Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Bailar, Inc., a Delaware corporation (successor by statutory conversion effective May 4, 2026 to Bailar LLC, a Florida limited liability company) (“Bailar,” “Company,” “we,” “us,” or “our”), governing your access to and use of the Bailar mobile application (“App”), website located at bailar.site (“Site”), and all related services, features, content, and functionality (collectively, the “Service”).

0. EEA / UK CONSUMER ADDENDUM

This Addendum applies only if you are a “consumer” (a natural person acting wholly or mainly outside your trade, business, craft, or profession) habitually resident in a member state of the European Economic Area (EEA) or in the United Kingdom (UK). Where this Addendum conflicts with any other provision of these Terms, this Addendum prevails for you. Nothing in these Terms, including this Addendum, deprives you of the protection of the mandatory provisions of the law of your country of habitual residence that cannot be derogated from by agreement.

0.1 No exclusion of liability for death or personal injury from negligence. Notwithstanding Sections 9, 14, and 20 (and any other limitation or release of liability in these Terms), nothing in these Terms excludes or limits Bailar’s liability for death or personal injury resulting from Bailar’s own negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under the law of your country of habitual residence. For UK consumers, this reflects section 65 of the Consumer Rights Act 2015. Any liability cap in Section 20 does not apply to a claim that mandatory local law does not permit to be capped.

0.2 Statutory consumer guarantees. Any digital service, marketplace booking, or paid feature Bailar supplies to you is supplied with the statutory guarantees that mandatory local law confers and that cannot be excluded — including, for UK consumers, that a service be performed with reasonable care and skill (Consumer Rights Act 2015 s.49), and, for EEA consumers, the conformity and remedy rights under Directive (EU) 2019/770 and Directive (EU) 2019/771 as transposed in your country. These guarantees are in addition to, and are not limited by, any “as is” or “as available” disclaimer elsewhere in these Terms.

0.3 Your right to sue in your home courts. Notwithstanding Section 22 (Arbitration) and Section 23 (Governing Law): if you are a consumer domiciled in an EEA member state, you may bring proceedings against Bailar in the courts of the state in which you are domiciled, and Bailar may bring proceedings against you only in those courts — if you are domiciled in an EU member state, in accordance with Articles 17–19 of Regulation (EU) No 1215/2012 (Brussels I bis); if you are domiciled in Norway or Iceland, in accordance with Articles 15–17 of the 2007 Lugano Convention; and, for any other EEA state, as a voluntary contractual grant by Bailar on the same terms. If you are a UK consumer, you may bring proceedings in the courts of the part of the UK in which you live, and the mandatory jurisdiction protections of UK law apply notwithstanding any contrary venue provision. The Miami-Dade County venue selection in Section 23 does not apply to you to the extent it conflicts with these mandatory rights.

0.4 Arbitration is optional for you. Section 22’s requirement of binding individual arbitration does not bind you as a pre-dispute obligation. After a dispute arises you may elect arbitration, but you are not required to, and you retain your right to bring your claim before the competent courts identified in Section 0.3. This reflects that a term requiring a consumer to take disputes exclusively to arbitration is treated as potentially unfair under the unfair-terms regime (EU Directive 93/13/EEC, Annex, paragraph 1(q), as transposed; UK Consumer Rights Act 2015, Part 2).

0.5 Governing-law floor. Bailar’s choice of Florida law in Section 23 does not deprive you of the protection of the mandatory consumer-protection rules of your country of habitual residence. If you are habitually resident in an EU member state, this preserves your choice-of-law protection under Article 6(2) of Regulation (EC) No 593/2008 (Rome I); if you are a UK consumer, the same protection applies under Regulation (EC) No 593/2008 as it forms part of UK law; and, for any other EEA state, Bailar grants the same floor as a voluntary contractual term.

0.6 Withdrawal / cancellation rights. Any statutory right of withdrawal or cooling-off period that applies to you under local law (for EEA consumers, the 14-day withdrawal right under Directive 2011/83/EU, subject to its exceptions for services fully performed with your prior express consent and for event and leisure bookings tied to a specific date) applies in addition to the Refund & Cancellation Policy referenced in Section 10, and prevails where it grants you more.

1. ELIGIBILITY

1.1 Minimum age. You must be at least 13 years of age everywhere — and at least the higher minimum age that applies in your country where local law sets one — to access or use the Service. Bailar maintains a per-country minimum-age table (summarized in Section 9.1 of the Privacy Policy); in countries whose law requires verified parental consent for minors to use a service like Bailar, the Service is currently not available to anyone under 18 (under 20 in Thailand). By accessing or using the Service, you represent and warrant that you meet the minimum age that applies to you, that you have the legal capacity to enter into these Terms (or, if you are a minor, that you do so with the involvement of a parent or legal guardian as described below), and that your use of the Service will not violate any applicable law or regulation.

