⚠️ DRAFT — PENDING COUNSEL REVIEW

This document is a working draft prepared for review and finalization by qualified counsel licensed in each operating jurisdiction. It is NOT legal advice, is NOT final, and is NOT to be circulated, executed, or presented as binding. Bracketed items (e.g., [EFFECTIVE DATE], [STATE], [$ LIMITS], [LEGAL ENTITY NAME]) are placeholders for counsel and the Company to complete. Insurance limits, arbitration terms, governing-law selection, worker-classification provisions, and all per-state licensing mechanics must be validated against the law of every jurisdiction in which the Professional will accept bookings before this instrument is used.

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LUMORA LUXE — PROFESSIONAL SERVICES AGREEMENT

(Independent Professional Terms)

Document: Independent Professional Terms — Non-Medical Beauty & Wellness Program Version: [VERSION] · Effective Date: [EFFECTIVE DATE] Governing Law: State of [STATE] Parties: [LEGAL ENTITY NAME], a [STATE OF FORMATION] [entity type] doing business as Lumora Luxe ("Lumora," "Lumora Luxe," the "Company," "we," "us"), and the independent professional accepting these terms ("you," "your," the "Professional").

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PREAMBLE

This Professional Services Agreement, together with all Schedules, policies, and program terms incorporated by reference (collectively, this "Agreement"), governs your participation as an independent, licensed, non-medical beauty and wellness professional on the Lumora Luxe platform. By accepting this Agreement — whether electronically, by clicking "I agree," by completing onboarding, or by accepting your first booking through the platform — you agree to be bound by every term below.

Read Section 12 carefully. It requires most disputes to be resolved by binding individual arbitration and waives your right to a jury trial and to participate in a class or representative action.

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RECITALS

A. Lumora Luxe operates a by-invitation, technology-enabled marketplace and concierge platform (the "Platform") that helps vetted members ("Members") discover, request, and coordinate luxury beauty and wellness services delivered by independent, licensed professionals, either at the Member's chosen location (home, hotel, or other private venue — "Mobile") or at the Professional's own licensed premises ("In-Office").

B. Lumora is a technology platform and payment facilitator only. Lumora is not the provider of any beauty or wellness service, is not the employer of any Professional, and does not direct, supervise, or control the manner, means, or methods by which any Professional performs services. All services are performed by independent Professionals in their sole professional judgment and under their own licenses.

C. In its capacity as a payment facilitator, Lumora uses third-party payment infrastructure (currently Stripe Connect) to capture a Member deposit, retain a platform commission, and remit the balance to the Professional's own connected payout account, as described in Section 5.

D. You represent that you are an independent, licensed, non-medical beauty or wellness professional who wishes to offer and perform services through the Platform, and that you are entering into this Agreement in the course of your own independently established trade, occupation, profession, or business.

E. The parties intend to create an independent-contractor relationship and nothing more. The parties enter this Agreement in reliance on the mutual representations and covenants below.

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1. DEFINITIONS

For purposes of this Agreement:

1.1. "Booking" means a confirmed request by a Member, accepted by you through the Platform, for one or more Services at a specified time, place, and price.

1.2. "Confidential Information" means non-public information disclosed by or through Lumora or a Member, including Member Data, Platform pricing and commission structures, product roadmaps, non-public business and financial information, and any information a reasonable person would understand to be confidential.

1.3. "Credentials" means all licenses, certifications, registrations, permits, and authorizations required by any applicable Governmental Authority to lawfully offer and perform each Service in each Jurisdiction where you will accept Bookings.

1.4. "Governmental Authority" means any federal, state, county, municipal, or local government, agency, board (including any cosmetology, barbering, esthetics, massage, or health board), department, or regulator with jurisdiction over the Services.

1.5. "Jurisdiction" means each state, and each county, city, or locality within a state, in which you offer, accept, or perform any Booking.

1.6. "Member Data" means any information about a Member that you access, receive, or generate through the Platform or in the course of a Booking, including name, contact details, address, appointment details, preferences, and any personal information.

1.7. "Non-Medical Services" or "Services" means the beauty and wellness services within your license and scope that you are authorized to offer on the Platform, limited to non-medical categories such as eyelash and eyebrow services, makeup artistry, esthetics and skin care (non-medical), hair services, and massage therapy, and expressly excluding any Medical Procedure (Section 4.4).

