guarantees of safety. They are not a security, monitoring, escort, or rescue service, and Baela does not provide emergency, medical, or law-enforcement response. Emergency response, if any, is provided by third parties and public authorities, not by Baela. The Provider is responsible for its own safety and for using good judgment, and should contact 911 or local authorities directly in an emergency.

12. Representations and Warranties

The Provider represents and warrants that:

• it has the full right, power, and authority to enter into and perform this Agreement;
• it is an independent business operating on its own account;
• it holds and will maintain all licenses, registrations, permits, and insurance required by applicable law for its services and jurisdictions, and any insurance required under Section 5;
• all information it provides to Baela and to Clients is accurate, current, and complete;
• it will perform its services competently, professionally, and in compliance with all applicable laws and professional standards; and
• it owns or has the necessary rights to all Provider Content, and has obtained all consents and releases required for any person depicted, sufficient for the uses licensed to Baela under Section 9, including Baela's marketing use; and
• its registration for and use of the Platform, and its provision of services and bringing of clients through the Platform, do not and will not breach or conflict with any agreement with a third party, including any non-competition, non-solicitation, non-circumvention, or exclusivity obligation owed to any other platform, employer, or business, and it will not bring onto, or solicit through, the Platform any client in violation of any such obligation.

13. Confidentiality

In connection with the Platform, the Provider may receive non-public information of Baela, including pricing logic, product features, Client data, and other business or technical information that is marked or reasonably understood to be confidential ("Confidential Information"). The Provider will use Confidential Information only to use the Platform and perform under this Agreement, will protect it with reasonable care, and will not disclose it except as required by law. Confidential Information does not include information that is or becomes public through no fault of the Provider, that the Provider already lawfully possessed, or that the Provider independently develops. The Provider will handle all Client personal information in accordance with the Privacy Policy and applicable law. Where Baela receives Provider Confidential Information, it will protect it on equivalent terms.

14. Term and Termination

This Agreement begins on the Effective Date and continues until terminated. Either party may terminate this Agreement, or the Provider may stop using the Platform, at any time, for convenience or for cause, consistent with Baela's no-lock-in approach. Baela may also suspend or restrict the Provider's access immediately where reasonably necessary to address a violation of this Agreement or the Platform policies, fraud, legal risk, or a risk to the safety of Clients, Providers, or the public.

On termination, the Provider's right to use the Platform ends. The Provider will, at its election and consistent with the Cancellation Policy, either complete any pending or confirmed Bookings or arrange appropriate cancellation and refund of any affected Bookings. Termination does not relieve either party of obligations accrued before termination, including payment, Commission, refund, clawback, and indemnification obligations. The following provisions survive termination: Sections 7 (as to accrued amounts), 8, 9 (as to the retained-copy and survival terms), 10 (anti-circumvention only while using the Platform; ownership terms generally), 12, 13, and 15 through 19, together with any other provision that by its nature should survive.

15. Indemnification

The Provider will defend, indemnify, and hold harmless Baela and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Provider's services, products, methods, or service location; (b) the Provider's Provider Content; (c) the Provider's conduct, acts, or omissions; (d) the Provider's breach of this Agreement, the incorporated policies, or applicable law; (e) the Provider's failure to hold or maintain required licenses, permits, or insurance; (f) any tax, employment, or misclassification claim asserted by or on behalf of the Provider arising from the Provider's own characterization or conduct; or (g) the Provider's breach of, or any third-party claim arising from, any agreement between the Provider and a third party, including another platform's terms. Baela will provide reasonable notice of any claim subject to indemnification.

16. Disclaimers and Limitation of Liability

The Platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Baela disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Baela does not guarantee any volume of Bookings, earnings, Client behavior, or business results, and does not warrant that the Platform will be uninterrupted or error-free. Baela is not responsible for the acts or omissions of Clients or other third parties.