1.2 Minors 13–17. If you are a minor permitted to use the Service under Section 1.1, you may use the Service subject to age-appropriate restrictions described in our Privacy Policy, Section 9. These include private-account defaults, restricted direct messaging, and the “Less” sensitive-content level. If you are 13–15, you receive the learning-focused experience described in Privacy Policy Section 9.3a — the rhythm game, dance library, academy lessons, and studio/class discovery, with social events, messaging, posting, and self-directed payments unavailable — and every private-lesson or class booking you request must be approved and paid for by a guardian linked through the Family Center (see Section 1.4). Because Bailar’s minimum age in each EU/EEA member state and the United Kingdom equals or exceeds that state’s digital age of consent under GDPR Article 8, Bailar does not rely on Article 8 parental consent. Bailar’s Family Center offers a consensual supervision arrangement (see Section 1.4); it is not a verified parental-consent mechanism.

1.3 No users under 13. The Service is not directed to children under 13. We do not knowingly create accounts for, collect personal information from, or otherwise process personal information about individuals under 13. If we determine an account belongs to a user under 13, we will close the account and delete the associated information.

1.4 Family Center for minors. A minor user (13–17) may invite a parent or guardian to act as a guardian through Bailar’s Family Center. The guardian may view the minor’s activity, set daily time limits and bedtime windows, and lock the minor’s sensitive-content setting. For a 13–15 user a linked guardian is required in order to book: the guardian reviews each requested lesson or class, confirms that a parent, guardian, or another trusted adult will accompany the minor, approves it, and pays from the guardian’s own account; receipts and refunds go to the guardian’s payment method. Unapproved requests expire automatically, and either party may cancel a pending booking request at any time. Before a guardian accepts the Family Center invitation, either party may cancel it; after a guardian link has been accepted, only the guardian may revoke it — a linked 13–17 minor cannot unilaterally remove an accepted guardian (until the minor turns 18), so a minor cannot quietly return to unsupervised use, consistent with Privacy Policy Section 9.4. When a guardian revokes the link, a 13–15 user’s ability to book new lessons or classes ends until a guardian is linked again.

1.5 If you are accessing or using the Service on behalf of a business, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms.

1.6 Restrictions on minor transactions. Where required by applicable law, including the Texas Securing Children Online through Parental Empowerment Act (HB 18), we restrict the purchases and financial transactions a known minor (13–17) may make through the Service — such as event tickets and merchandise — absent verifiable parental consent. Where your device app store provides an age or parental-consent signal, we may rely on it to apply these restrictions.

1.7 The Service is not available to any users who have been previously suspended or removed from the Service by Bailar.

2. ACCOUNT REGISTRATION AND SECURITY

2.1 To access certain features of the Service, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

2.2 You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify Bailar of any unauthorized use of your account.

2.3 You may not share your account credentials with any third party, and each account is for a single individual.

2.4 Bailar reserves the right to suspend or terminate your account at any time, for any reason or no reason, with or without notice.

2.5 Bailar has no obligation to verify the identity of any person accessing your account and will not be liable for any loss arising from your failure to maintain account security.

3. DESCRIPTION OF SERVICE

3.1 Bailar is a platform for discovering Latin dance events (including but not limited to salsa, bachata, kizomba, merengue, and reggaeton), connecting with dance instructors, sharing content related to dance culture, and engaging with the Latin dance community.

3.2 The Service may include: event listings and discovery; user profiles; messaging and communication features; photo and media sharing; instructor booking and scheduling; payment processing and facilitation; push notifications; location-based features; and related functionality.

3.3 Bailar reserves the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice, without liability.

4. USER CONTENT AND LICENSE GRANT

4.1 Definition. “User Content” means any and all content, data, information, text, messages, communications, photographs, images, videos, audio, graphics, files, links, reviews, ratings, feedback, comments, profile information, and any other material that you submit, upload, post, transmit, share, store, or otherwise make available through the Service, whether publicly posted or privately transmitted, including but not limited to content shared through direct messages, group chats, or any other communication feature.

4.2 Ownership. You retain ownership of your User Content. However, by making User Content available through the Service, you grant Bailar the license described in Section 4.3.

4.3 License Grant. You hereby grant to Bailar a worldwide, non-exclusive, irrevocable, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers), perpetual license to access, use, copy, reproduce, process, adapt, modify, translate, publish, transmit, display, distribute, create derivative works from, and otherwise exploit your User Content, in whole or in part, in any form, format, media, or media channel, whether now known or hereafter developed, without further notice, attribution, or payment to you or any other person or entity.

4.4 Scope. The license includes the right to use User Content for: (a) providing, operating, hosting, and improving the Service; (b) displaying your User Content to other users in the contexts you select (public profile, event listing, studio page, conversation thread); (c) content moderation, safety enforcement, fraud and abuse prevention, and CSAM detection and reporting; (d) indexing, categorizing, ranking, searching, and recommending content within the Service; (e) personalization and content recommendation within the Service; (f) tuning and evaluating the operational automated systems that deliver the Service (including ranking, search, recommendation, language detection, translation, accessibility, moderation, and fraud-and-abuse-pattern analysis); (g) producing aggregated, anonymized, or de-identified statistics and reports for internal product, operational, financial, security, and investor-reporting purposes; (h) backing up and archiving in encrypted disaster-recovery storage; (i) developing new features and functionality of the Service; (j) safety, security, and legal compliance, including responding to lawful legal process; and (k) other purposes consistent with the foregoing and disclosed in our Privacy Policy.