1.8. "Platform Commission" means the fee Lumora retains on each transaction, as described in Section 5.3.

1.9. "Payout Account" means your own connected account with the Platform's payment processor to which your share of Booking proceeds is remitted.

1.10. "Standards" means Lumora's published service, safety, hygiene, conduct, and quality standards, as updated from time to time and incorporated by reference.

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2. INDEPENDENT-CONTRACTOR RELATIONSHIP

2.1. Independent contractor; no employment. You are an independent contractor. Nothing in this Agreement creates, and the parties expressly disclaim, any relationship of employer–employee, principal–agent, partnership, joint venture, franchise, or fiduciary between you and Lumora. You are not, and shall not represent yourself as, an employee, agent, partner, joint venturer, or representative of Lumora.

2.2. Control over means and methods. You alone control and are responsible for the manner, means, methods, sequence, timing, and details by which you perform Services, including all professional and technical judgments. Lumora may communicate outcome-oriented Standards, safety requirements, and Platform rules, but does not and will not direct or control how you perform your work.

2.3. Your own business. You perform Services in the course of your own independently established business, trade, or profession. You are free to accept or decline any Booking, to set your own schedule and availability, to maintain other clients and engagements (including through competing platforms or your own book of business, subject only to Section 5.6), and to determine where and when you work, subject to each Member's location and the requirements of your Credentials.

2.4. No benefits. You are not eligible for and waive any claim to any employee benefit of any kind from Lumora, including wages, overtime, minimum-wage guarantees, health insurance, paid leave, sick leave, vacation, retirement or pension contributions, workers' compensation, unemployment insurance, disability, or any other benefit. You acknowledge Lumora provides none of the foregoing and pays no employer-side payroll taxes on your behalf.

2.5. Taxes. You are solely responsible for reporting and paying all federal, state, and local taxes arising from amounts you receive through the Platform, including self-employment tax, income tax, and any applicable sales or service tax. Lumora does not withhold taxes. Where required by law, Lumora (or its payment processor) may issue an information return (e.g., IRS Form 1099-K or 1099-NEC); you are responsible for providing accurate taxpayer information (e.g., a Form W-9) and for any consequences of failing to do so, including backup withholding.

2.6. Tools, supplies, and transportation. You supply, at your own expense, all tools, equipment, products, disposables, sanitation supplies, personal protective equipment, licensing and permit fees, continuing education, professional attire, and transportation necessary to perform Services, including all costs of traveling to and from Mobile appointments. Lumora does not reimburse business expenses.

2.7. No authority to bind. You have no authority to enter into any contract, incur any obligation, make any representation, or otherwise act in the name of or on behalf of Lumora. You shall not hold yourself out as having such authority.

2.8. Classification cooperation. You agree that you have entered this relationship voluntarily as an independent contractor and that you will not seek reclassification inconsistent with this Section. If any Governmental Authority or court determines that any employment-type obligation is owed, the parties will cooperate to conform the relationship prospectively, and Section 7 (Indemnification) applies to liabilities arising from your own misrepresentation of your status. [COUNSEL NOTE: worker-classification law varies materially by state (e.g., "ABC" tests, marketplace-contractor statutes); confirm this Section and the operational facts satisfy the applicable test in each Jurisdiction.]

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3. LICENSING & CREDENTIALING — REPRESENTATIONS, WARRANTIES, AND ONGOING OBLIGATIONS

This Section is a material inducement to Lumora entering this Agreement. Your Credentials — valid and in good standing in EVERY Jurisdiction where you accept Bookings — are a condition of participation. A lapse, gap, or misrepresentation is a material breach and grounds for immediate suspension or termination under Section 10.

3.1. Core licensing representation and warranty. You represent, warrant, and covenant that, at the time you accept this Agreement and continuously for so long as you participate on the Platform:

    (a) You hold all Credentials required to lawfully offer and perform each and every Service you make available on the Platform;

    (b) Each such Credential is current, valid, unrestricted, and in good standing with the relevant Governmental Authority;

    (c) Each Credential is valid and in good standing in every single Jurisdiction — each state, county, city, and locality — in which you will offer or accept a Booking, whether the Booking is performed Mobile or In-Office; and

    (d) You are not subject to any pending, threatened, or unresolved disciplinary action, investigation, complaint, consent order, probation, restriction, suspension, revocation, or surrender of any Credential.

