Provider Agreement

This Provider Agreement (this “Agreement”) is entered into and effective as of 26 September 2025 (the “Effective Date”) by and between Vishmo, a U.S.-based marketplace platform (the “Platform,” “Vishmo,” “we,” “us,” or “our”), and the individual or business entity that registers to offer services through the Platform (the “Provider,” “you,” or “your”).

This Agreement governs your access to and use of the Platform as a Provider and sets forth the terms and conditions under which you may offer, market, schedule, and perform beauty and wellness services for end users who request or book services through the Platform (each, a “Customer”).

The Platform is a technology marketplace that connects Customers with independent service providers. The Platform does not itself provide beauty or wellness services and is not a salon, spa, clinic, staffing agency, employer, or professional services firm. The Provider is an independent business that offers services to Customers and is solely responsible for the services the Provider performs.

By creating an account, registering as a Provider, clicking “I agree” (or similar), or otherwise accessing or using the Platform as a Provider, you acknowledge that you have read, understand, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity to this Agreement, and references to “Provider,” “you,” and “your” include that entity.

This Agreement may incorporate additional terms, policies, and guidelines referenced within it, including updates posted within the Platform or otherwise provided to you. Continued use of the Platform after such updates constitutes acceptance of the updated terms to the extent permitted by Applicable Law.

Notice Regarding Electronic Records and Signatures. You agree that this Agreement and any related disclosures, notices, consents, authorizations, and records may be provided and executed electronically, and that electronic acceptance and electronic signatures are intended to be legally binding.

Article 1. Introduction and Relationship of the Parties

1.1 Marketplace Role and Limitations

The Platform provides a technology marketplace that enables service discovery, scheduling, communications, and payment facilitation between Customers and Providers. The Platform does not perform, supervise, direct, or deliver beauty or wellness services. The Platform is not responsible for the outcome, quality, timing, legality, licensing sufficiency, sanitation obligations, or customer satisfaction related to services performed by a Provider.

1.2 Independent Contractor Relationship

The Provider enters this Agreement solely as an independent contractor and as an independently operated business. This Agreement does not create an employment relationship, agency relationship, franchise relationship, partnership, or joint venture between the Provider and the Platform. The Provider retains full discretion and control over the manner, method, and professional judgment used in performing services booked through the marketplace.

1.3 Provider Autonomy and Business Operations

The Provider decides when to make themselves available on the Platform, which bookings to accept, how to perform services, what tools and materials to use, where licensing permits services to be rendered, and whether to maintain clientele or business operations outside the Platform. The Provider may offer services on competing platforms, maintain independent customers, advertise their own business, employ personnel, or engage subcontractors where permitted by Applicable Law.

1.4 Allocation of Business Risk

The Provider assumes sole responsibility for economic risk and business expenses, including equipment, materials, labor, insurance, licensing, certifications, sanitation compliance, taxes, customer disputes, refunds, chargebacks, payment processor fees, and any liabilities arising from the Provider’s performance of services. The Platform does not guarantee minimum bookings, minimum earnings, minimum hours, or continued marketplace access.

1.5 Non-Exclusivity

The Provider is not required to work exclusively for the Platform, maintain a minimum number of bookings, maintain minimum hours online, or accept bookings at any prescribed rate. The Provider’s decision to decline a booking or remain offline does not constitute a breach of this Agreement.

1.6 No Employer-Style Training or Supervision

The Platform does not require the Provider to undergo mandatory training, supervision, performance evaluation, coaching, or operational direction that would indicate an employment relationship. Any marketplace standards communicated by the Platform are solely customer-protection and regulatory-compliance measures applicable generally to all marketplace participants.

1.7 Taxes and Benefits

The Provider is solely responsible for reporting and remitting all federal, state, and local taxes. The Provider is not entitled to employee benefits from the Platform, including unemployment insurance, workers’ compensation, retirement contributions, health insurance, or paid leave. The Platform may request a Form 1099 where required for payment facilitation, but such request does not indicate employee status.

Article 2. Definitions

2.1 Defined Terms

Capitalized terms used in this Agreement have the meanings set forth in this Article 2 or elsewhere in this Agreement.

2.2 “Applicable Law”

“Applicable Law” means all federal, state, and local laws, rules, regulations, ordinances, licensing requirements, and court or administrative orders applicable to the Provider, the Services, the Customer, or the use of the Platform, including those governing cosmetology, esthetics, massage, wellness services, consumer protection, privacy, marketing, payments, and taxes.

2.3 “Booking”

“Booking” means a reservation, appointment, request, or confirmed engagement for Services made by a Customer through the Platform, whether accepted by a Provider in advance or scheduled through Platform features.

2.4 “Chargeback”

“Chargeback” means a reversal, dispute, retrieval request, fraud claim, or other transaction reversal initiated by a Customer, a card issuer, a bank, a payment network, or a Payment Processor, including any related fees, penalties, or assessments.

2.5 “Content”

“Content” means any text, images, videos, descriptions, menus, price lists, portfolios, promotions, trademarks, business names, posts, messages, reviews, ratings responses, or other materials provided, uploaded, transmitted, or displayed by a Provider or Customer through the Platform.

2.6 “Customer”

“Customer” means an end user who accesses or uses the Platform to request, book, or receive Services from a Provider.

2.7 “Dispute”

“Dispute” means any claim, controversy, complaint, demand, investigation, or disagreement arising out of or relating to the Platform, a Booking, Services, payments, cancellations, Chargebacks, Refunds, ratings, Content, or this Agreement.

