VISTYLE

1. Payment Processing and Onboarding

1.1. Payment Processor Integration:

ViStyle utilizes Stripe Connect (specifically, the Express Dashboard) for all payment processing services. Your onboarding and the creation of your Reviewer account are conducted through the Stripe Connect platform.

1.2. Data Responsibility:

By initiating the onboarding process, you acknowledge and agree that Stripe is solely responsible for the processing and validation of all personal and financial data you provide within the Stripe platform.

1.3. Acceptance of Stripe Terms:

By enrolling as a Reviewer and connecting your account, you explicitly agree to be bound by the Stripe Connected Account Agreement, which includes the Stripe Terms of Service. You acknowledge that failure to accept or adhere to these external terms may result in your inability to receive payments and the suspension or termination of your Reviewer account on the Platform.

1.4. Documentation and Verification (KYC):

ViStyle reserves the right, at any time, to request additional documentation regarding your personal identity, company or business registration, and/or fiscal status, whether for compliance with internal ViStyle policies, Stripe requirements, or any applicable legal or regulatory obligations. Failure to provide the requested documentation in a timely manner may result in the suspension of your Payouts and/or Reviewer account.

2. Merchant of Record Status

2.1. ViStyle as Merchant of Record:

You acknowledge and agree that ViStyle acts as the Merchant of Record for all transactions occurring on the Platform. This means that ViStyle is legally responsible for the transaction with the end-customer and it will invoice the customer on behalf of the reviewer.

3. Service Fees, Commission, and Third-Party Fees

3.1. Setting Service Fees and Tiers:

The Reviewer is solely responsible for and has full freedom to set their own price (the "Service Fee") for outfit review services offered on the Platform. The Reviewer may establish a maximum of three (3) distinct pricing tiers. Each tier must be explicitly linked to a guaranteed completion window (e.g., 24 hours, 48 hours) from the time the service is requested by the customer. When setting the price, the Reviewer must take into account all due fees and taxes, including the commission due to ViStyle.

3.2. Currency:

The Service Fee must be set in a single currency (e.g., USD, EUR, RON) available on the Platform at the time of setting the price. The list of supported currencies is subject to change at ViStyle's discretion.

3.3. ViStyle Commission:

ViStyle shall retain a commission (the "ViStyle Commission") from the gross amount of each successful transaction processed for services rendered by the Reviewer.

• Commission Rate: The initial ViStyle Commission rate is [Insert Percentage]%.
• Discounts: ViStyle, at its sole discretion, may offer reduced commission rates or discounts to specific Reviewers.
• Modification: ViStyle reserves the right to modify the ViStyle Commission rate. Any such change will be preceded by a minimum 15-day notice period communicated to Reviewers. Rules provided at point 13.3 below regarding acceptance of changes are fully applicable.

3.4. Stripe Transaction Fee:

In addition to the ViStyle Commission, Stripe shall deduct a separate transaction fee (the "Stripe Fee") from the gross amount of each transaction. This fee is determined by Stripe and shall be entirely borne by the Reviewer. The specific details and amount of the Stripe Fee will be visible on the transaction details.

4. Payouts and Payment Cycle

4.1. Payout Aggregation:

All successful review transactions that were completed in a given month (e.g., January 1st to January 31st) shall be aggregated for payout.

A review transaction is considered successful if:

• the review was submitted to the customer in the agreed timeframe, or
• the review was submitted to the customer with delay, within the 7-days overdue timeframe, but the customer decided to pay for the services even though they were rendered with a delay. Please note that in this situation the customer is under no legal obligation to validate the payment, and ViStyle will only take into account for the aggregated payout the payments that have been validated by the customer and processed by the end of the previous month.

4.2. Payout Initiation Date:

ViStyle shall initiate the transfer of the net aggregated amount (the "Payout") to the Reviewer on the 15th day of the following month (e.g., February 15th for all January transactions).

4.3. Transfer Period:

Once the Payout is initiated, funds may take a maximum of ten (10) additional days to be credited to the Reviewer's designated bank account (provided a valid bank account has been successfully linked via Stripe).

4.4. Stripe Holding Period Exception:

The Reviewer acknowledges that a successful transaction from the preceding month may occasionally not be included in the Payout due to Stripe's internal policies regarding funds storage for security purposes. This holding period is defined by Stripe, is not standard, and depends on factors such as the payment method and country of origin. In such exceptional cases, the transaction amount will be carried over and included in the following month's Payout. The likelihood of this occurrence is considered minimal.

5. Financial Reporting and Tax Obligations

5.1. Reviewer Fiscal Responsibility:

The Reviewer is one hundred percent (100%) responsible for all their fiscal and tax obligations. This includes the sole obligation to create and issue their own invoices, receipts, or any other documents required for compliance with applicable tax laws, as well as the obligation to declare and pay all due taxes for their revenue.

5.2. Monthly Payout Report:

ViStyle shall provide the Reviewer with a monthly report on the Payout Initiation Date (the 15th of the month) detailing all transactions included in that Payout. This report shall contain all necessary information for the Reviewer to ensure fiscal compliance: Review ID, Payment ID, Gross Amount, Currency, ViStyle Commission Amount, ViStyle Commission Percentage, Stripe Fee Amount, Net Amount, Payment Successful at Date, and Review Completed at Date.