3.2. The multi-state obligation is strict. You expressly acknowledge that a Credential valid in one state confers no authority to perform Services in another state, and that many Services require separate, state-specific licensure, reciprocity, endorsement, or local registration. You may not accept a Booking in any Jurisdiction unless you independently hold every Credential that Jurisdiction requires, in good standing, at the time of the Booking. It is your sole responsibility — not Lumora's — to determine, obtain, and maintain the correct Credentials for each Jurisdiction, including for any Mobile Booking performed at a Member's location. Lumora's listing, matching, or facilitation of a Booking is not a representation that you are properly licensed for it.

3.3. Per-Jurisdiction credential matrix (Schedule A). As a condition of onboarding and continuing participation, you shall complete and keep current the Per-Jurisdiction Credential Matrix in Schedule A, listing, for each Jurisdiction in which you will accept Bookings and each Service you offer: the state and locality; the Service category; the license/certification type; the issuing Governmental Authority; the license/registration number; the issue and expiration dates; and the current status. You warrant that Schedule A is complete and accurate and shall update it before accepting any Booking in a Jurisdiction or for a Service not already listed. Lumora may restrict you to the Jurisdictions and Services documented in Schedule A.

3.4. Ongoing duty to maintain. You shall, at your own expense, maintain, timely renew, and keep in good standing every Credential, and complete all continuing education and other conditions of licensure, for as long as you participate on the Platform.

3.5. Immediate notice of adverse events. You shall notify Lumora in writing within seventy-two (72) hours (or sooner where required by law or the safety of a Member is implicated) of any of the following, in any Jurisdiction: (a) the expiration, lapse, suspension, revocation, surrender, downgrade, or non-renewal of any Credential; (b) any disciplinary action, investigation, complaint, or inquiry (whether by a Governmental Authority, a client, or otherwise) relating to your Services, conduct, or fitness to practice; (c) any citation, consent order, probation, or restriction; (d) any criminal charge or conviction; or (e) any event that would make any representation in this Section untrue. Pending resolution, Lumora may suspend your access under Section 10.

3.6. Authorization to verify. You authorize Lumora and its designated agents to verify your Credentials, license status, and disciplinary history directly with any Governmental Authority, licensing board, primary-source verification service, or background-screening provider, at any time and from time to time, and to re-verify on renewal or on any indication of a lapse. You shall promptly provide any information, documentation, and consents (including board-specific authorization forms) Lumora reasonably requests to complete verification. You release Lumora from liability for actions taken in good-faith reliance on verification results, and you release the verifying authorities to the extent permitted by law.

3.7. No practice outside license. You shall not offer or perform any Service, or any component of a Service, for which you do not hold the required Credential in the applicable Jurisdiction, and shall not permit any unlicensed person to perform Services under your Booking.

3.8. Consequence of lapse or misrepresentation. Any lapse, gap, expiration, restriction, suspension, or revocation of a Credential, or any misrepresentation or omission in this Section 3 or Schedule A, is a material breach and constitutes grounds for immediate suspension and/or termination under Section 10, without limiting Lumora's other remedies, including indemnification under Section 7.

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4. SCOPE OF PRACTICE & PROFESSIONAL STANDARDS

4.1. Within scope only. You shall perform only those Services that are (a) within the scope of your Credentials, (b) permitted in the applicable Jurisdiction, and (c) within the non-medical Service categories authorized on the Platform. You shall at all times comply with the practice-act, scope-of-practice, and board rules governing your profession in each Jurisdiction.

4.2. Compliance with law and codes. You shall comply with all applicable laws, regulations, ordinances, and board rules, including cosmetology, barbering, esthetics, massage-therapy, and public-health requirements; sanitation, disinfection, and infection-control codes; equipment and product-safety rules; and local permitting requirements (including any Mobile/on-location practice rules). You shall maintain sanitary conditions, use clean and properly disinfected implements, and follow universal precautions.

4.3. Standards of practice. You shall perform Services in a professional, competent, and workmanlike manner consistent with the prevailing standard of care in your profession and with Lumora's Standards. You shall use only products and equipment that are lawful, safe, properly labeled, and appropriate for the Service, and shall conduct appropriate consultations, patch tests, and contraindication screening where professionally indicated.

