POP’N TERMS OF AGREEMENT

TERMS OF USE

POP’N, LLC (“we”, “our” or “us”) operates the POP’N, LLC internet accessible website and related mobile application/website, including all information, documents, communications, files, text, graphics and software available therein (the “Platform”), that helps users (“Users”) discover, engage with and book on-demand and in home or on-location beauty services provided and operated by service professionals such as stylists, beauticians, estheticians, etc. (“Professionals”). All services offered through the Platform, whether to Users or Professionals, will be referred to as the "Services."

This Terms of Use Agreement (“Agreement”) includes our policy for acceptable use of the Services and governs your rights, obligations, and restrictions regarding your use of the Services. You are only authorized to use the Services if you agree to abide by all applicable laws and this Agreement. By using the Services, you agree to be bound by this Agreement. The Company's Privacy Policy located at popnapp.com, as well as any community guidelines or dispute resolution procedures that the Company may provide or make available, are all considered part of these Terms of Service and are incorporated by reference into these Terms of Service in their entirety. Any reference to these Terms of Service shall include and mean a reference to all such incorporated policies, guidelines, programs, schedules and processes. In the event of a conflict between these Terms of Service and any other terms posted on the Website, the terms of these Terms of Service shall govern, and in the event of a conflict between these Terms of Service and the End User License Agreement in mobile applications (the "EULA"), the terms of the EULA shall govern.

In order to participate in certain Services, you may be notified that you are required to agree to additional terms and conditions and such additional terms are hereby incorporated into this Agreement by this reference, but such additional terms and conditions shall control solely for the applicable Service. We may modify this Agreement from time to time and such modification shall be effective upon posting on the Services. You will be deemed to have agreed to any such modifications by your further use of the Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. If you do not agree with the modifications, please discontinue use of the Services immediately.

Your use of the Services is also subject to any additional terms, conditions, and policies that we separately post on the Services or provide to you, and any agreements that you have separately executed with POP’N (“Supplemental Terms”), including without limitation our COVID-19 Safety Policy. All Supplemental Terms are incorporated by reference into this Agreement. Additionally, for the avoidance of doubt, if you are a service provider who has executed a Membership Services Agreement (“Member Agreement”), the terms of that Member Agreement will control and supersede this Agreement with respect to the subject matter of such Member Agreement. To the extent there is any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement.

These Terms of Use (“Agreement”) set forth the legally binding terms for your use of the Services. By accessing or using the Services, you are accepting this Agreement (on behalf of yourself or the entity that you represent) and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement (on behalf of yourself or the entity that you represent). You may not accept this Agreement or access or use the Services if you are not at least 18 years old. You may use the Services on behalf of individuals under 18 only if you are the parent or legal guardian of such individuals. If you do not agree with all of the provisions of this Agreement, do not access and/or use the Service

THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRES BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL, NON-CLASS BASIS TO RESOLVE MOST DISPUTES BETWEEN US. PLEASE NOTE THAT THE SERVICES ARE INTENDED TO BE USED TO FACILITATE THE CONNECTION OF SERVICE PROVIDERS AND CLIENTS FOR THE PURPOSES OF ARRANGING IN-HOME BEAUTY SERVICES WITH EACH OTHER THROUGH THE SERVICES, BUT YOU AGREE THAT POP’N HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY APPOINTMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. GLAMSQUAD CANNOT AND DOES NOT CONTROL THE INFORMATION OR CONTENT CONTAINED IN ANY LISTINGS (OTHER THAN THE ARRANGEMENT AND DISPLAY OF SUCH CONTENT) OR THE CONDITION, LEGALITY, SAFETY, OR SUITABILITY OF ANY APPOINTMENTS OR ACCOMMODATIONS. POP’N IS NOT RESPONSIBLE FOR, AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL APPOINTMENTS AND ACCOMMODATIONS. ACCORDINGLY, ANY APPOINTMENTS WILL BE MADE OR ACCEPTED AT A USER’S OWN RISK, AND, AMONG OTHER THINGS, CLIENTS MUST SATISFY THEMSELVES WITH ANY SERVICE PROVIDER AND THEIR SERVICE PROVIDER’S CREDENTIALS, AND SERVICE PROVIDERS MUST SATISFY THEMSELVES WITH CLIENTS AND THE CLIENTS’S ACCOMMODATIONS. USERS SHOULD NOT COMPLETE, AND SHOULD IMMEDIATELY CANCEL, APPOINTMENTS IF THEY FEEL UNSAFE OR UNCOMFORTABLE WITH ANY CONDITIONS RELATING TO THE APPOINTMENT IN ANY WAY. YOU ACKNOWLEDGE AND AGREE THAT YOUR ABILITY TO OBTAIN IN-HOME BEAUTY SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH POP’N AS A PROVIDER OF BEAUTY SERVICES.