2.8 “Fees”

“Fees” means any amounts charged or payable in connection with Bookings or use of Platform features, including (a) amounts payable by a Customer for Services, (b) amounts retained or charged by the Platform as a marketplace fee, service fee, technology fee, listing fee, or similar charge, and (c) any Payment Processor fees, Chargeback fees, Refund processing fees, or third-party fees.

2.9 “Indemnitees”

“Indemnitees” means the Platform, its parent companies, subsidiaries, affiliates, successors, and assigns, and each of their respective owners, directors, officers, managers, employees, agents, representatives, and contractors.

2.10 “Losses”

“Losses” means all claims, demands, damages, penalties, fines, taxes, assessments, liabilities, judgments, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and costs of investigation, arising out of or relating to a claim or proceeding.

2.11 “Payment Processor”

“Payment Processor” means any third-party payment services provider used to facilitate payment transactions through the Platform, including any processor, payment gateway, card network, ACH provider, or payout provider selected by the Platform.

2.12 “Platform Services”

“Platform Services” means the software, applications, websites, features, tools, communications features, scheduling tools, and payment facilitation functionality made available by the Platform to support the marketplace, excluding the underlying Services performed by Providers.

2.13 “Provider”

“Provider” means the individual or business entity that registers to offer Services through the Platform and accepts this Agreement, including any personnel, assistants, employees, or subcontractors engaged by the Provider where permitted by Applicable Law. The Provider is responsible for all acts and omissions of any person performing Services under the Provider’s account or business.

2.14 “Refund”

“Refund” means any partial or full reversal, credit, adjustment, rebate, or return of funds to a Customer relating to a Booking or Services, whether initiated by the Provider, the Platform, the Payment Processor, or a Customer.

2.15 “Services”

“Services” means beauty, personal care, wellness, or related services offered by a Provider to Customers through the Platform, including any add-on services, packages, or related services described in a Provider profile, listing, menu, or Booking.

2.16 “Territory”

“Territory” means the United States and its states and territories in which the Platform is made available and in which a Provider offers or performs Services, subject to the Provider’s licensing and compliance obligations under Applicable Law.

2.17 “Merchant of Record”

“Merchant of Record” means the party that is the seller of the underlying Services to the Customer and the party of record for payment dispute purposes in connection with those Services, as further described in Article 7.

2.18 “Click Acceptance”

“Click Acceptance” means acceptance of this Agreement by selecting an “I Agree,” “Accept,” or similar button, checkbox, or other electronic mechanism presented through the Platform, which the parties agree constitutes valid assent.

Article 3. Provider Registration and Account Representations

3.1 Eligibility to Register

You represent that you are at least 18 years of age if registering as an individual, and that you are legally permitted to operate a beauty or wellness services business in any state within the United States where you offer Services through the Platform. If registering on behalf of a business entity, you represent that the entity is validly formed, active, and authorized to conduct business.

3.2 Authority and Capacity

If you accept this Agreement on behalf of a company or other legal entity, you represent that you hold full legal authority to bind the entity. Any person providing Services under your account is engaged by you, not the Platform, and you bear responsibility for their actions.

3.3 Accuracy of Information

All information you provide during registration, onboarding, identity verification, licensing submission, payout setup, and marketplace use is true, correct, current, and not misleading. You agree to update any information that changes, including name, address, licensing, insurance, payment details, or authorized personnel.

3.4 Independent Business Status

You acknowledge that your registration is in your capacity as an independent business or independent contractor, not as a Platform employee, agent, or representative. You maintain ownership and control of your business operations, client relationships, pricing, availability, equipment, and compliance obligations.

3.5 Licensing and Compliance Representations

You represent that you hold all professional and mobile service licenses, permits, certifications, insurance, and hygiene or safety compliance approvals required under Applicable Law in each state where Services are performed. You further represent that you are not prohibited or restricted by any regulator or licensing body from offering Services.

3.6 Payment Setup and Merchant of Record Acknowledgment

You agree that the underlying Services booked through the Platform are sold and fulfilled by you as the Provider. You are the Merchant of Record for those Services, subject to the payment dispute, refund, and chargeback allocations set forth in this Agreement. The Platform may facilitate payments, but it does not act as the seller of your Services.

3.7 Electronic Assent and Signature Validity

You agree that Agreement acceptance, onboarding confirmations, payout authorizations, and any signature or consent provided electronically through the Platform or a click-to-accept interface is legally binding and enforceable.

3.8 No Platform Control Through Registration Mechanics

Any verification, marketplace rule acknowledgment, safety representation, hygiene standard, or payout configuration is a general condition of marketplace access and risk mitigation, not supervision or control over the manner or method of how you perform Services.

3.9 Indemnity for Breach of Representations

You agree to indemnify and hold harmless the Platform and its Indemnitees from any Losses arising from inaccurate, outdated, incomplete, or breached representations made in this Article 3, including licensing failures, payment disputes, or third-party claims.

Article 4. Independent Contractor Classification and Provider Autonomy

4.1 No Employment Relationship

The Provider is an independent contractor operating a separate business. This Agreement does not create an employer-employee relationship under any federal or state standard. The Platform does not control the manner or method by which the Provider performs Services.