4.4. NON-MEDICAL SCOPE ONLY. The Platform, under this Agreement, is limited to non-medical beauty and wellness Services. You shall not offer or perform, through the Platform, any Medical Procedure, including: injectables (neuromodulators/toxins, dermal fillers), IV therapy or injections, prescription products, microneedling that penetrates the living dermis where regulated as medical, laser or energy-based procedures where regulated as medical, medical-grade chemical peels beyond your license, diagnosis, or any procedure requiring physician oversight, a good-faith medical examination, or a medical license or delegation. You shall not provide medical advice, diagnosis, or treatment. Any medical or prescriptive program is separate, is not authorized under this Agreement, and may be offered only under a distinct written agreement and credentialing program that Lumora may establish in the future.

4.5. Referrals and escalation. Where a Member presents a condition outside your scope or a suspected adverse or medical event, you shall decline or discontinue the Service, refrain from acting beyond your scope, advise the Member to seek appropriate professional or medical care, and, in an emergency, direct the Member to call 911 or emergency services.

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5. BOOKINGS, PRICING, DEPOSITS, COMMISSION & PAYOUTS

5.1. How Lumora facilitates. The Platform enables Members to discover you, request Bookings, and communicate, and enables Lumora to facilitate payment. Lumora does not guarantee any volume of Bookings, Members, revenue, or referrals (Section 8.4). You are free to accept or decline any Booking. A binding engagement for Services is formed between you and the Member upon Booking confirmation; Lumora is not a party to that engagement and is not responsible for its performance.

5.2. Pricing. You set your own prices for your Services, including any premium for Mobile (on-location) service, subject to the Platform's pricing fields and any published parameters. Prices displayed to Members may be shown as estimates; the applicable price is the one confirmed at Booking. You are responsible for the accuracy of your listed pricing and for any applicable taxes on your Services.

5.3. Platform Commission. In consideration of the Platform, facilitation, and payment services, Lumora retains a Platform Commission of [__]% (currently [15]%) of each Booking's transaction amount (implemented as the payment processor's application fee on a destination charge), which may be tiered or adjusted for subscription/founding status or promotions as disclosed to you. The applicable commission rate will be shown or made available before you accept a Booking. Lumora may change the commission structure prospectively on [30] days' notice; continued acceptance of Bookings after the effective date constitutes acceptance.

5.4. Deposits. To confirm a Booking and reduce no-shows, the Platform may capture a Member deposit (currently targeted at [20]% of the Booking price) at the time of Booking. The deposit is applied toward the Booking price. Deposit capture, application, and any forfeiture on cancellation are governed by the Platform's then-current deposit and cancellation policy.

5.5. Payouts. Lumora, through its payment processor, remits your share — the Booking proceeds less the Platform Commission and less any processing fees, refunds, chargebacks, adjustments, or amounts required by law — to your own Payout Account. You must establish and maintain a Payout Account in good standing (including completing the processor's identity, tax, and banking verification) to receive funds; you are subject to the processor's own terms. Payout timing follows the processor's standard schedule. You authorize Lumora and the processor to debit, offset, or reverse amounts from your Payout Account or future payouts to recover refunds, chargebacks, deposits owed back to Members, overpayments, or amounts you owe under this Agreement.

5.6. No circumvention / anti-disintermediation. For any Member introduced to you through the Platform, you shall not, during your participation and for [12] months after the last Booking with that Member, directly or indirectly solicit, arrange, accept payment for, or perform Platform-category Services with that Member off-Platform for the purpose of avoiding the Platform Commission or Platform terms. You shall not solicit Members to transact off-Platform, share off-Platform payment details to circumvent the Platform, or use Member Data for off-Platform solicitation. This Section does not restrict your independent clients obtained outside the Platform. [COUNSEL NOTE: confirm scope, duration, and enforceability of this restrictive covenant under [STATE] and each operating state's law.]

5.7. Cancellations, refunds, and chargebacks. Cancellations, rescheduling, no-shows, refunds, and disputes are handled under the Platform's then-current policies, which you agree to honor. Lumora may, in its reasonable discretion and consistent with law, card-network rules, and its policies, issue refunds or resolve disputes and chargebacks, and may offset the corresponding amounts against your payouts. You are responsible for the quality and delivery of your Services and for the portion of any refund or chargeback attributable to your Services, conduct, cancellation, or breach.

5.8. Accurate records. You shall maintain accurate records of Services performed through the Platform as required by law and reasonably requested by Lumora for tax, audit, verification, or dispute purposes.