POP’N SERVICES

POP’N is a platform that connects salons, merchants, stylists and professionals (collectively or individually, "Professionals") providing hair, beauty and other health and wellness services ("Styling Services") with clients seeking such services ("Clients" or "you"). The Professionals and Clients are both users of the Services provided by POP’N and are hereinafter referred to collectively as "Users."

POP’N solely provides a platform for Professionals and Clients to connect and serves only as a medium to facilitate the provision of Styling Services. POP’N does not provide or contract for Styling Services, and Professionals and Clients contract independently for the provision of Styling Services. Each Client is solely responsible for selecting the Professional, the Styling Services to be provided and the location at which Styling Services will be performed, whether on the premises of a Professional or at a site designated by the Client. Any decision by a Client to receive Styling Services or by a Professional to provide Styling Services is a decision made in such person's sole discretion and at their own risk. All Users understand and acknowledge that (i) the Company does not conduct background checks on Clients and (ii) any provision of Services in a private location inherently increases the risks involved for both Clients and Professionals.

POP’N does not have control over the quality, suitability, reliability, timing, durability, legality, failure to provide, or any other aspect whatsoever of any Styling Services provided by Professionals nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Professionals or Clients. POP’N makes no representations or warranties whatsoever with respect to Styling Services offered or provided by Professionals or requested by Clients through use of the Services, whether in public, private, or offline interactions, or about the accreditation, registration or licensing of any Professional. You understand that POP’N does not routinely screen its Users, inquire into the background of its Users or attempt to verify information provided by any User. POP’N does not verify or confirm that any User is who they claim to be or is accurately representing themselves and does not verify or confirm any representations with respect to Styling Services on the Services. POP’N does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Services. Notwithstanding the foregoing, POP’N may, but is not obligated to, check the background and experience of Professionals via third-party background check services and first party interviews, including but not limited to a verification of identity and a comprehensive criminal background check, and may terminate a Professional based on any information discovered during such background checks and first party interviews. Whether or not POP’N conducts a background check or first party interview on a Professional, each Client must decide whether a Professional is suited to such Client's needs and should exercise caution and common sense to protect their personal safety and property, just as they would when interacting with anyone you don't know.

NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES AND YOU HEREBY RELEASE THE COMPANY AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES.

Although the Services are intended to provide a Professional's availability in real-time, it is possible that a scheduling conflict may occur that requires the Professional to reschedule your reservation. Creation of a reservation using the Services is not a guarantee that the Professional will honor the reservation as scheduled. POP’N cannot guarantee availability of the Services to any User.

POP’N does not independently confirm that Professionals are licensed to perform the Styling Services offered by them on our Website. However, when Professionals create accounts with POP’N, Professionals certify to POP’N that they are a licensed professional, or if the Professional is a salon, merchant or other business entity, all of such Professional's employees, independent contractors or agents who are providing Styling Services each are a licensed professional, that they are legally able to provide the Styling Services they offer to Clients on our Website, and that their business information is correctly represented on POP’N. Annual reminders are sent to Professionals for licensing renewal’s via POP’N communications. POP’N reserves the right to remove or hide any incorrect, out of date, or illegal information from profiles, as well as remove or hide the entire profile itself at any time.