4.4.1 Limits on the license. The license does not include the right to: (a) sell, license, or otherwise commercialize your identifiable User Content to third parties as a standalone product; (b) train general-purpose foundation models for our own commercial sale, or for sale or sublicense to third parties, on your User Content or Communications; (c) use your User Content for cross-context behavioral advertising or for third-party targeted advertising; or (d) share private Communications outside the operational scope described in Section 5. Bailar routes inference on your content to a paid or enterprise vendor tier whose terms do not train the vendor’s underlying foundation models on the inputs Bailar sends, with a limited free-tier failover under which the vendor’s standard terms may permit use of inputs to improve its services (see the Subprocessors list).

4.5 Sub-licensing. Bailar may share User Content with service providers and subprocessors who process it on Bailar’s behalf to perform the operational purposes described in Section 4.4, under contractual confidentiality, security, and use-restriction obligations consistent with our Privacy Policy and the list of subprocessors published at bailar.site/legal/subprocessors. Bailar does not sub-license your User Content to third parties for those third parties’ own purposes.

4.6 Survival. The license survives termination of your account or these Terms to the extent necessary to: (a) operate legally-required records (transaction history, dispute records, CSAM reports); and (b) retain encrypted disaster-recovery backups for up to ninety (90) days after deletion, after which they are rotated out. When you delete your account, your posts, comments, and reviews are hidden immediately and removed as your account data is deleted; they are not kept publicly visible. Aggregated, anonymized, or de-identified data derived from your User Content may persist indefinitely in non-identifying form. Copies of User Content may persist in third-party platforms’ official embed caches outside Bailar’s control; see Section 4.9.

4.7 Representations. You represent and warrant that: (a) you own or have all necessary rights to submit your User Content and grant this license; (b) your User Content does not infringe any third party’s rights; (c) your User Content is not false, misleading, defamatory, or unlawful; and (d) your User Content complies with all applicable laws.

4.8 Removal. Bailar may, but is not obligated to, monitor, review, edit, remove, or disable access to any User Content at any time, without notice or liability.

4.9 Public Third-Party Content. The Service may display content that is publicly available on third-party platforms (including Instagram, YouTube, TikTok, and Facebook) by using each platform’s official embed mechanism (such as iframe embeds, oEmbed APIs, or equivalent). Bailar does not host, store, or redistribute the underlying media for such third-party embeds; the embedded content is served directly from the originating platform under that platform’s terms. If you are a rights holder and wish to remove an embed, you may: (a) remove or make private the underlying post on the source platform (which automatically removes the embed from Bailar); (b) claim the associated listing on Bailar and hide the embed from your studio dashboard; or (c) submit a notice through our DMCA reporting flow. Section 4.3 does not grant Bailar any rights to your content beyond what each source platform’s embed mechanism allows.

4.10 Studio Claim License. If you claim a studio listing on the Service, you represent that you are authorized to act on behalf of the business and you grant Bailar the license in Section 4.3 for any content you submit through the claim or ongoing management of the listing (including photos, schedules, descriptions, and replies to reviews). You further acknowledge that content you have publicly posted to third-party social platforms may be displayed on your studio page via each platform’s official embed mechanism, and you may hide or remove individual embeds from your studio dashboard at any time.

5. PLATFORM COMMUNICATIONS, DATA PROCESSING, AND MONITORING

5.1 Definitions. “Communications” means all messages, content, images, files, and data transmitted between users through messaging, chat, or other communication features, including direct messages, group messages, image sharing, and associated metadata.

5.2 All Communications are User Content and subject to the license grant and all provisions of Section 4.

5.3 Automated Processing. Bailar employs automated systems, artificial intelligence, machine learning, natural language processing, computer vision, content recognition, and other technologies (“Automated Processing”) to access, scan, collect, analyze, index, categorize, process, and store Communications and User Content on an ongoing and continuous basis.

5.4 Purposes. Automated Processing is used for: (a) detecting fraud, spam, abuse, harassment, and Terms violations; (b) identifying and reporting CSAM as required by law; (c) enforcing community guidelines; (d) protecting user safety and security; (e) content moderation and filtering; (f) language detection, translation, and accessibility features; (g) personalization and recommendations within the Service; (h) ranking, search, content categorization, and recommendation; (i) tuning and evaluating the operational automated systems described in this Section and in Section 4.4; (j) producing aggregated, anonymized, or de-identified statistics and reports for internal product, operational, financial, security, and investor-reporting purposes; and (k) other operational purposes consistent with Section 4.4 and the Privacy Policy. Automated Processing is not used to serve cross-context behavioral advertising or third-party targeted advertising, and Bailar does not use your content to train general-purpose foundation models for commercial sale or sublicense. For how the third-party AI inference vendors Bailar calls handle inputs — including the limited free-tier failover described in Section 4.4.1, under which a vendor’s standard terms may permit use of inputs to improve its services — see Section 4.4.1 and the Subprocessors page.