4.2 Freedom of Schedule and Availability

The Provider determines their own availability on the Platform and may log on or off at any time. The Provider is not required to maintain minimum hours, accept a minimum number of bookings, or sustain any mandatory acceptance rate.

4.3 Right to Accept or Decline Bookings

The Provider may accept or reject any Booking at their sole discretion. Declining, ignoring, or failing to respond to a Booking request is not a breach of this Agreement and shall not result in penalty, reduced access, or adverse consequence imposed by the Platform.

4.4 Control of Tools, Materials, and Work Conditions

The Provider supplies and controls all tools, equipment, materials, products, labor, sanitation supplies, and work environment requirements necessary to perform Services. The Platform does not provide or mandate equipment or dictate working conditions.

4.5 Pricing Autonomy

The Provider is responsible for setting their own service pricing, minimum rates, optional add-ons, or promotional discounts where the Platform permits Provider-controlled pricing. The Platform may display suggested prices or promotions to Customers, but such suggestions are optional and not binding on the Provider.

4.6 Non-Exclusivity and Outside Work

The Provider may perform Services for other businesses or competing platforms, maintain independent clients, advertise their own business, or engage in other professional activities without restriction, provided Provider does not misuse Platform confidential information or violate Marketplace safety requirements.

4.7 No Supervision, Training, or Performance Management

The Platform does not supervise the Provider, require employment-style training, manage performance, conduct reviews as an employer, or monitor the Provider in a manner that indicates employment control. Any marketplace-wide safety, hygiene, booking integrity, or compliance acknowledgments are general risk-mitigation conditions, not supervision of Service performance.

4.8 Financial and Business Risk Assumption

The Provider bears sole responsibility for business expenses, taxes, insurance, licensing, refunds, Chargebacks, payment processor fees, Customer disputes, regulatory violations, and profit or loss associated with Bookings fulfilled through the Platform. The Platform does not guarantee earnings or shield the Provider from business risk.

4.9 Platform Removal Rights Limited to Contract Breach or Legal Risk

The Platform may suspend or terminate marketplace access only if the Provider breaches a material obligation under this Agreement, violates safety or licensing representations, or creates regulatory or liability risk for the marketplace. Suspension or removal is not based on job decline frequency, hours, or other employment-indicative factors.

4.10 Provider Responsibility for Personnel

If the Provider engages employees, assistants, or subcontractors to perform Services under their Platform account, such personnel are engaged by the Provider, not the Platform. The Provider is responsible for their acts, omissions, licensing sufficiency, hygiene compliance, and Customer disputes arising from Services performed.

4.11 Classification Indemnity

The Provider agrees to indemnify the Platform and its Indemnitees against any Losses arising from claims asserting that the Provider is a Platform employee or misclassified, except where such claims result directly from Platform conduct that violates the express limitations stated in this Agreement.

Article 5. Licensing, Compliance, and Insurance Representations

5.1 Licensing Status

The Provider represents that they hold and will maintain all professional licenses, permits, and certifications required under Applicable Law in every state where Services are offered or performed through the Platform. This includes cosmetology, esthetician, massage therapy, mobile beauty service permits, sanitation compliance approvals, and any local or state wellness service authorizations. The Provider further represents that no license held by the Provider is suspended, expired, under disciplinary restriction, or subject to unresolved regulatory violation that would prohibit the Provider from performing Services.

5.2 Compliance with Marketplace Standards

The Provider agrees that any hygiene, safety, sanitation, health, or booking-integrity standards acknowledged through the Platform are general marketplace-wide compliance measures, intended for customer protection and regulatory risk mitigation, and do not constitute supervision, training, or control over the manner or method by which Services are performed.

5.3 Insurance Coverage

The Provider represents that they maintain active commercial general liability insurance or professional liability insurance, as applicable to the Services performed, in coverage amounts consistent with marketplace industry norms for beauty and wellness providers operating in the United States. The Provider agrees to provide proof of insurance upon request and to maintain such coverage without lapse during the term of this Agreement.

5.4 Financial Responsibility for Disputes and Chargebacks

The Provider acknowledges that they bear sole financial responsibility for refunds, Chargebacks, payment disputes, transaction reversals, and any associated Payment Processor fees arising from Bookings fulfilled under the Provider’s account.

5.5 Indemnification for Licensing or Insurance Failures

The Provider agrees to indemnify the Platform and its Indemnitees from any Losses arising from (a) inaccurate licensing representations, (b) failure to maintain required licenses, (c) violations of Applicable Law relating to Services, or (d) failure to maintain insurance coverage as represented.

5.6 Multi-State Risk Sensitivity Acknowledgment

The Provider acknowledges that beauty and wellness licensing and compliance requirements vary by state, including heightened regulatory scrutiny in states such as California and New York. The Provider agrees that compliance with state-specific licensing obligations is non-waivable and is solely the responsibility of the Provider.

Article 6. Booking, Service Performance, and Customer Interaction

6.1 Provider Discretion Over Bookings

The Provider may accept or decline any Booking request in their sole business judgment. The Platform does not require a minimum number of accepted Bookings, response time, minimum acceptance rate, or mandatory service hours. A Provider’s decision to decline a Booking is not a breach of this Agreement.

6.2 Responsibility for Service Performance

All Services booked through the Platform are performed and delivered by the Provider as an independent business. The Provider is solely responsible for service quality, customer satisfaction, hygiene, safety, pricing accuracy, licensing compliance, insurance sufficiency, and the fulfillment of each accepted Booking.