ACCOUNTS

Account Registration

In order to utilize the Services, you will be required to register an account (an “Account”). By creating an account with POP’N (an "Account"), you are granted a right to use the Services provided by POP’N subject to the restrictions set forth in these Terms of Service and any other restrictions stipulated to you by us in writing. Our registration process will ask you for information including your name and other personal information, and in registering for an Account, you agree to provide true, accurate, current and complete information about yourself as prompted by the Services' registration process and as requested from time to time by POP’N (such information, "Registration Data"). This information will be held and used in accordance with our Privacy Policy at popnapp.com. You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Services, or otherwise advise us promptly in writing of any changes or updates to your Registration Data. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Services. We reserve the right to suspend or terminate the Account of any User who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

Registration ID

Once you register for the Services, you shall receive a unique user identification and password in connection with your Account (collectively referred to herein as "Account IDs"). You must use your true and accurate name when signing up for an Account. You are required to select an appropriate and non-offensive Account ID. Ideally, the Account ID you choose will be a reasonably descriptive name that clearly identifies you. We reserve the right to remove or reclaim any Account ID if we believe, in our sole discretion, the Account ID is inappropriate, offensive or confusing or potentially violates the rights of a third party (such as when a trademark owner provides notice that an Account ID is similar to the trademark and the Account ID does not closely relate to the User's actual name or trademark rights).

Your Account

You agree to maintain your Account solely for your own use. You agree that you will not allow another person to use your Account IDs to access or use the Services under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your Account IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your Account IDs, your disclosure of your Account IDs, or your authorization to allow another person to access or use the Services using your Account IDs. Furthermore, you are solely and entirely responsible for any and all activities that occur under your Account including any charges incurred relating to the Services. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Services cannot be guaranteed.

Termination of Accounts

POP’N reserves the right, in its sole discretion, to terminate your Account if you violate these Terms of Service or for any reason or no reason at any time. We may also suspend your access to the Services and your Account (including the funds in your Account) if you (a) have violated the terms of these Terms of Service, any other agreement you have with POP’N, including without limitation the EULA, or POP’N policies, (b) pose an unacceptable credit or fraud risk to us, (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct, or (d) for any other reason in POP’N’s sole discretion. You may terminate these Terms of Service and/or the EULA by terminating your Account at any time. Upon closure of an Account, any pending transactions will be cancelled.

Termination Effects

If your Account is terminated or suspended for any reason or no reason, you agree: (a) to continue to be bound by these Terms of Service, (b) to immediately stop using the Services, (c) that any licenses granted to you under these Terms of Service shall end, (d) that we reserve the right (but have no obligation) to hide or delete all of your information and account data stored on our servers, and (e) that POP’N shall not be liable to you or any third party for termination or suspension of access to the Services or for deletion or hiding of your information or account data. You agree that POP’N may retain and use your information and account data as needed to comply with investigations and applicable law.

We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or in connection with any termination or suspension of the Services. Any termination of these Terms of Service does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in these Terms of Service. POP’N is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by any User that are deceptive, fraudulent or otherwise invalid as determined in POP’N’s sole discretion (“Fraudulent Actions"). By using the Services, you hereby release POP’N from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify POP’N of any Fraudulent Actions which may affect the Services. POP’N reserves the right, in its sole discretion, to terminate the account of any User that engages in, or enables any other User to engage in, Fraudulent Actions.

PAYMENT PROCESSING

The Services allow Clients to pay and Professionals to accept payments for POP’N Services, including Card-based payments initiated with Cards bearing the trademarks of MasterCard International Inc. and Visa Inc. (collectively, the "Networks") through a payment service provider retained by the Company (the "PSP"). We are not a bank and we do not offer banking services as defined by the United States Department of Treasury. POP’N facilitates the processing of payments Professionals receive from Clients. This means that we collect, analyze and relay information generated in connection with these payments. POP’N may remove or add Cards that we accept at any time without prior notice. We will generally only process Cards that receive an authorization from the applicable Network and Card issuer.