5.5 Human Review and Access. While Bailar primarily relies on Automated Processing, authorized Bailar personnel, contractors, agents, and designees may access, read, review, copy, and use Communications and User Content when reasonably necessary for: (a) responding to user reports, complaints, and support requests; (b) investigating potential violations of these Terms or applicable law; (c) complying with valid legal process, including subpoenas, court orders, warrants, and law enforcement requests; (d) cooperating with law enforcement and government agencies; (e) protecting the rights, property, or safety of Bailar, its users, or any third party; (f) resolving technical issues and errors; (g) evaluating, on a sampled and limited-purpose basis, the quality of Automated Processing systems; (h) quality assurance and content moderation review; (i) investigating fraud, abuse, or security incidents; (j) product research and operational analytics; (k) enforcing Bailar’s rights; and (l) any other purpose permitted by applicable law. Authorized personnel access logs are retained for audit and review.

5.6 Internal Policies. Bailar maintains internal policies governing access to Communications, including access controls, audit logging, and confidentiality obligations. The existence of internal policies does not limit Bailar’s rights under these Terms, and any failure to follow internal policies shall not give rise to any claim by you.

5.7 No Expectation of Privacy. YOU ACKNOWLEDGE AND AGREE THAT COMMUNICATIONS TRANSMITTED THROUGH THE SERVICE ARE NOT END-TO-END ENCRYPTED AND THAT BAILAR HAS THE TECHNICAL CAPABILITY AND CONTRACTUAL RIGHT TO ACCESS, READ, REVIEW, COPY, ANALYZE, PROCESS, AND USE ALL COMMUNICATIONS AND USER CONTENT AS DESCRIBED IN THESE TERMS. YOU SHOULD HAVE NO EXPECTATION OF PRIVACY WITH RESPECT TO ANY COMMUNICATIONS TRANSMITTED THROUGH THE SERVICE. DO NOT USE THE SERVICE TO TRANSMIT SENSITIVE PERSONAL INFORMATION INCLUDING SOCIAL SECURITY NUMBERS, FINANCIAL ACCOUNT NUMBERS, PASSWORDS, OR MEDICAL INFORMATION.

5.8 Consent and Waiver. BY USING THE MESSAGING OR COMMUNICATION FEATURES, YOU EXPRESSLY AND IRREVOCABLY CONSENT TO THE ACCESS, COLLECTION, PROCESSING, STORAGE, AND USE OF YOUR COMMUNICATIONS AS DESCRIBED IN SECTIONS 4 AND 5, AND YOU WAIVE ANY AND ALL CLAIMS ARISING UNDER ANY APPLICABLE LAW (INCLUDING WIRETAP LAWS, ELECTRONIC SURVEILLANCE LAWS, STORED COMMUNICATIONS LAWS, OR SIMILAR STATUTES) ARISING FROM BAILAR’S ACCESS TO OR USE OF YOUR COMMUNICATIONS, TO THE FULLEST EXTENT PERMITTED BY LAW.

5.9 Content Moderation. Bailar may, but is not obligated to, moderate, filter, screen, or review Communications. Bailar shall not be liable for any failure to moderate or for any action taken with respect to Communications.

5.10 Data Retention. Communications may be retained for such period as Bailar deems necessary. Deleted Communications may persist in backups, aggregated datasets, and derivative works. Bailar is not obligated to retain Communications for any minimum period.

5.11 Photos, Images, and Media. Photos, images, videos, and other media shared through Communications are User Content subject to the license in Section 4.3 as narrowed by Section 4.4 (including Section 4.4.1). Bailar may access, store, process, and analyze such media for content moderation, safety screening, CSAM detection, accessibility (such as alt-text generation), and the other operational purposes described in Sections 4 and 5. Bailar does not use media shared in private Communications to train general-purpose AI foundation models for commercial sale or sublicense, and does not sell or license such media as a standalone product; how third-party inference vendors handle media inputs (including the limited free-tier failover) is described in Section 4.4.1 and the Subprocessors page.

6. PROHIBITED CONDUCT

You agree not to, and will not assist or enable others to:

(a) Use the Service for any unlawful, fraudulent, or unauthorized purpose;
(b) Violate any applicable law or regulation;
(c) Harass, threaten, stalk, intimidate, bully, abuse, or harm any person;
(d) Post content that is defamatory, obscene, pornographic, hateful, discriminatory, or objectionable;
(e) Post, transmit, or distribute child sexual abuse material (CSAM);
(f) Impersonate any person or entity or misrepresent your identity or qualifications;
(g) Send spam, unsolicited advertising, or chain letters;
(h) Use the Service for unauthorized commercial purposes;
(i) Attempt unauthorized access to the Service, other accounts, or connected systems;
(j) Use bots, scrapers, crawlers, or automated means to access the Service without written consent;
(k) Interfere with or disrupt the Service’s infrastructure;
(l) Reverse engineer, decompile, or disassemble any aspect of the Service;
(m) Upload viruses, malware, or harmful code;
(n) Collect personal data of other users without consent;
(o) Facilitate illegal activities;
(p) Create multiple accounts to evade suspensions or bans; or
(q) Encourage or assist any third party in doing any of the foregoing.

7. EVENT LISTINGS AND THIRD-PARTY CONTENT

7.1 The Service may display event listings from third-party sources. Bailar does not guarantee accuracy, completeness, or timeliness of event information.