6.4 Customer Interaction Boundaries

The Provider controls all direct Customer interactions related to the delivery of Services. The Platform may provide communications or scheduling tools, but it does not script, supervise, or control Provider communications, negotiation, service execution, or professional advice provided to Customers.

6.5 Suspension or Removal for Contract Breach or Legal Risk

The Platform may suspend or terminate Provider access if the Provider breaches a material obligation, provides false or expired licensing or insurance representations, violates Applicable Law, generates excessive payment disputes that create marketplace risk, or engages in conduct that exposes the Platform to liability or regulatory scrutiny. The Platform does not remove Providers based on frequency of declined bookings, hours online, or other employment-indicative metrics.

6.6 Refund and Dispute Handling

The Provider agrees that all refunds, Booking-related disputes, service complaints, and Customer-initiated payment reversals are the responsibility of the Provider. The Platform may facilitate refund processing at its discretion but is not obligated to fund or issue refunds on behalf of a Provider.

6.7 Anti-Circumvention, Limited to Marketplace Integrity

The Provider shall not bypass the Platform to avoid Fees or Booking tracking. Any anti-circumvention enforcement by the Platform is solely to preserve marketplace integrity and payment flow records and does not grant the Platform control over the Provider’s independent business operations or the method of performing Services.

6.8 Indemnity for Booking-Related Claims

The Provider agrees to indemnify the Platform and its Indemnitees from any Losses arising from service outcome disputes, hygiene or safety violations, regulatory enforcement, refunds, Chargebacks, fraud claims, or third-party investigations tied to a Provider-fulfilled Booking.

Article 7. Payments and Provider as Merchant of Record

7.1 Provider as Seller and Merchant of Record

The Provider acknowledges and agrees that the Provider is the seller of all underlying beauty and wellness Services booked through the Platform. The Provider is the Merchant of Record for all such transactions, including responsibility for fulfillment, Customer disputes, Refunds, and Chargebacks. The Platform provides payment facilitation technology but does not act as the seller or Merchant of Record for the Provider’s Services.

7.2 Payment Processing Structure

The Platform may use a third-party Payment Processor to facilitate payments and payouts. The Provider authorizes the Platform to initiate payment collection and payout instructions on the Provider’s behalf, subject to the risk allocations in this Agreement. The Platform does not guarantee payout timing, successful charge completion, or Payment Processor outcomes.

7.3 Provider Responsibility for Refunds and Chargebacks

The Provider bears sole financial responsibility for all Refunds, customer disputes, Chargebacks, reversals, fraud claims, or transaction retrievals tied to Bookings fulfilled by the Provider. This includes any associated Payment Processor fees, dispute penalties, bank assessments, or network chargeback costs.

7.4 Platform Withholding and Offset Rights

The Provider authorizes the Platform to withhold future payouts, delay settlement, deduct from Provider earnings, or offset amounts owed to recover Chargeback or Refund losses, related Payment Processor fees, or marketplace dispute costs. Any Platform-initiated Refund funded as goodwill is at the Platform’s sole discretion and does not create a financial obligation.

7.5 No Platform Assumption of Provider Transaction Losses

The Platform shall not absorb or assume losses arising from Provider Bookings, Chargebacks, or Refunds except where the Platform independently elects to issue a discretionary goodwill Refund. The Provider agrees that Platform facilitation of a Refund or dispute does not indicate liability for the Provider’s underlying Services or payment disputes.

7.6 Taxes, Fees, and Business Expense Allocation

The Provider is solely responsible for all federal, state, and local tax reporting and remittance, professional fees, licensing costs, insurance premiums, sanitation supplies, equipment, labor costs, Payment Processor fees, Chargeback fees, and all other business expenses associated with operating the Provider Business through the Platform.

7.7 Indemnification for Payment Disputes

The Provider agrees to indemnify the Platform and its Indemnitees against any Losses arising from Customer or third-party claims, bank disputes, fraud allegations, Refunds, Chargebacks, payment reversals, or Payment Processor investigations tied to Provider-fulfilled Services or Bookings.

Article 8. Refund and Chargeback Allocation

8.1 Refund Responsibility

The Provider agrees that any refund request, partial credit, price adjustment, promotional rebate, service reversal, or payment return tied to a Provider-accepted and Provider-fulfilled Booking is the responsibility of the Provider. The Platform may facilitate the technical issuance of a refund through its Payment Processor, but the Provider bears the financial obligation for funding the refund unless the Platform voluntarily elects to issue a discretionary goodwill refund.

8.2 Chargeback Responsibility

The Provider bears sole financial responsibility for all Chargebacks tied to Bookings the Provider accepted or fulfilled. The Provider agrees that disputes initiated by a Customer, card issuer, bank, payment network, or Payment Processor, including fraud claims, retrieval requests, and transaction reversals, are allocated to the Provider. This includes any Chargeback fees, Payment Processor dispute fees, bank assessments, reversal penalties, or network-imposed costs.

8.3 Authorization for Recoupment

The Provider authorizes the Platform to recover Refund or Chargeback Losses through withholding future payouts, delaying settlement, deducting from Provider earnings, applying offsets against future payments, or clawing back disputed amounts where the Payment Processor permits recoupment. The Platform shall not exceed the amount owed by the Provider unless the Provider creates additional Losses under Article 10 (Indemnification) or Article 11 (Arbitration enforcement costs).