To the fullest extent permitted by law, Baela and its affiliates will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to this Agreement or the Platform. To the fullest extent permitted by law, Baela's total aggregate liability arising out of or relating to this Agreement or the Platform will not exceed the total Commission amounts actually paid by the Provider to Baela in the six (6) months immediately preceding the event giving rise to the claim. These limitations apply even if a remedy fails of its essential purpose, and some jurisdictions do not allow certain exclusions, so portions may not apply to the Provider.

17. Dispute Resolution; Binding Arbitration; Class-Action Waiver

This Section mirrors the dispute-resolution terms of the Terms of Service. The Federal Arbitration Act (FAA) governs the interpretation and enforcement of this Section.

17.1 Informal Resolution First

Before starting an arbitration, the parties will try in good faith to resolve any dispute informally by written notice to the other party (to Baela at the address in Section 19) describing the dispute and the relief sought, and will allow at least 30 days to resolve it.

17.2 Binding Individual Arbitration

If the dispute is not resolved informally, it will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its then-current Consumer Arbitration Rules, rather than in court, except as provided below. Judgment on the award may be entered in any court of competent jurisdiction.

17.3 Class-Action and Jury Waiver

The parties waive any right to a jury trial and agree that disputes will be brought only in an individual capacity and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding.

17.4 30-Day Opt-Out

The Provider may opt out of this arbitration agreement by sending written notice to Baela at the address in Section 19 within 30 days after first accepting this Agreement. A valid opt-out does not affect any other part of this Agreement.

17.5 Small-Claims Carve-Out

Either party may bring an individual claim in small-claims court if it qualifies and remains in that court. Either party may also seek injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.

18. Governing Law and Venue

This Agreement is governed by the laws of the State of Minnesota, without regard to its conflict-of-laws rules, except that the FAA governs Section 17. Subject to Section 17, any dispute not subject to arbitration will be brought exclusively in the state or federal courts located in Hennepin County, Minnesota, and the parties consent to that jurisdiction and venue.

19. General Provisions

Entire agreement; incorporation. This Agreement, together with the incorporated Terms of Service, Privacy Policy, and Cancellation Policy, is the entire agreement between the parties regarding the Provider relationship and supersedes prior understandings on that subject. With respect to the Provider relationship, this Agreement controls over any conflict with the incorporated policies.

Amendment; notice of changes. Baela may update this Agreement from time to time and will provide notice of material changes as required by law or the Terms of Service. Continued use of the Platform after the changes take effect constitutes acceptance. Changes do not apply retroactively to accrued rights.

Assignment. Baela may assign this Agreement, in whole or in part, including to an affiliate or in connection with a merger, acquisition, or sale of assets. The Provider may not assign or transfer this Agreement without Baela's prior written consent. Any prohibited assignment is void.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in effect.

No waiver. A party's failure to enforce any provision is not a waiver of its right to do so later.

Force majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, except for payment obligations.

Relationship. The parties restate that the Provider is an independent contractor and independent business, and that this Agreement does not create an employment, agency, partnership, or joint-venture relationship.

Notices. Notices to the Provider may be sent to the contact information in the Provider's account. Notices to Baela must be sent to legal@baela.app.

20. Electronic Signature and Acknowledgment

The Provider consents to transact electronically and to the use of electronic records and electronic signatures under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA). By accepting this Agreement electronically, the Provider agrees that its electronic acceptance has the same legal effect as a handwritten signature.

The Provider acknowledges that it has read, understood, and agrees to this Agreement and the incorporated policies, and that it has had the opportunity to seek independent advice. The Provider may access and retain a copy of this Agreement, which Baela makes available within the Provider's account and on request.

The Provider further acknowledges that the FCRA background-check disclosure and authorization are provided separately, and that accepting this Agreement does not replace that standalone document.

Acceptance is captured electronically during onboarding. Baela records, for each accepting Provider:

• Provider name (individual)
• Provider business / legal entity name
• Provider electronic signature (recorded electronically)
• Date and time of acceptance (recorded electronically)
• Counterparty: Baela LLC