Authorization of Payments

You authorize POP’N to process payments in accordance with the Services, using the payment information you have supplied. Users of the Service will be required to provide their credit card or bank account details to Company and the PSP. Within 24 hours after you receive confirmation through the Service or via email that a Styling Service has been completed, you agree to authorize the Company to provide your payment details to the PSP for processing of payments, out of pocket expenses owed to a Professional, any tip or gratuity, if applicable, and the service fees and/or booking fees owed to Company for the use of the Service. You may be charged a cancellation fee through the PSP if you book a Styling Service but cancel it before it is completed.

Unauthorized Payments/Illegal Use

POP’N may decide not to authorize or settle any transaction that you submit to us if we believe in our sole discretion that the transaction is in violation of these Terms of Service or any other POP’N agreement, or that it exposes Professionals, other POP’N Users, the PSP or POP’N to any harm. Harm includes fraud and other criminal acts as determined by POP’N in our sole discretion. If we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, and any of your transactions with law enforcement

Rates & Tips

Based on information provided during the application process, each of our Professionals will set their own prices for each service provided. We set the minimum rates for each category of Professionals. These rates are determined in our sole discretion and are subject to change with notice. In addition to those fees, we also charge additional fees such as booking fees as described in more detail below. Unless otherwise stated, such fees do not include taxes or duties of any kind, and all taxes and duties are the responsibility of the User or Professional, as applicable.

Cash tips are not permitted. Any tipping by Users to Professionals is to occur solely through the Platform. For the sake of clarity, any booking fees or other fees that we charge as a percentage of orders are not charged on tips (but third-party payment processing fees may be).

Fees

By creating an Account with POP’N, you will be added to the network of Professionals made available to Users through the Platform. When Users submit a request for services from Professionals that meet your characteristics (e.g., experience level, expertise), you will receive a notification and will have the ability to accept the applicable appointment on a first-come, first-served basis.

You agree to pay the applicable fees listed on our Fee Schedule available at popnapp.com for use of the Services ("Fees"). Subject to the terms of these Terms of Service, we reserve the right to change our Fees immediately upon notice. You must agree to the change in Fees to continue to use the Services. To withdraw your consent, you will need to close your Account. All balances and all Fees, charges, and payments collected or paid through the Services are denominated in US dollars.

You agree that you will always maintain accurate and current electronic payment information within the Platform and authorize us to make any payments or adjustments as due or necessary, including without limitation processing payment of the service fee and any cancellation fee payable to us.

Once a User makes a booking of your services through the Platform, you may not alter the price upon which the booking was based unless you agree, in your discretion, to provide services over and above the initial request for a higher fee.

Third Party Payment Service Providers

Users will be required to provide their credit card or bank account details to the Company and the PSP. As a condition of POP’N enabling payment processing services through the PSP, you agree to provide POP’N accurate and complete information about you and/or your business, and you authorize POP’N to share it and transaction information related to your use of the PSP services.

Users may be required to register with the PSP, agree to a PSP Account Agreement and the Terms of Service of the PSP and go through a vetting process at the request of the PSP to set up their account with the PSP. The PSP Account Agreement and Terms of Service retained by the Company are available at (collectively, the "PSP Agreement"), which may be modified by the PSP from time to time. By accepting these Terms of Use, each User agrees that they have downloaded or printed, and reviewed and agreed to the PSP Agreement. Please note that the POP’N (“Company”) is not a party to the PSP Agreement and that you, the PSP and any other parties listed in the PSP Agreement are the parties to the PSP Agreement and that the Company has no obligations or liability to any User under the PSP Agreement. Company reserves the right, in its sole discretion (but not the obligation), to (i) place on hold any payment and out of pocket expenses, or (ii) refund, provide credits or arrange for the PSP to do so.

Cancellations/Refunds

If you cancel or don't show up for an appointment, your credit card may still be charged in accordance with the cancellation policy of the Professional posted on such Professional's POP’N page at the time of your booking, at the Professional's discretion. POP’N facilitates the payment transaction per these Terms between you and each Professional. POP’N is not responsible for mediating any resulting disputes. POP’N has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by POP’N. This will be at POP’N sole discretion. Users can only reschedule if there is an

Supplemental COVID-19 Cancellation Policy.