8.4 Platform Discretion Over Goodwill Refunds

The Platform may issue discretionary refunds funded by the Platform as goodwill to preserve customer relationships, brand integrity, or marketplace stability. Any goodwill refund issued by the Platform is voluntary, non-precedential, and does not create an obligation to fund future refunds for similar or unrelated Disputes.

8.5 No Platform Liability for Provider Service Outcomes

The Provider agrees that the Platform is not liable for the quality, outcome, timing, legality, licensing sufficiency, or Customer satisfaction related to Provider-performed Services. The Provider further agrees that Platform involvement in facilitating a Refund or Chargeback dispute does not indicate Platform liability for the underlying service or transaction.

8.6 Indemnity for Refund and Chargeback Claims

The Provider agrees to indemnify the Platform and its Indemnitees against any Losses arising from Refund claims, Chargeback disputes, fraud allegations, reversals, Payment Processor investigations, consumer complaints, regulatory inquiries, or third-party claims tied to Provider Bookings or Provider-performed Services.

8.7 Consumer Law Sensitivities for California

To the extent Services are performed in California, the memo delivered with this Agreement may flag certain state-specific consumer-protection sensitivities. The Provider agrees that such flags do not shift financial responsibility for Refunds or Chargebacks from the Provider to the Platform unless the Platform expressly agrees in writing.

8.8 Survival of Obligations

The obligations in this Article 8 survive termination of this Agreement and remain enforceable for any Booking accepted or fulfilled prior to termination, including pending Chargebacks or Refund claims initiated after termination if tied to Provider-performed Services.

Article 9. Limitation of Liability

9.1 Liability Cap

The Provider agrees that the Platform’s total liability for any claim, loss, dispute, or damages arising from or relating to this Agreement or the marketplace use of the Platform shall not exceed $500, or the amount the Provider earned through the Platform in the 90 days preceding the event giving rise to the claim, whichever is lower.

9.2 Excluded Damages

The Platform is not liable for indirect, punitive, special, incidental, consequential, or exemplary damages arising from Bookings, Service outcomes, Customer conduct, third-party actions, Payment Processor decisions, or regulatory enforcement, even if the Platform is notified that such damages are possible.

9.3 No Liability for Services or Customers

The Platform does not guarantee service quality, Booking volume, earnings, payout success, or Customer behavior. The Provider agrees that the Platform is not liable for the acts, omissions, disputes, dissatisfaction, misconduct, or payment disputes initiated by any Customer, including Refund requests or Chargebacks tied to Provider-fulfilled Services.

9.4 No Platform Assumption of Provider Business Risk

The Platform does not assume responsibility for Provider business expenses, taxes, insurance, licensing, equipment, sanitation compliance, Refunds, Chargebacks, fraud disputes, Payment Processor fees, or any other costs associated with operating the Provider Business. The Provider assumes full profit and loss risk for all Bookings the Provider accepts or fulfills.

9.5 Indemnity Not Limited by This Article

This limitation of liability does not limit or restrict the Provider’s indemnification obligations to the Platform or its Indemnitees for Losses arising under Article 10 (Indemnification) or Article 11 (Arbitration Agreement and Class Waiver enforceability).

9.6 Severability for State Scrutiny

If any damages exclusion or liability limitation in this Article 9 is challenged under state law, the remaining provisions remain enforceable to the maximum extent permitted by Applicable Law, and any unenforceable portion shall be narrowly interpreted rather than invalidating the entire liability limitation.

9.7 Survival

The Provider agrees that the liability limitations in this Article 9 survive termination of this Agreement and remain enforceable for any claim tied to events or Bookings occurring prior to termination.

Article 10. Indemnification

10.1 Indemnity Obligation

The Provider agrees to defend, indemnify, and hold harmless the Platform and its Indemnitees from any Losses arising out of or relating to: (a) the Provider’s performance or non-performance of Services, (b) violations of Applicable Law, (c) inaccurate licensing or insurance representations, (d) Customer Disputes, (e) Refunds, (f) Chargebacks, (g) fraud claims, (h) third-party investigations, or (i) any claim asserting that the Provider was misclassified as an employee.

10.2 Provider Responsibility for Defense

The Platform may elect, at its discretion, to participate in the defense of any claim, but the Provider remains the party financially responsible for all defense costs unless the claim results solely from Platform conduct that violates the express relationship limitations stated in this Agreement.

10.3 No Admission of Employment Control

The Provider agrees that general marketplace rules, hygiene standards, safety acknowledgments, dispute assistance, payout adjustments, or anti-circumvention enforcement do not constitute employment supervision or control over the manner or method of Service performance.

10.4 Recoupment of Losses

The Provider authorizes the Platform to recover indemnifiable Losses through withholding, payout deductions, offsets, or Payment Processor-permitted clawbacks. The Platform is not required to fund or absorb transaction losses for Provider Bookings.

10.5 Indemnification Procedure

The Platform shall provide notice of a claim. The Provider shall respond promptly and assume defense responsibility. Failure to assume defense after notice constitutes a material breach, entitling the Platform to suspend or terminate marketplace access.

10.6 Survival of Indemnity

This Article 10 survives termination of this Agreement and remains enforceable for any claim, Refund, Chargeback, Dispute, regulatory inquiry, or third-party allegation tied to Bookings or Services occurring prior to termination.

10.7 Scope of Indemnity

The Provider’s indemnity includes all costs, damages, settlements, regulatory fines, reversal fees, Refund amounts, Chargeback fees, Payment Processor dispute fees, taxes, and reasonable attorneys’ fees incurred by the Platform arising from Provider-related claims.