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6. MEMBER SAFETY & PROFESSIONAL CONDUCT

6.1. Professionalism. You shall treat every Member with courtesy, discretion, and respect; arrive prepared and on time; present professionally; and conduct yourself consistent with a luxury, trust-first service standard.

6.2. Hygiene and safety. You shall maintain rigorous personal and equipment hygiene, follow all sanitation and infection-control requirements (Section 4.2), and take reasonable precautions for the safety of the Member and yourself at every appointment.

6.3. Eligibility and background screening. As a condition of participation, you consent to identity verification and background screening (criminal, licensing, and sanctions/exclusion checks) at onboarding and periodically thereafter, to the extent permitted by law (including the Fair Credit Reporting Act and applicable state analogs, for which separate disclosures and authorizations may be required). You represent that you are legally eligible to perform Services and are not listed on any applicable disqualifying, sex-offender, or exclusion registry that would bar you from performing Services or from unsupervised contact in private settings.

6.4. Non-discrimination. You shall not unlawfully discriminate against or harass any Member or other person on the basis of race, color, religion, national origin, sex, gender identity or expression, sexual orientation, age, disability, or any other characteristic protected by law. You shall provide Services free of harassment of any kind.

6.5. Mobile / home-visit conduct. For Mobile Bookings performed at a Member's home, hotel, or private venue, you shall: enter and remain only in the areas necessary to perform the Service; respect the Member's property, privacy, and household; bring and remove your own equipment and dispose of waste properly; refrain from any unauthorized recording; not consume alcohol or be impaired; not bring unauthorized guests; and immediately cease and leave if the Member withdraws consent or safety is compromised. You are solely responsible for your safety and property at Mobile appointments.

6.6. Prohibited conduct. You shall not engage in any sexual, exploitative, abusive, threatening, dishonest, intoxicated, or unlawful conduct in connection with any Booking or Member, and shall not perform Services while impaired.

6.7. Mandatory and prompt reporting. You shall comply with all mandatory-reporting obligations imposed by law (including, where applicable, reporting of suspected abuse or of communicable-disease and adverse-event conditions). You shall promptly notify Lumora of any Member injury, adverse reaction, safety incident, allegation of misconduct, or emergency arising in connection with a Booking, without waiving any legal reporting obligation you owe directly.

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7. INDEMNIFICATION

7.1. Your indemnity of Lumora. You shall defend, indemnify, and hold harmless Lumora and its affiliates, and their respective officers, directors, employees, contractors, and agents (the "Lumora Parties"), from and against any and all claims, demands, actions, investigations, liabilities, damages, losses, penalties, fines, settlements, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to:

    (a) the Services you offer or perform, or fail to perform, and any act or omission in connection with a Booking;

    (b) your negligence, gross negligence, recklessness, willful misconduct, fraud, or violation of law;

    (c) any failure to hold, maintain, or comply with any Credential, or any practice outside your license or scope, in any Jurisdiction;

    (d) any failure to obtain or maintain required insurance, or any denial of coverage;

    (e) any breach of this Agreement or of any representation or warranty herein (including Sections 2, 3, 4, and 6), or any misrepresentation or omission;

    (f) any injury to or death of any person, or damage to any property, arising from your Services or conduct;

    (g) any claim that you are or were an employee, or any claim for wages, benefits, taxes, or employment-related liabilities arising from your status or your misrepresentation thereof;

    (h) any unauthorized use or disclosure of Member Data or Confidential Information, or violation of privacy law, by you; and

    (i) any tax, licensing, permitting, or regulatory liability arising from your business or Services.

7.2. Procedure. Lumora will provide reasonable notice of a claim subject to indemnification; provided that failure to give prompt notice reduces your obligation only to the extent you are actually prejudiced. Lumora may participate in its defense with its own counsel at its own expense, and you shall not settle any claim in a manner that imposes any obligation or admission on any Lumora Party without Lumora's prior written consent. Lumora may assume control of the defense of any claim that could affect the Platform, other Professionals, Members, or the Lumora brand, at your expense.

7.3. Survival. This Section 7 survives termination of this Agreement.

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8. DISCLAIMERS, LIMITATION OF LIABILITY & NO GUARANTEE OF REFERRALS

8.1. Platform provided "as is." The Platform is provided "as is" and "as available." To the fullest extent permitted by law, Lumora disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade, and does not warrant that the Platform will be uninterrupted, secure, or error-free.