7.2 Event details may change without notice. You are solely responsible for verifying event details before attending.

7.3 Bailar is not an event organizer and is not responsible for any aspect of events listed on the Service.

8. INSTRUCTOR AND STUDENT TRANSACTIONS

8.1 Bailar acts solely as a platform to facilitate connections between instructors and students and is not a party to any agreement between them.

8.2 No Employment or Agency. Instructors are not employees, agents, or representatives of Bailar. No agency, partnership, joint venture, or employment relationship is created by these Terms.

8.3 Limited Verification. Bailar performs identity verification on instructors through a third-party identity-verification provider (currently Persona and/or Stripe Identity), which checks a government-issued photo ID against a live selfie. Every instructor applicant is asked to complete this identity verification; a cleared verification is required for automated approval and must be cleared before any instructor is eligible to teach minors. An application that does not clear automated verification is routed to human staff review, which may approve the instructor for adult-only teaching. This check confirms only that the person is who their ID says they are. Bailar does NOT verify an instructor’s or student’s credentials, qualifications, teaching experience, certifications, licenses, or insurance, and does NOT conduct criminal background checks or sex-offender-registry screening. Self-uploaded certificates (for example, CPR, first-aid, or safety credentials) are reviewed by Bailar staff for facial plausibility only; Bailar does not independently confirm them with the issuing body. You are solely responsible for evaluating any instructor or student beyond the identity check described here.

8.4 Assumption of Risk. You assume all risks associated with instructor-student interactions. Bailar is not responsible for quality of instruction, disputes, cancellations, injuries, or losses arising from user interactions.

9. PHYSICAL ACTIVITY AND HEALTH DISCLAIMER

9.1 Dance activities involve inherent risks of physical injury including sprains, strains, fractures, concussions, and other bodily injuries.

9.2 You represent that you are in adequate physical condition to participate in dance activities and have consulted a healthcare provider if necessary.

9.3 BAILAR IS NOT A HEALTHCARE PROVIDER AND DOES NOT PROVIDE MEDICAL ADVICE. BAILAR SHALL NOT BE LIABLE FOR ANY INJURY, ILLNESS, DEATH, OR HARM ARISING FROM DANCE ACTIVITIES OR FROM YOUR INTERACTIONS WITH OTHER USERS, WHETHER OR NOT DISCOVERED THROUGH OR FACILITATED BY THE SERVICE.

9.4 YOU VOLUNTARILY ASSUME ALL RISKS ASSOCIATED WITH DANCE ACTIVITIES, ATTENDING EVENTS, AND INTERACTING WITH OTHER USERS, AND RELEASE BAILAR FROM ALL LIABILITY ARISING THEREFROM.

10. PAYMENTS, MARKETPLACE ROLE, AND TAXES

10.1 Certain features require payment. By making a purchase, you agree to pay all applicable fees disclosed at checkout. Refunds and cancellations are governed by our Refund & Cancellation Policy.

10.2 App Store Purchases. Consumer in-app subscriptions (including the optional “No Ads” tier) are processed by Apple or Google and subject to their billing terms and refund policies. Bailar relies on RevenueCat to orchestrate Apple App Store and Google Play Billing receipts; we do not control Apple’s or Google’s refund decisions.

10.3 Marketplace transactions (event tickets, studio classes, instructor sessions). These are facilitated through Stripe’s Connect platform under a destination-charge architecture. For card-network and payment-processing purposes, Bailar’s platform Stripe account is the business of record on the charge — meaning Bailar’s account, not the Host’s, is the account Stripe and the card networks hold accountable for the charge itself, including Stripe’s processing fees, refund execution, and first-line chargeback and dispute handling. Bailar acts as the payment facilitator and the Host’s disclosed collection agent for the transaction: it operates the checkout and collects the buyer’s payment on behalf of the Host, retains its disclosed platform fee (currently 2.5% of the transaction amount), and remits the remainder to the host, studio, or instructor (collectively, the “Host”) through Stripe Connect, recovering any refund, chargeback, or reversal amount from the Host’s connected-account balance. Bailar collects as agent for the Host and does not buy and resell the underlying event, class, or session. Bailar is not a money transmitter or escrow agent for this purpose; Stripe, Inc. is the underlying regulated payment processor. Separately and distinctly from this payment-processing role, the Host is the seller and supplier of record of the underlying event, class, or session — responsible for its accuracy, safety, instructor conduct, venue conditions, and delivery, and for any sales, ticket, amusement, value-added (VAT), goods-and-services (GST), or similar tax applicable to that supply in the place where it is provided, except where Bailar has expressly enabled marketplace-facilitator tax collection for that jurisdiction and transaction type under Section 10.6 — and the Host resolves disputes regarding that underlying delivery; Bailar resolves disputes regarding the platform fee, the checkout flow, and platform-level safety enforcement.

10.4 Studio Subscriptions. Studio operators may subscribe to Bailar’s Studio Operations tier (Pro at $29/month or $290/year, Elite at $49/month or $490/year, or any Founding Studios discount in effect on the Studio’s acceptance date), governed by the Studio Master Terms and, for Founding Studios, by the Founding Studios Program Terms. Subscriptions are billed on a recurring basis until cancelled. Cancellation is effective at the end of the then-current billing period; mid-period refunds, where granted, are at Bailar’s sole discretion under the Refund & Cancellation Policy.