Article 11. Arbitration Agreement and Class Action Waiver

11.1 Agreement to Arbitrate

The Provider and the Platform agree that any Dispute arising from or relating to this Agreement, the marketplace, payments, Refunds, Chargebacks, access suspension, service legality, or IC classification shall be resolved exclusively through binding arbitration governed by the Federal Arbitration Act.

11.2 Delegation of Arbitrability

The Provider and the Platform agree that the arbitrator, not any court, has exclusive authority to resolve any challenge relating to arbitrability, contractor classification, enforceability, waiver validity, cost allocation, or unconscionability review to the maximum extent permitted under U.S. federal law and applicable appellate precedent.

11.3 Class and Collective Action Waiver

The Provider waives any right to initiate, join, or participate in class arbitration, collective arbitration, class action, or representative proceedings against the Platform. All claims must be brought in the Provider’s individual or business capacity only.

11.4 Arbitration Costs and Fee Allocation

The Provider and the Platform agree that arbitration costs shall be mutually apportioned unless a claim arises from Provider licensing failures, Refunds, Chargebacks, or IC misclassification assertions, in which case such costs are subject to indemnity and recoupment under Article 10.

11.5 Severability of Arbitration Provisions

If any sub-provision of this Article 11 is found unenforceable under state-level scrutiny, the remainder of the arbitration agreement and class-waiver remains valid, binding, and enforceable, and any unenforceable portion shall be narrowly interpreted, not expanded.

11.6 Assent and Electronic Acceptance

The Provider agrees that clicking “I agree,” onboarding through the Platform dashboard, or signing electronically constitutes valid and binding assent to this arbitration agreement and class-action waiver.

11.7 Survival

This arbitration agreement and class-action waiver survives termination of this Agreement and remains enforceable for any Dispute tied to marketplace use, payments, Bookings, or Services occurring before termination.

11.8 California Non-Waivable Risks

The Provider acknowledges that California applies heightened procedural review standards to arbitration clauses. The parties agree that any such review does not invalidate the intent to arbitrate and that California raises no categorical prohibition on arbitration or class-waiver enforceability for beauty and wellness marketplace Providers, provided the Platform does not exert employment-style control over Service performance.

11.9 NY and TX Merchant-of-Record Comparison

The Provider and the Platform agree that under both New York and Texas marketplace norms, the Merchant-of-Record designation may be held by the Provider while the Platform facilitates payments, provided the Platform does not collect funds as the direct seller, set mandatory hours, or control Service method and manner. The MoR structure itself does not raise materially different enforceability risks in NY or TX when applied to local beauty and wellness services, and any payment disputes remain allocated to the Provider as MoR unless the Platform expressly agrees otherwise in writing.

Article 12. Governing Law and Venue

12.1 Governing Law

This Agreement and any Dispute, claim, regulatory inquiry, interpretation, classification challenge, or liability allocation arising from or relating to this Agreement or the Platform shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles that would result in the application of the laws of any other jurisdiction, except where superseded by the Federal Arbitration Act for arbitrable claims under Article 11.

12.2 Venue Acknowledgment for Non-Arbitrable Proceedings

For any claim or proceeding that is not subject to arbitration under Article 11, the Provider agrees that exclusive venue shall lie in state or federal courts located in Texas, and the Provider knowingly consents to jurisdiction and venue in those courts. The Provider agrees not to initiate or maintain any proceeding in a jurisdiction outside Texas unless expressly required by non-waivable federal law.

12.3 Marketplace Compliance Carve-Out

The Provider acknowledges that Vishmo is a multi-state technology marketplace platform and that certain state laws may impose non-waivable licensing or consumer-protection obligations on the Provider. The Provider agrees that such state-level obligations do not shift governing law, Dispute venue, or Merchant-of-Record responsibility to the Platform unless the Platform expressly agrees in a signed written amendment.

12.4 No Agency or Employment Indicators Created by Governing Law Selection

The Provider agrees that the choice of Texas governing law and Texas venue is solely a contractual risk-management election and does not indicate that the Platform exercises supervision, direction, employment control, or agency authority over the Provider or the Provider Business.

12.5 Non-Waivable State Acknowledgment

The Provider acknowledges that California, New York, and Texas may apply heightened scrutiny to marketplace agreements in independent-contractor or consumer-dispute contexts, but none impose a categorical prohibition on the Provider serving as Merchant of Record for beauty and wellness services. Any state-specific sensitivity points that are material to enforceability will be identified in the memo delivered with this Agreement or directly within the redlined draft

12.6 Survival

The provisions of this Article 12 survive termination of this Agreement and remain binding for any Booking, payment, Refund, Chargeback, or Dispute arising from Platform use prior to termination.

Article 13. Confidentiality and Data Use

13.1 Confidential Information

“Confidential Information” includes Platform operational data, Booking records, payout information, pricing algorithms (if any), provider lists, software structure, customer information, Payment Processor reports, dispute metrics, regulatory flags, and any non-public business or technical information the Provider accesses through the Platform.

13.2 Provider Duty of Confidentiality

The Provider agrees not to copy, disclose, distribute, sell, license, or share Confidential Information with any third party, except as required to perform an accepted Booking, comply with Applicable Law, respond to a Payment Processor dispute, or engage insurance or legal counsel for defense in a Provider-specific Dispute.