8.2. Lumora is not the provider. You acknowledge that Lumora does not provide, supervise, control, or guarantee any Service, and is not responsible for the acts, omissions, quality, safety, or outcomes of any Service or of any Member. As between you and Lumora, you bear sole professional and legal responsibility for your Services.

8.3. Limitation of liability. To the fullest extent permitted by law: (a) in no event will any Lumora Party be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost bookings, lost goodwill, or business interruption, even if advised of the possibility; and (b) the aggregate liability of the Lumora Parties to you arising out of or relating to this Agreement or the Platform will not exceed the total Platform Commission actually retained by Lumora on your Bookings during the [three (3)] months immediately preceding the event giving rise to the claim. Some jurisdictions do not allow certain limitations; those limitations apply to the maximum extent permitted.

8.4. No guarantee of referrals or earnings. Lumora makes no representation, warranty, or guarantee regarding the number or value of Bookings, Members, referrals, leads, placement, visibility, ranking, or earnings you will receive. Any figures are illustrative, not promises. Placement and matching are determined by Lumora's discretion, Member choice, availability, and other factors, and may change at any time.

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9. CONFIDENTIALITY & MEMBER DATA / PRIVACY

9.1. Confidentiality. You shall hold all Confidential Information in confidence, use it solely to perform Services and participate on the Platform, and not disclose it except as required to perform a Booking or by law. This obligation survives termination.

9.2. Member Data — lawful, limited use. Member Data is entrusted to you only to perform the applicable Booking. You shall: (a) access and use Member Data solely to provide the requested Service and communicate about it; (b) not sell, rent, share, or use Member Data for your own marketing or any secondary purpose except as expressly permitted and consistent with the Member's consent and applicable law; (c) protect Member Data with reasonable administrative, technical, and physical safeguards; (d) collect only what is necessary; (e) comply with all applicable privacy and data-protection laws (including, as applicable, CCPA/CPRA and other state privacy laws, and TCPA/CAN-SPAM for any messaging); and (f) not attempt to re-identify, aggregate, or misuse Member Data.

9.3. No sensitive/health information beyond scope. Because these are non-medical Services, you shall not solicit or retain health information beyond what is necessary and appropriate for a non-medical Service (e.g., allergy or sensitivity screening, contraindications). Any information you do handle must be treated as confidential and protected. You shall not represent that any data handling is HIPAA-compliant unless a separate agreement so provides.

9.4. Incident notice. You shall notify Lumora without undue delay and within [48] hours of any actual or suspected loss, theft, unauthorized access to, or unauthorized disclosure of Member Data or Confidential Information in your possession or control, and shall cooperate with investigation and remediation. You are responsible for your own breach-notification obligations to the extent the law imposes them on you directly.

9.5. Return or deletion. On termination or on request, you shall return or securely delete Confidential Information and Member Data in your possession, except records you must retain by law, which remain subject to Sections 9.1–9.2.

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10. TERM, SUSPENSION & TERMINATION

10.1. Term. This Agreement begins on the date you accept it and continues until terminated under this Section.

10.2. Termination for convenience. Either party may terminate this Agreement, or your participation, for any or no reason on [14] days' written notice, subject to completion or orderly reassignment of any Bookings already confirmed.

10.3. Immediate suspension or termination by Lumora. Notwithstanding Section 10.2, Lumora may immediately suspend or terminate your access, remove your listings, and/or cancel pending Bookings, without prior notice, if:

    (a) any Credential lapses, expires, is suspended, restricted, revoked, or is not in good standing in any Jurisdiction, or you accept a Booking outside your licensed Jurisdiction or scope;

    (b) any required insurance lapses, is cancelled, or falls below the required limits, or you fail to provide a current certificate;

    (c) there is a Member-safety concern, injury, credible complaint, allegation of misconduct, or disciplinary/criminal matter;

    (d) you materially breach this Agreement, misrepresent any fact, or violate the Standards or applicable law; or

    (e) Lumora reasonably determines suspension is necessary to protect Members, other Professionals, the public, or the Company.

10.4. Effect of termination. On termination: your right to access the Platform and accept Bookings ends; Lumora will facilitate settlement of amounts properly earned on completed Bookings, subject to offsets under Section 5; and you shall cease using Lumora's marks, Member Data, and Confidential Information. Termination does not relieve either party of obligations accrued before termination.