10.5 Chargebacks and disputes. Chargebacks initiated against Bailar by buyers for marketplace transactions are funded out of the Host’s connected-account balance, in line with Stripe Connect’s standard liability allocation; the platform fee is non-refundable except where required by law or the Refund & Cancellation Policy. Bailar reserves the right to debit the Host’s connected-account balance, withhold pending payouts, or invoice the Host directly for chargebacks, refunds, and reversed transactions; for Stripe-issued KYC requests and underwriting decisions affecting the Host’s ability to receive payouts, the Host deals directly with Stripe.

10.6 Marketplace facilitator role and state sales tax. Where required by applicable U.S. state or local law, Bailar acts as a “marketplace facilitator” with respect to marketplace transactions sold through the Service. In its facilitator role and only in jurisdictions where Bailar has economic nexus and is required to do so, Bailar will calculate, collect, and remit applicable state and local sales tax on the buyer’s behalf. In all other jurisdictions, the Host remains responsible for any sales-tax, ticket-tax, amusement-tax, or other transaction-tax obligations applicable to the underlying event, class, or session. The Host is also responsible for its own income tax, business-license, and regulatory compliance.

10.7 Buyer disclosures — total price, fees, and surcharges (including Connecticut, Massachusetts, California, and New York). Before you authorize payment, Bailar’s checkout screen displays the all-in total payable, the payment-processing fee as a separately stated line item (Bailar’s platform fee is charged to the Host, not to you, and does not appear as a buyer line item), applicable taxes calculated for your billing jurisdiction, any Host-imposed surcharge passed through to you (such as a card-acceptance surcharge), and any optional add-ons you have selected. This disclosure is intended to satisfy the consumer pricing-transparency requirements of California Civil Code § 1770(a)(29) (SB 478), New York Arts and Cultural Affairs Law § 25.07 (where the event is a ticketed event subject thereto), Massachusetts 940 C.M.R. 38.00, Connecticut General Statutes § 42-110b, and federal “TICKET”-style total-price-disclosure regimes as they come into effect. Card-acceptance surcharges (a fee added specifically for paying by credit card) are treated differently from state to state. Connecticut (Conn. Gen. Stat. § 42-133ff) and Massachusetts (Mass. Gen. Laws ch. 140D § 28A) prohibit card-acceptance surcharges outright — a Host located in those states may not add one. In states that permit a card-acceptance surcharge subject to disclosure (such as New York under N.Y. Gen. Bus. Law § 518, and California under Cal. Civil Code § 1748.1 to the extent it is enforced), Bailar and any Host imposing a surcharge will comply with the applicable disclosure requirements. The Host is solely responsible for disclosing any Host-imposed surcharge as a separate line item where required by applicable state law.

10.8 Sanctions and ineligible jurisdictions. The Service is not available to users located in, or controlled by entities located in, jurisdictions subject to comprehensive U.S. economic sanctions (currently Cuba, Iran, North Korea, and the Crimea / Donetsk / Luhansk regions of Ukraine) or to persons listed on the U.S. Treasury OFAC Specially Designated Nationals and Blocked Persons List. You represent that you and any business or entity on whose behalf you act are not so located, controlled, or listed.

11. INTELLECTUAL PROPERTY

11.1 The Service and its original content, features, functionality, software, code, design, graphics, logos, and trademarks are owned by or licensed to Bailar, Inc. and protected by intellectual property laws.

11.2 You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service for personal, non-commercial purposes.

11.3 All rights not expressly granted are reserved.

11.4 Trademarks. “Bailar” and the Bailar logo are trademarks of Bailar, Inc. As of the Effective Date of these Terms, the “Bailar” word mark is the subject of pending U.S. Patent and Trademark Office application Serial No. 99741332 (International Class 9), filed April 2, 2026, on an intent-to-use basis under Section 1(b) of the Lanham Act, 15 U.S.C. § 1051(b). Until registration issues, Bailar uses the “™” symbol rather than the “®” federal-registration symbol. Studios, instructors, ambassadors, and other third parties using the “Bailar” word mark or logo in their own materials must comply with our Trademark Use Policy.

12. COPYRIGHT POLICY AND DMCA COMPLIANCE

12.1 Bailar respects intellectual property rights and will respond to DMCA-compliant notices.

12.2 To report infringement, provide: (a) signature of copyright owner or authorized agent; (b) description of copyrighted work; (c) location of infringing material; (d) your contact information; (e) good faith belief statement; and (f) accuracy statement under penalty of perjury.

12.3 Designated Agent: Paul Plawin, Bailar, Inc., 401 Ocean Dr, Suite 404, Miami Beach, FL 33139. Email: [email protected].

12.4 Bailar may remove allegedly infringing content without prior notice and will terminate repeat infringers’ accounts.

12.5 Counter-notifications may be submitted to the designated agent containing: (a) your physical or electronic signature; (b) identification of the material removed and its location before removal; (c) a statement under penalty of perjury that you have a good-faith belief the material was removed as a result of mistake or misidentification; (d) your name, address, and telephone number; and (e) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if your address is outside the United States, for any judicial district in which Bailar may be found), and that you will accept service of process from the person who submitted the original notice or that person’s agent.