13.3 Platform Rights Do Not Create Employment Control

The Provider agrees that the Platform’s ability to access Booking records, payments, dispute metrics, or marketplace activity is solely to maintain marketplace integrity, facilitate payouts, and reduce regulatory or liability risk. These rights do not grant the Platform control over how the Provider performs Services, manages their business, communicates with Customers, or exercises professional judgment.

13.4 Provider Controls Their Own Business Data

The Provider retains ownership of all Provider Business data, including pricing, scheduling choices, customer interactions, product usage, Service delivery records, and costs. The Platform does not claim ownership of Provider Business operations or data except for a limited license to display Provider Content to Customers.

13.5 Permitted Use of Data

The Platform may analyze marketplace activity, payment disputes, Chargebacks, Refund rates, service Territories, and licensing compliance for risk mitigation, fraud detection, regulatory compliance, insurance requirements, payout adjustments, and marketplace safety, but not to supervise or direct the method or manner of Provider Service performance.

13.6 Indemnity for Unauthorized Disclosure

The Provider agrees to indemnify the Platform and its Indemnitees against any Losses arising from unauthorized disclosure or misuse of Confidential Information.

13.7 Survival

The obligations in this Article 13 survive termination of this Agreement for as long as the information remains commercially or legally sensitive.

Article 14. Intellectual Property and Content License

14.1 Ownership of Provider Content

The Provider retains sole ownership of all Content uploaded or provided by the Provider to the Platform, including business names, logos, menus, portfolios, media, descriptions, pricing, trademarks, photographs, and service materials. Nothing in this Agreement transfers ownership of Provider Content to the Platform.

14.2 Limited License to Display Content

The Provider grants the Platform a non-exclusive, revocable, limited license to display, distribute, promote, and make Provider Content available solely for marketplace operation, Customer discovery, Booking facilitation, payment processing, and Platform promotional use. The Provider does not grant the Platform a right to use Content outside the marketplace except where the Provider expressly authorizes it in writing.

14.3 No Employment or Agency Rights Created by IP License

The Provider agrees that the license granted in 14.2 does not establish an agency relationship, employment supervision, partnership, or Platform control over the manner or method of Service delivery. The Platform’s use of Provider Content is strictly customer-facing and marketplace-facilitation activity.

14.4 Removal of Content Upon Termination

Upon termination of this Agreement, the Platform shall remove Provider Content from public marketplace display within a commercially reasonable timeframe, except where retention is required for Booking records, dispute defense, Payment Processor requirements, Chargebacks, Refund claims, or Applicable Law compliance.

14.5 IP Indemnity

The Provider agrees to indemnify the Platform and its Indemnitees from any Losses arising from claims that Provider Content infringes intellectual property rights, trademarks, media ownership rights, or licensing rights of any third party.

14.6 Survival

The Provider agrees that the indemnity and IP protections in this Article 14 survive termination of this Agreement and remain enforceable for any Booking or Content uploaded prior to termination.

Article 15. Electronic Transactions and Digital Assent

15.1 Consent to Electronic Contracting

The Provider agrees that this Agreement, all Bookings, payout authorizations, dispute acknowledgments, waivers, notices, Payment Processor communications, and any consent or signature provided through the Platform electronically are intended to be legally valid and binding.

15.2 ESIGN and UETA Acknowledgment

The Provider acknowledges that electronic records and signatures are enforceable under U.S. federal and state electronic transaction laws, including the ESIGN Act and state-adopted Uniform Electronic Transactions Act statutes. The Provider agrees not to dispute the validity of electronic assent, acceptance, or signature solely because it was not executed in physical form.

15.3 Click-to-Accept Mechanics

Provider assent may be obtained through clickwrap, modified clickwrap, dashboard acceptance, typed electronic signature, or third-party digital signing tools supported by the Platform. Any such acceptance constitutes express and intentional agreement to this Agreement.

15.4 Platform Facilitation Not a Control Indicator

The Provider agrees that the Platform’s enablement of electronic Agreement acceptance, identity verification, Booking confirmations, PSP payout routing, Refund facilitation, or Chargeback recoupment does not grant the Platform control over the manner or method of Provider Service performance and is not evidence of an employment or agency relationship.

15.5 Survival

This Article 15 survives termination of this Agreement and remains enforceable for any Booking or Dispute arising from electronic Platform use prior to termination.

15.6 Incorporation of Platform Dispute and MoR Terms

This Agreement incorporates by reference any Arbitration, Dispute Resolution, and Merchant of Record addenda or policies made available by the Platform, which form part of this Agreement as if fully set forth herein.

Article 16. Platform Risk Control Without Employment Indicators

16.1 Marketplace Integrity and Risk Mitigation Rights

The Platform may enforce rules, requirements, or restrictions that apply generally to all marketplace participants for the limited purpose of maintaining marketplace integrity, hygiene, safety, sanitation, lawful service delivery, fraud prevention, Booking reliability, licensing accuracy, insurance sufficiency, payment routing, Chargeback monitoring, Refund recoupment, regulatory risk reduction, and Customer trust and safety.

16.2 No Control Over Manner or Method of Services

The Provider agrees that the Platform does not supervise, direct, train, evaluate, manage, or control the manner, method, process, technique, equipment choice, product choice, labor decisions, or professional judgment the Provider uses to perform Services. Any standards enforced by the Platform are Customer-facing marketplace access conditions and are not instructions on how Services must be performed.