5.3. Invoicing ViStyle (S.R.L.):

The Reviewer is solely responsible of invoicing ViStyle for the services provided, as per the rules and regulations applicable to them. If, after the Payout initiation (the 15th of the month), the Reviewer creates a tax invoice where ViStyle S.R.L. is designated as the client:

• The Reviewer must send a copy of that invoice to contact@vistyleapp.com.
• Alternatively, if the Platform supports an automated invoicing method, the Reviewer must generate the invoice directly within the Platform.

ViStyle reserves the right to verify the validity of all invoices and the accuracy of the data and amounts contained therein.

6. Refunds and Cancellations

6.1. Mandatory Refunds:

You acknowledge that a full refund of the Service Fee will be processed to the customer if you reject an order or if the review is not completed within the guaranteed time window specified in your Service Fee Tier. This refund policy is in place to protect the customer and ensure service level adherence.

6.2. Effect on Payout:

Any transaction that results in a refund (due to non-completion or other valid reasons as per the general Terms and Conditions) will be deducted from your aggregated earnings prior to the initiation of the Payout. If a refund is processed after the relevant Payout has been initiated, the deducted amount will be reflected in the subsequent month's Payout.

7. Service Quality, Feedback, and Platform Management

7.1. Customer Feedback and Rating:

Following the completion of a review, customers are entitled to provide public feedback, including a 1-to-5 star rating and an optional message. This feedback is essential for maintaining service quality on the Platform.

7.2. Public Rating Calculation:

Your public profile will display an average feedback grade. This average is calculated by first averaging all individual review feedback per customer, and then averaging these per-customer averages.

7.3. Service Quality Management:

You acknowledge that your continued ability to offer services is contingent upon maintaining a high standard of quality, as reflected in customer feedback, timely completion of reviews, and adherence to the Platform's Community Guidelines.

7.4. Account Downgrade and Suspension:

ViStyle reserves the right, at its sole discretion, to downgrade your Reviewer account or suspend your ability to provide services on the Platform based on:

• Failure to meet the guaranteed completion window specified for the chosen Service Fee Tier.
• Persistently low customer feedback ratings.
• Violations of the ViStyle Terms and Conditions or Community Guidelines or non-compliance with legal provisions.

8. Limitation of Liability and Content Disclaimer

8.1. Reviewer as Independent Contractor:

The Reviewer is an independent contractor. ViStyle is solely an intermediary platform and does not control the content or substance of the review services provided.

8.2. Customer-Submitted Content Risk:

ViStyle provides the tools for customers to submit posts (including images) for your review. You acknowledge that ViStyle has no technical or editorial control over the content submitted by customers.

8.3. Reviewer Action on Prohibited Content:

If you receive a post or content that violates the Platform's guidelines (e.g., content that is vulgar, violent, discriminatory, or not related to fashion), you are required to immediately report the post to ViStyle.

8.4. Indemnification and Emotional Impact:

ViStyle shall not be liable or responsible for any emotional impact, psychological distress, or other damages resulting from the nature or content of the posts submitted by customers to you for review. By agreeing to these terms, you assume the risk associated with receiving and reviewing unvetted user-submitted content.

9. Intellectual Property and Content Rights

9.1. License Grant:

By submitting, posting, or displaying any content, including but not limited to text reviews, images, or suggestions, on or through the Platform, you grant ViStyle a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such content in any and all media or distribution methods (now known or later developed).

9.2. Representation and Warranty:

You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any content that you submit.

10. Relationship and Indemnification

10.1. No Employment:

This Agreement does not create an employment relationship, partnership, joint venture, or agency relationship between you and ViStyle. You are acting solely as an independent contractor. You are not authorized to make any representations, warranties, or agreements on behalf of ViStyle.

10.2. Indemnification:

You agree to defend, indemnify, and hold harmless ViStyle, its affiliates, directors, officers, and employees from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:

• (a) Your use of and access to the Platform, including any data or content transmitted or received by you;
• (b) Your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above;
• (c) Your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; or
• (d) Any claim that you are an employee of ViStyle or claims related to your failure to pay income taxes, withholdings, social security contributions, or other required governmental payments.

11. Governing Law and Dispute Resolution

11.1. Governing Law:

These terms shall be governed and construed in accordance with the laws of Romania, without regard to its conflict of law provisions.

11.2. Jurisdiction:

You agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts located in Timișoara, Romania, and you hereby consent to the personal jurisdiction of such courts.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (except for the payment of money due and owing) to the extent such failures or delays are caused by causes beyond that party's reasonable control, including but not limited to acts of God, war, strikes, labor disputes, governmental restrictions, power failures, or acts of terrorism (a "Force Majeure Event"). The party affected by the Force Majeure Event shall provide notice to the other party as soon as practicable.

13. Modifications to this Agreement

13.1. Right to Modify:

ViStyle reserves the right, at its sole discretion, to modify or replace this Agreement at any time.

13.2. Material Changes:

If a revision is deemed material, ViStyle will provide Reviewers with at least 30 days' notice prior to any new terms taking effect. What constitutes a "material change" will be determined at ViStyle's sole discretion.

13.3. Acceptance of Changes:

By continuing to use the Platform and provide services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must cease using the Platform as a Reviewer.

13.4. Severability:

If a court or relevant authority decides that any section of these Terms is illegal, the remaining sections will remain in full force and effect.