12A. REPORTING, COMPLAINTS, AND APPEALS

12A.1 For copyright / DMCA notices, see Section 12 above. For all other complaints — about content, user conduct, or a decision we made to remove content or act on an account, including complaints under the UK Online Safety Act — see our Community Guidelines, Sections 8–9A. Bailar’s designated contact for UK Online Safety Act matters is Paul Plawin, Founder, Bailar, Inc., 401 Ocean Dr, Suite 404, Miami Beach, FL 33139, [email protected].

13. CHILD SAFETY AND CSAM REPORTING

13.1 The Service is intended for individuals 13 years of age or older, consistent with Section 1.1.

13.2 Bailar maintains a zero-tolerance policy for CSAM. Users who upload or share CSAM hosted on Bailar will be permanently banned and reported to the National Center for Missing & Exploited Children (NCMEC) as required by 18 U.S.C. § 2258A, and referred to law enforcement. Where CSAM is hosted elsewhere and only linked through Bailar, we remove the link, act on the responsible account, and refer the matter to law enforcement where appropriate.

13.3 Bailar uses Automated Processing to detect CSAM. Users may also report suspected CSAM through the app or via [email protected].

13.4 Bailar will cooperate fully with law enforcement investigating child exploitation.

14. USER INTERACTIONS AND ASSUMPTION OF RISK

14.1 YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. BAILAR DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SEX-OFFENDER-REGISTRY SCREENING ON ANY USER. BAILAR USES A THIRD-PARTY IDENTITY-VERIFICATION PROVIDER FOR INSTRUCTORS (SEE SECTION 8.3), BUT IDENTITY VERIFICATION IS NOT A BACKGROUND CHECK, IS NOT A SAFETY GUARANTEE, AND DOES NOT CONFIRM ANY USER’S FITNESS, CHARACTER, OR CREDENTIALS.

14.2 BAILAR IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER. USE CAUTION IN ALL INTERACTIONS, PARTICULARLY IN PERSON.

14.3 YOU ASSUME ALL RISK INCLUDING BODILY INJURY, EMOTIONAL DISTRESS, PROPERTY DAMAGE, FINANCIAL LOSS, AND DEATH. BAILAR SHALL NOT BE LIABLE FOR ANY SUCH RISKS.

15. THIRD-PARTY SERVICES AND LINKS

15.1 The Service may integrate with third-party platforms including Stripe, Apple, Google, and social media platforms. Bailar is not responsible for third-party content, privacy practices, or availability.

15.2 Your use of third-party services is at your own risk and subject to their terms.

15.3 Bailar does not endorse any third-party service.

16. APP STORE SUPPLEMENTAL TERMS

16.1 If you download from the Apple App Store: (a) these Terms are between you and Bailar only; (b) Apple has no maintenance or support obligation; (c) Apple’s warranty obligation is limited to purchase price refund; (d) Apple is not responsible for addressing claims related to the App; and (e) Apple and its subsidiaries are third-party beneficiaries of these Terms.

16.2 If you download from Google Play, Google has no obligation or liability regarding the App or these Terms.

17. ELECTRONIC COMMUNICATIONS CONSENT

17.1 By using the Service, you consent to receive electronic communications from Bailar. You agree that electronic communications satisfy any legal requirement that such communications be in writing.

17.2 You may opt out of promotional communications but not transactional or administrative communications while maintaining an active account.

18. PRIVACY

Your use of the Service is governed by our Privacy Policy, incorporated herein by reference.

19. DISCLAIMERS

19.1 THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

19.2 BAILAR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT RESULTS WILL BE ACCURATE OR RELIABLE.

19.3 BAILAR DOES NOT WARRANT THE ACCURACY OF ANY INFORMATION INCLUDING EVENT LISTINGS, USER PROFILES, OR INSTRUCTOR QUALIFICATIONS.

19.4 BAILAR IS NOT RESPONSIBLE FOR USER CONTENT AND DISCLAIMS ALL LIABILITY ARISING FROM IT.

19.5 ANY MATERIAL DOWNLOADED THROUGH THE SERVICE IS AT YOUR OWN RISK.

19.6 NO ADVICE FROM BAILAR SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

20. LIMITATION OF LIABILITY

20.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BAILAR PARTIES (BAILAR, INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS, AND ASSIGNS) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING FROM: (A) YOUR USE OF OR INABILITY TO USE THE SERVICE; (B) CONDUCT OR CONTENT OF ANY USER OR THIRD PARTY; (C) USER CONTENT OR COMMUNICATIONS; (D) UNAUTHORIZED ACCESS TO YOUR DATA; (E) BAILAR’S ACCESS TO OR USE OF COMMUNICATIONS AS DESCRIBED HEREIN; (F) PERSONAL INJURY OR PROPERTY DAMAGE FROM USER INTERACTIONS; (G) INSTRUCTOR-STUDENT TRANSACTIONS; (H) EVENT LISTING ACCURACY; OR (I) ANY OTHER MATTER RELATING TO THE SERVICE.

20.2 TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF $50.00 OR AMOUNTS PAID TO BAILAR IN THE 12 MONTHS PRECEDING THE CLAIM.

