1. The Platform

(a) The Marketplace

The Platform is an online web- and app-based two-sided marketplace which enables connections between Community Members and Coaches. "Community Member(s)" are individuals and/or businesses seeking to obtain short-term services ("Service(s)"), and "Coach(es)" are individuals and/or businesses seeking to perform Services for Community Members. Community Members and Coaches are referred to herein together as "User(s)".

Coaches are sole proprietors and/or independent business owners, providing services under their own name or business name (and not under Hazlo's name), using their own tools and supplies. Coaches choose the applicable rates for Services, without deduction by Hazlo. Coaches may (i) maintain a clientele without any restrictions from Hazlo; (ii) offer and provide their services elsewhere, including through competing platforms; and (iii) accept or reject Community Members and Service Agreements (defined below). Coaches are independent contractors of Community Members, and Community Members are therefore Community Members of Coaches, not Hazlo.

Notwithstanding any feature or service of the Platform that a Community Member may use to expedite Coach selection, the Community Member is responsible for determining the Service(s) and selecting or otherwise approving their Coach and should undertake their own research prior to booking any Service to be satisfied that a specific Coach has the right qualifications.

(b) Hazlo's Role

The Platform is not an employment agency service or business, and Hazlo is not an employer of any User. Users are not employees, partners, representatives, agents, joint venturers, independent contractors, licensees, or franchisees of Hazlo.

Users hereby acknowledge and agree that (i) Hazlo does not (A) perform Services nor employ individuals to perform Services, (B) supervise, scope, direct, control, or monitor Coaches' work (including, without limitation, that Hazlo does not set Coaches' work locations, workhours, or terms of work), nor provide tools or supplies to, or pay any expenses of, Coaches, or (C) have any control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Services or Users (or the acts or omissions thereof), nor of the integrity, responsibility, competence, qualifications, communications, or the ratings or reviews provided by Users with respect to each other; and (ii) the formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for Hazlo, nor any employment or other relationship between Hazlo and the Users or between the Community Member and Coach.

(c) License

Subject to your compliance with the terms of the Agreement (including, without limitation, these Terms), Hazlo hereby grants you a limited, non-exclusive, non-transferable, and revocable license to: (i) access and use the Platform (in the locations and territories where the Platform has a presence); (ii) download, access, and use the App on your personal device, solely in furtherance of your use of the Platform; and (iii) access and view any content, information and materials made available on the Platform, in all cases for your personal use and the intended purpose of the Platform.

(d) User Representations and Warranties

In your access to and use of the Platform, you represent and warrant that you:

• will comply fully with the terms of the Agreement;
• are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts;
• have the right, authority, and capacity to enter into the Agreement;
• will only request and/or perform (as applicable) Services in a country where the Platform has a presence;
• will respect the privacy, property, and data protection rights of Users;
• will act professionally and responsibly in your interactions with other Users;
• will only utilize the third-party PSP to make or receive payment for Services;
• will use your legal name and/or legal business name and an up-to-date photo on your profile;
• will comply with all applicable laws in your use of the Platform;
• will not use the Platform for the purchase or delivery of alcohol, or any other controlled or illegal substances;
• will ensure that all communications regarding Services remain on the Platform.

(e) Additional Coach Representations and Warranties

If you are a Coach, you additionally represent and warrant that, in your access to and use of the Platform, you:

• are operating as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation, or other business entity when using the Platform;
• are customarily engaged in an independently established business of the same nature as the Services performed for Community Members through the Platform;
• have the unrestricted right to work in the jurisdiction in which you perform Services;
• have and will maintain any licenses, permits, and/or registrations required by applicable laws;
• have and will maintain all insurance required to operate your business and perform the Services;
• will respond to invitations promptly and provide timely, high-quality Services;
• will promptly disclose to Hazlo any potentially relevant criminal convictions that occur during your use of the Platform.

2. Use of the Platform

(a) Registration

You must register and create an account to access and use the Platform, providing only correct and accurate information (such as, without limitation, your name, business name, mailing address, email address, and/or telephone number). You agree to immediately notify Hazlo of any changes to your account information. Failure to provide and maintain updated and accurate information may result in your inability to use the Platform and/or Hazlo's termination of this Agreement with you.

(b) Account Security

You are fully and solely responsible for (i) maintaining the confidentiality of any log-in, password, and account number provided by or given to you to access the Platform; and (ii) all activities that occur under your password or account, even if not authorized by you. You agree to notify Hazlo immediately if you suspect any unauthorized party may be using your Platform password or account or any other breach of security.

(c) Coach Onboarding

(i) Background Checks

To the extent permitted by applicable law, Coaches may be subject to a review process before they can register on, and during their use of, the Platform, which may include, but is not limited to, identity verification and criminal background checks, using third party services as appropriate ("Background Check(s)").