In addition to the cancellation rights set forth in the POP’N cancellation policy http://popnapp.com/, the client or professional must cancel an appointment through the website, if you or anyone within your household have a cough, fever or other symptoms of COVID-19, if you or anyone within your household have tested positive for COVID-19, or if you or anyone within your household generally feel unwell. Client or professional may cancel at least an hour before the start time of your appointment without any penalty. POP’N reserves the right to revise or update this supplemental cancellation policy at any time, including to cover other pandemics or illnesses.

Both clients and service providers should also be aware that the other party to an appointment is required to cancel the appointment in accordance with this Supplemental COVID-19 Cancellation Policy and may do so at any time. POP’N cannot guarantee replacements for such cancellations and does not take any responsibility or liability for, or in connection with, any cancelled appointments or any results thereof.

CONDUCT/FRAUDULENT ACTIONS

You agree to use the Services only for proper and lawful purposes. Specific prohibited activities include, but are not limited to:

  • Criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, theft of trade secrets, and abusive, threatening, obscene, defamatory or libelous conduct
  • Attempting to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein
  • Using any software that intercepts, mines, or otherwise collects information about other users or copies and stores any Proprietary Materials (as defined below)
  • Attempting to impersonate another user or person
  • Soliciting personal information from anyone under 18
  • Collecting, harvesting, soliciting or posting passwords or personally identifiable information from other users
  • Using the account, username, or password of another accountholder at any time or disclosing your password to any third party or permitting any third party to access your Account
  • Using any information obtained from the Services in order to harass, abuse, or harm another person
  • Using the Services in a manner inconsistent with any and all applicable laws and regulations

Any conduct by you in violation of the foregoing prohibitions may result in the suspension or termination of your Account and your access to the Services.

RELATIONSHIP BETWEEN US AND OUR USERS/PROFESSIONALS

Our Services are limited to hosting and making available the Platform which provides information about Professionals and facilitates relationships between Users and Professionals. We do not provide any professional services, nor do we monitor or control the activities, services, or pricing of the Professionals listed on the Platform, as such individuals are not our employees. We make no representations regarding, and are not liable or responsible for, the accuracy, completeness, timeliness, reliability or availability of, any of the content or information uploaded, displayed, or distributed on the Platform, or products or services made available thereon. If you are a Professional and you choose to offer your services to our Users, or you are a User and choose to book the services of a Professional, you do so at your own risk. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the products, services or information, opinion or advice ordered or received from Professionals are solely between the User and such Professional. We do not endorse, sponsor or recommend any Professional on the Platform. Without limiting the foregoing, we make no representations or warranties regarding the services of any Professional on the Platform, including with respect to the quality of their services, the reasonableness of their rates, that they will be available for any scheduled times or that they are properly licensed or permitted. Users are solely responsible for determining the suitability of any Professional they may find through the Platform. We will not be a party to or in any way be responsible for monitoring any transaction between Users and Professionals.

As described in more detail in the section below, any dispute between a User and a Professional relating in any way to the services provided by the Professional to the User shall be settled solely between the User and Professional.

GUARANTEES

POP’N makes no representations, warranties or guarantees that if you join the Platform as a Professional you will successfully book any appointments or earn any level of fees.

HIPAA NOTICE

You should not share any protected health information with service providers via the Services. The Services are not intended to be used to communicate protected health information, and it is not intended to be compliant with the Health Insurance Portability and Accountability Act (HIPAA). The term "protected health information" means any information that relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual. If you do share any protected health information, you do so at your own risk.

PRIVACY

Our collection of data and information via the Services from Users and others is subject to our Privacy Policy which is available at popnapp.com and is incorporated herein (the "Privacy Policy"). You understand that through your use of the Services that you consent to the collection and use (as set forth in the Privacy Policy) of such data and information.