20.3 THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY AND WHETHER BAILAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.4 THE LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

21. INDEMNIFICATION

21.1 You agree to indemnify, defend, and hold harmless the Bailar Parties from all claims, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) arising from: (a) your use of the Service; (b) your User Content and Communications; (c) your violation of these Terms or any law; (d) your violation of third-party rights; (e) transactions or disputes with other users; (f) participation in events or activities through the Service; (g) claims that your User Content caused damage; or (h) your negligence or willful misconduct.

21.2 Bailar may assume exclusive defense of any indemnified matter at your expense. You agree not to settle any matter without Bailar’s prior written consent.

22. DISPUTE RESOLUTION AND BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

22.1 Agreement to Arbitrate. Any dispute arising from these Terms or the Service shall be resolved through final and binding individual arbitration, except that either party may bring claims in small claims court if qualifying.

22.1A Sexual-Assault and Sexual-Harassment Claims Excepted. Notwithstanding Section 22.1, at your sole election, a dispute involving a sexual-assault dispute or sexual-harassment dispute (each as defined in the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, 9 U.S.C. §§ 401–402) is not subject to this arbitration agreement or to the class-action and jury-trial waiver in Section 22.2, and you may instead pursue that claim in a court of competent jurisdiction, on an individual or class basis, as the law allows. This exception does not apply to any other type of claim and does not waive Bailar’s right to enforce arbitration and the class waiver as to every other claim in the same or a related proceeding.

22.2 CLASS ACTION AND JURY TRIAL WAIVER. YOU AND BAILAR EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY REPRESENTATIVE OR CONSOLIDATED PROCEEDING.

22.3 Arbitration shall be administered by the AAA under its Consumer Arbitration Rules, conducted by a single arbitrator in Miami-Dade County, Florida.

22.4 Filing fees governed by AAA rules. Bailar will pay upon written request if you are unable.

22.5 Opt-Out. You may opt out of this Section 22 (including the class-action and jury-trial waiver in Section 22.2) by sending written notice to [email protected] with your name, account email, and a clear opt-out statement, within 30 days of (a) the date you first accepted these Terms, or (b) if later, the effective date of any amendment to this Section 22 or to Section 20 (Limitation of Liability) or Section 21 (Indemnification) made under Section 27. Opting out under this Section 22.5 does not affect your agreement to any other part of these Terms.

22.8 Severability of this Section. If the class-action and jury-trial waiver in Section 22.2 is found unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court, and the remainder of this Section 22 remains in force as to all other claims and all other claimants. If any other part of this Section 22 is found unenforceable, that part shall be severed and the remainder of this Section 22 remains in force.

22.6 Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.

22.7 Limitation Period. Any claim must be commenced within one (1) year after the cause of action accrues or be permanently barred.

23. GOVERNING LAW

These Terms shall be governed by Florida law, without regard to conflict of law provisions. You consent to exclusive jurisdiction of state and federal courts in Miami-Dade County, Florida.

24. TERMINATION

24.1 Bailar may terminate your account immediately, without prior notice or liability, for any reason.

24.2 Upon termination, your right to use the Service ceases immediately and all licenses granted to you terminate.

24.3 Bailar shall not be liable to you or any third party for termination.

25. FORCE MAJEURE

Bailar shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, riots, natural disasters, epidemics, pandemics, government actions, power failures, internet outages, or cyberattacks.

26. GENERAL PROVISIONS

26.1 Entire Agreement. These Terms, together with the documents expressly incorporated by reference into them — the Privacy Policy, the Community Guidelines, the Child Safety Standards, the Refund & Cancellation Policy, and the Trademark Use Policy — constitute the entire agreement between you and Bailar regarding the Service and supersede all prior agreements. Studios and ambassadors are additionally governed by the Studio Master Terms and Ambassador Agreement, respectively.

26.2 Severability. Invalid provisions shall be modified to the minimum extent necessary; remaining provisions continue in full force.

26.3 Waiver. No waiver of any term shall be a continuing waiver. Failure to assert any right is not a waiver.

26.4 Assignment. You may not assign these Terms. Bailar may freely assign without notice.

26.5 No Third-Party Beneficiaries. Except as in Section 16 (App Store Terms), no third-party beneficiaries.

26.6 Notices. Bailar may provide notices via email, push notification, in-app message, or posting. You may notify Bailar at [email protected].

26.7 Survival. Sections 4, 5, 6, 9, 10, 11, 12, 13, 14, 19, 20, 21, 22, 23, 25, and 26 survive termination.

27. CHANGES TO TERMS

27.1 We may modify these Terms at any time. Material changes will be notified at least 7 days before taking effect. Continued use constitutes acceptance. If you disagree, stop using the Service and delete your account.

27.2 Notwithstanding Section 27.1, Bailar may not unilaterally amend Section 22 (Dispute Resolution and Binding Arbitration), Section 20 (Limitation of Liability), or Section 21 (Indemnification) as applied to a dispute that arose, or to conduct that occurred, before the amendment’s effective date. An amendment to those Sections applies only prospectively and only after the renewed opt-out window in Section 22.5 has run.

28. CONTACT INFORMATION

Bailar, Inc.
401 Ocean Dr, Suite 404
Miami Beach, FL 33139
Email: [email protected]