10.5. Survival. Sections 1, 2.4–2.8, 3.6, 5.5–5.8, 6.7, 7, 8, 9, 10.4–10.5, 11.3, and 12, and any provision that by its nature should survive, survive termination.

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11. INTELLECTUAL PROPERTY & CONTENT LICENSE

11.1. Lumora IP. The Platform, and all Lumora names, logos, trademarks, trade dress, and content, are owned by Lumora or its licensors. You receive only a limited, revocable, non-exclusive, non-transferable license to use the Platform to offer and perform Services during your participation. You acquire no ownership in Lumora's IP and shall not use Lumora's marks except as expressly authorized.

11.2. Your content; license to Lumora. You retain ownership of the portfolio images, descriptions, and other content you upload ("Your Content"). You grant Lumora a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, adapt, display, and use Your Content to operate, market, and promote the Platform and your Services. You represent and warrant that you own or have all rights to Your Content, that it is accurate and not misleading, and that its use does not infringe any third party's rights or violate any law, and that you have obtained any necessary consents and releases (including model/photo releases and any Member's consent) for any person depicted. You shall not upload another person's before/after or work as your own.

11.3. Reviews and feedback. Member reviews, ratings, and feedback about you may be collected, displayed, and used by Lumora. You shall not offer incentives for, fabricate, manipulate, or suppress reviews, or retaliate against a Member for a review. Feedback you provide to Lumora about the Platform may be used by Lumora without restriction or obligation.

11.4. Publicity. Lumora may reference your name, business name, professional headshot, Service categories, and Jurisdiction to market the Platform, consistent with this Agreement, revocable on termination going forward.

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12. DISPUTE RESOLUTION, GOVERNING LAW & GENERAL PROVISIONS

12.1. Governing law. This Agreement is governed by the laws of the State of [STATE], without regard to its conflict-of-laws rules, except that the Federal Arbitration Act governs Section 12.2.

12.2. Binding arbitration. Except as provided in Section 12.4, any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform (a "Dispute") shall be resolved by final and binding individual arbitration administered by [JAMS / American Arbitration Association] under its then-current [commercial/employment-adjacent] rules, before a single arbitrator, seated in [COUNTY, STATE] (or by remote/virtual proceeding). The arbitrator decides all issues, including arbitrability, except as reserved to a court in Section 12.3. Judgment on the award may be entered in any court of competent jurisdiction. You and Lumora each waive the right to a jury trial. [COUNSEL NOTE: confirm enforceability, cost-allocation, consumer/independent-contractor arbitration rules, and any required opt-out or notice provisions under applicable law; consider a pre-arbitration informal-resolution and notice-of-dispute step.]

12.3. Class-action and representative-action waiver. All Disputes shall be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of a class or representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court, and the remainder shall remain in arbitration. The enforceability of this Section 12.3 is for a court, not the arbitrator, to decide.

12.4. Exceptions. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect Confidential Information, Member Data, or intellectual property, or to enforce Sections 5.6, 9, or 11, without waiving arbitration of any other matter.

12.5. Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remaining provisions remain in full force.

12.6. Entire agreement. This Agreement, including its Schedules and the policies and Standards incorporated by reference, is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings. In the event of a conflict, the body of this Agreement controls over a Schedule unless the Schedule expressly states otherwise.

12.7. Amendment. Lumora may modify this Agreement or the Standards prospectively by posting an updated version and/or providing notice; your continued participation or acceptance of Bookings after the effective date constitutes acceptance. Material changes will be identified as such.

12.8. Assignment. You may not assign or delegate this Agreement or any Booking without Lumora's prior written consent; any attempt is void. Lumora may assign this Agreement to an affiliate or successor.

12.9. No waiver. No failure or delay in exercising any right is a waiver, and no waiver is effective unless in writing.

12.10. Notices. Notices to you may be given through the Platform or to the email or address on file; notices to Lumora shall be sent to [LEGAL ENTITY NAME], [NOTICE ADDRESS] and to concierge@lumora.luxe (or the then-current legal-notice contact). Notice is effective on delivery or, for electronic notice, on transmission.

12.11. Force majeure. Neither party is liable for delay or failure due to causes beyond its reasonable control.

12.12. Independent legal advice. You acknowledge that you have had the opportunity to review this Agreement and to seek independent legal, tax, and insurance advice, and that you enter it knowingly and voluntarily.