16.3 No Minimum Performance Quotas

The Platform does not impose minimum Booking requirements, minimum service hours, minimum job-acceptance rates, response quotas, or continued activity minimums as a condition of classification. The Provider’s independent business judgment governs all decisions to accept or decline marketplace opportunities.

16.4 Regulatory Compliance Framed as Provider Responsibility

Where the Platform requests proof of licensing, insurance, hygiene acknowledgment, sanitation standards, background verification, or payment configuration, such requests are limited to verifying Provider representations and marketplace risk reduction. They do not create an employer-style compliance program or Platform responsibility for Provider regulatory obligations.

16.5 No Platform Assumption of Provider Business Liability

The Provider agrees that the Platform does not assume liability for the Provider’s business operations, licensing obligations, Service performance, Refunds, Chargebacks, Payment Processor dispute decisions, or regulatory inquiries, except where the Platform expressly agrees otherwise in a signed written amendment.

16.6 Classification Indemnity Confirmation

The Provider agrees that nothing in this Article 16 or anywhere in this Agreement may be used to assert that the Platform exercises employment control or that the Provider is misclassified, except where such assertion results directly from Platform conduct that contradicts the express limitations stated in this Agreement.

16.7 Survival

The Provider agrees that the provisions in this Article 16 survive termination of this Agreement and remain enforceable for any claim or inquiry tied to marketplace use prior to termination.

Article 17. Term, Termination, and Survival

17.1 Term of Agreement

This Agreement begins on the Effective Date and continues until terminated by either party as permitted herein. The Provider acknowledges that the Platform does not guarantee continued access, earnings, or Booking volume during the Term.

17.2 Provider Right to Terminate

The Provider may terminate this Agreement at any time by discontinuing use of the Platform and providing written notice through Platform-supported channels. No early-termination fee, minimum-activity requirement, or other penalty shall apply to the Provider’s decision to end the relationship.

17.3 Platform Right to Terminate

The Platform may terminate this Agreement if the Provider breaches a material obligation, submits false or expired compliance representations, violates Applicable Law, engages in conduct that creates Platform liability, or generates payment disputes that expose the marketplace to legal, financial, or regulatory risk. The Platform does not terminate Providers based on declined-Booking frequency, hours online, or other employment-indicative performance metrics.

17.4 Effect of Termination

Upon termination, the Provider loses the right to onboard new Bookings through the Platform. The Platform may withhold final payouts or apply offsets if required to recover Refunds, Chargebacks, Payment Processor fees, or other indemnifiable Losses tied to Provider-fulfilled Services or Provider-accepted Bookings.

17.5 Survival of Obligations

The following provisions survive termination of this Agreement: licensing and insurance representations, indemnification, Refund responsibility, Chargeback allocation, liability caps, confidentiality, arbitration agreement, class-action waiver, payment recoupment rights, and any Loss recovery or dispute-defense rights permitted under Payment Processor frameworks.

17.6 Post-Termination Claims

The Provider agrees that the survival of obligations applies to any claim, regulatory inquiry, Refund demand, or Chargeback initiated after termination, as long as it relates to Services performed or Bookings accepted before termination.

17.7 Platform Data Retention for Defense

The Platform may retain Booking records, payment logs, communications, compliance submissions, and dispute data after termination solely for legal defense, Payment Processor requirements, or Applicable Law compliance. Retention of such records does not create employment or agency rights or indicate Platform control over Provider business operations.

Article 18. Miscellaneous Provisions

18.1 Entire Agreement

This Agreement constitutes the full understanding between the Provider and the Platform regarding the subject matter herein and supersedes all prior discussions, promises, or representations, except where expressly incorporated into this Agreement.

18.2 Amendment Requirement

No modification, revision, or waiver of any provision of this Agreement is valid unless agreed in a signed written amendment through the Platform or a verified digital signing method intentionally executed by both parties.

18.3 Assignment

The Provider may not assign this Agreement, delegate obligations, or transfer account access to any third party without the Platform’s prior written consent, except where subcontracting is expressly permitted under Applicable Law and does not contradict Provider licensing requirements.

18.4 Severability

If any provision, clause, or sub-article of this Agreement is found unenforceable, the remaining provisions remain valid and enforceable to the maximum extent permitted under federal and state law. Any unenforceable portion shall be narrowly interpreted, not expanded.

18.5 No Implied Waiver

Failure by the Platform to enforce any provision does not constitute a waiver of the right to enforce it later. No waiver is valid unless in writing and intentionally executed.

18.6 Notice Mechanics

Any notice required under this Agreement may be delivered electronically through Platform communication tools, email, dashboard acknowledgment, or a digital signing record, all of which the Provider agrees are legally sufficient.

18.7 Relationship Interpretation

The Provider agrees that nothing in this Agreement shall be interpreted to create employment, agency, partnership, or franchisor liability indicators, except where a written amendment intentionally alters that interpretation.

18.8 Survival

All clauses that by their nature are intended to survive, including arbitration, indemnity, Chargeback allocation, Refund responsibility, confidentiality, liability caps, and classification representations, remain binding after termination.

IN WITNESS WHEREOF, the Provider and the Platform acknowledge that this Agreement has been intentionally accepted and executed as of the Effective Date, including by electronic assent where applicable.

Platform: Vishmo

Accepted by: Authorized Provider registrant

Effective as of: 26 September 2025