(ii) Professional Licensing

Hazlo does not independently verify that Coaches have the necessary expertise, or have obtained any licenses, permits, or registrations required, to perform their Services. It may be unlawful to perform certain types of Services without a license, permit, and/or registration, and performing same may result in law enforcement action and/or penalties or fines.

(d) Service Agreement

The Platform allows Users to offer, search for, and book Services. After identifying and selecting a Coach to perform a Service, the Community Member and the Coach may communicate via the messaging feature in the Platform (the "Messages") to understand the scope, schedule, and other details of the Service. Once the Service is scheduled via the Platform by the Coach, or in the event that the Service is pre-scheduled, the Community Member and Coach form a legally binding contract for the Service, which includes the engagement terms proposed and accepted, and any other contractual terms agreed to, by the Community Member and the Coach in the Messages, if applicable, for the Service (the "Service Agreement").

3. Fees, Billing, Invoicing, and Payment; Cancellation

(a) Invoicing

All amounts owed and/or to be paid by you shall be set out in a Platform-native invoice ("Invoice(s)") or Platform-native service quote (a "Service Summary") which will include the Service-related fees and Hazlo fees. When submitting an Invoice or Service Summary through the Platform:

• Coaches must include all anticipated Service fees and associated expenses, if any;
• Coaches must cancel the Service and corresponding Invoice or Service Summary if no Services are performed;
• Coaches who bring an approved Co-Host to a Service engagement should invoice or quote for the Coach's Assistant's time as hours worked;
• Coaches must quote and/or bill their Service time accurately and not accept payment exclusive of or outside of the Platform.

(b) Service Payment and Other Amounts Owed by Community Member

By providing a payment method, and upon confirmation that the Service has been completed, you authorize us to process your existing payment method for the applicable Service(s). Unless otherwise expressly stated in this Agreement, all fees are non-refundable.

(c) Payment Service Provider

All amounts owed and/or to be paid by any User must be paid through Hazlo's designated payment service provider ("PSP"). The Community Member will be required to provide their payment method details to Hazlo and/or the PSP. The Coach will be required to set up an account with the PSP.

4. Cancellation

To ensure the fair treatment of all Users and provide a high level of service quality, the following cancellation policy about Last Minute Cancellations applies to all Users. Users are strongly encouraged to schedule Services at times intended for completion, ensure they do not have conflicts for the scheduled time, maintain accurate availability, and reschedule Services to avoid Last Minute Cancellations.

(a) Activities Subject to Cancellation Fees

Community Members may cancel a Service at any time. However, Community Members will be subject to a cancellation fee if either of the following are applicable:

• Community Members who cancel the Service within 24 hours of the scheduled Service time may be subject to a cancellation fee;
• The Community Member is unavailable or unresponsive (a "No Show") at the time of the Service, so the Service cannot be completed;
• Please note that any same day bookings that are cancelled are subject to the cancellation fee.

(b) Activities Not Subject to Cancellation Fees

Community Members will not be charged with a cancellation fee if:

• The Service was canceled within 5 minutes of booking;
• The Coach did not show up for the Service.

5. Community Standards

To provide a safe Platform for all Users, and promote a respectful and positive experience, all Users agree to abide by the following communications standards ("Community Standards").

(a) Professionalism and Promptness

Coaches and Community Members are required to:

• Demonstrate accountability, honesty, and promptness when resolving issues that arise of the Platform and/or in the performance of Services;
• Demonstrate professionalism, including, without limitation, in their work quality, damage prevention, prompt responsiveness, punctuality, attention to detail, clear communication, and resolution of Service(s) issues.

(b) Prohibited Communications

Without limitation, discrimination, harassment, and engaging in prohibited and/or unsuitable Services are prohibited on the Platform. Prohibited and/or Unsuitable Services include, but are not limited to:

• Soliciting, providing, or promoting activities related to adult goods, services, or content;
• Soliciting, providing, or promoting activities related to alcohol, illegal or controlled substances;
• Gathering personal information to initiate sales and/or further off-Platform communication;
• Ridesharing or the sharing of a privately-owned vehicle to provide transportation.

6. Acceptable Use

The following provisions establishes additional conditions that apply to your Use of the Platform. Without limitation, you may not use the Platform, and you may not permit any third party, to:

7. Deactivation and Suspension

In the event of an actual or suspected breach by you of any part of the Agreement, including, without limitation, abuse, fraud, or interference with the proper working of the Platform, Hazlo may (a) suspend your right to use the Platform pending its investigation; and/or (b) deactivate your account or limit your use of the Platform upon its confirmation of a breach.

8. Termination

You may terminate the Agreement between you and Hazlo at any time by ceasing all use of the Platform and deactivating your account. Hazlo may terminate the Agreement between you and Hazlo at any time, and cease providing access to the Platform, if you breach any part of the Agreement or violate applicable laws.