12.13. Relationship of documents. This Agreement governs your relationship with Lumora as a Professional. The Member-facing Terms of Use, Privacy Policy, and any consent documents govern Members and Platform users generally and are provided for context.

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13. ACKNOWLEDGMENT & ELECTRONIC SIGNATURE

By checking "I have read, understood, and agree to the Lumora Luxe Professional Services Agreement," by electronically signing below, or by completing onboarding and/or accepting a Booking, you the Professional acknowledge and agree that:

• You have read and understood this Agreement, including the independent-contractor terms (Section 2), the multi-state licensing representations (Section 3), the insurance requirements (Schedule B), the indemnification obligations (Section 7), and the arbitration and class-action waiver (Section 12);
• Every representation and warranty you make is true and complete, and Schedule A is accurate;
• You intend your electronic acceptance to have the same legal effect as a handwritten signature under the E-SIGN Act and applicable state law; and
• You will maintain your Credentials and insurance in good standing in every Jurisdiction for as long as you participate.

For Lumora Luxe: [LEGAL ENTITY NAME] · By: ______________ · Title: ______________ · Date: ____________

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SCHEDULE A — PER-JURISDICTION CREDENTIAL MATRIX

You must complete a row for every Service you offer in every Jurisdiction (state and locality) in which you will accept Bookings, and keep this Schedule current at all times. You may not accept a Booking for any Service or in any Jurisdiction not listed here with a valid, in-good-standing Credential. See Section 3.

Professional's attestation: I certify that the above is complete and accurate as of the date signed, that each listed Credential is valid and in good standing, and that I will update this Schedule before accepting any Booking for a Service or in a Jurisdiction not listed. Signed: __________________ Date: __________

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SCHEDULE B — INSURANCE REQUIREMENTS

You must obtain and continuously maintain, at your own expense, the insurance below, valid in each Jurisdiction where you perform Services, and provide proof before your first Booking and on each renewal. Lapse is grounds for immediate suspension under Section 10. See Sections 3.8 and 7.1(d).

1. Required coverages and minimum limits (bracketed limits to be confirmed by counsel/broker):

2. Validity in each Jurisdiction. Coverage must be in force and applicable in every state and locality where you perform Services, including for Mobile (on-location) work at Members' homes, hotels, and private venues.

3. Additional insured. Where commercially available, you shall name [LEGAL ENTITY NAME] d/b/a Lumora Luxe (and such affiliates as Lumora designates) as an additional insured on your Commercial General Liability policy, and shall provide coverage on a primary and non-contributory basis where commercially available.

4. Certificates of insurance (COI). You shall provide a valid certificate of insurance evidencing the required coverages (a) at onboarding, before your first Booking, and (b) upon each renewal or expiration, and (c) upon Lumora's reasonable request. The COI shall reflect insurer, policy numbers, limits, effective/expiration dates, and additional-insured status.

5. Insurer quality. Coverage should be placed with insurers reasonably acceptable to Lumora (e.g., rated [A- / VII or better by A.M. Best]), subject to counsel confirmation.

6. Notice of cancellation, lapse, or reduction. You shall notify Lumora in writing within [72] hours (and in any event before your next Booking) of any cancellation, non-renewal, material reduction, exhaustion, or lapse of any required coverage, and shall not perform Services while uninsured.

7. No waiver. Maintaining insurance does not limit your indemnification or other obligations under this Agreement; insurance is a floor, not a cap.

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SCHEDULE C — AUTHORIZED (NON-MEDICAL) SERVICE CATEGORIES

The Platform authorizes only non-medical beauty and wellness Services within your license and scope, including: eyelash and eyebrow services; makeup artistry; esthetics and non-medical skin care; hair services; and massage therapy (final list to be set by Lumora). Excluded (not authorized under this Agreement): all Medical Procedures per Section 4.4, including injectables, IV therapy, prescriptions, and any procedure requiring medical licensure, delegation, physician oversight, or a good-faith medical examination. A separate medical program, if established, will be governed by a distinct agreement.

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End of DRAFT. Counsel must finalize all bracketed terms, validate multi-state licensing and insurance mechanics, worker-classification provisions, arbitration/class-waiver enforceability, and privacy/data terms in each operating Jurisdiction before use.