Provider Terms and Conditions

These Malaika Provider Terms and Conditions (this “Agreement”) apply to your use, as a Malaika Provider, of: (1) the Malaika website (the “Malaika Site”); (2) the lead-matching engine made available through the Malaika Site and the Malaika-branded mobile application, through which Malaika Client service requests are made available to you (collectively, the “Malaika Booking Engine”), as described in Part I below; (3) the payment services through which you pay Malaika to accept and respond to leads (the “Malaika Lead Payment Services”), as described in Part II below; and (4) any other features or services made available to Malaika Providers through the Malaika Site or Malaika App. Together, items (1) through (4) are the “Malaika Provider Services.”

In this Agreement, “Malaika” and “we” mean KSG Pro, Corp., a Maryland corporation doing business as “Malaika,” and “Malaika Provider” and “you” mean any independent hair braiding or hairstyling professional who uses the Malaika Provider Services to receive leads from, and offer services to, prospective clients (“Malaika Clients”) through the Malaika Site and Malaika App.

Malaika may update or revise this Agreement from time to time. You agree to review this Agreement periodically. You are free to decide whether to accept a modified version, but accepting the modified Agreement is required to continue using the Malaika Provider Services. If you do not agree to this Agreement or any modified version, your sole recourse is to stop using the Malaika Provider Services, in which case you will no longer have access to the Malaika Provider Services or your Malaika Provider Account (as defined below).

By accessing or using the Malaika Provider Services, or by clicking “accept” or “agree” to this Agreement, (1) you acknowledge that you have read, understand, and agree to be bound by this Agreement, and (2) you represent and warrant that you are at least 18 years old, are legally permitted to work as an independent contractor in the jurisdiction where you provide services, and are not prohibited by law from accessing or using the Malaika Provider Services.

Part I — Malaika Booking Engine

1) Malaika provides the Malaika Booking Engine to help Malaika Providers find prospective Malaika Clients seeking hair braiding and related hairstyling services. When a Malaika Client submits a service request matching your stated service area, service type, and availability, Malaika makes that request (a “Lead”) available to you and to other matching Malaika Providers. Up to five (5) Malaika Providers (or another number Malaika may set and disclose from time to time) may independently accept the same Lead.

2) Accepting a Lead unlocks the Malaika Client's contact information and job details for you, and signals to the Client that you are available and interested in the job. The Malaika Client will independently review the Providers who accept a given Lead and decide, in their sole discretion, whether and which Provider to engage. Malaika does not guarantee that accepting a Lead will result in the Client selecting you, responding to you, or the job being completed.

3) You are free to determine, in your sole discretion, which Leads to accept and the days, times, service area, and travel radius during which you are available on the Malaika Booking Engine. You are never obligated to accept any Lead.

Part II — Lead Payment Terms

4) To accept Leads, you must provide a valid credit card, debit card, or other supported payment method through the Malaika App. You may add, remove, or edit your payment information at any time.

5) By accepting a Lead, you authorize Malaika to immediately charge your payment method the fee disclosed to you at that time (the “Lead Fee”). Lead Fees may vary based on service type, location, or other factors, and will be disclosed to you before you accept a given Lead. Lead Fees are charged upon acceptance, regardless of whether the Malaika Client ultimately selects you, responds to you, or the job results in a completed appointment.

6) Lead Fees are non-refundable, including where the Client does not respond, selects a different Provider, cancels their request, or the job does not otherwise result in a completed appointment — except where required by applicable law, or where Malaika determines, in its sole discretion, that a Lead was fraudulent, duplicated in error, or otherwise invalid.

7) Payment for the hair braiding or related services you perform is a matter solely between you and the Malaika Client. Malaika is not a party to that transaction and does not process, collect, guarantee, or hold that payment on your behalf, unless and until Malaika separately makes an optional in-app payment feature available and you affirmatively choose to use it. You are solely responsible for agreeing on price, payment method, and payment timing directly with each Client, and for collecting that payment.

8) You are solely responsible for setting your own service prices, and for any fees charged by third-party payment methods you choose to accept from Clients (such as card-reader fees, or fees charged by a payment app).

9) To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that Malaika may use third-party vendors and service providers to process Lead Fee payments on its behalf.

Part III — General Terms

10) Malaika is committed to helping you safeguard your privacy online. Please review our Privacy Policy for details about how we collect, use, and disclose information in connection with the Malaika Provider Services.

11) You are required to create a Malaika Provider account (“Malaika Provider Account”) to receive Leads. When registering, you must provide true, accurate, current, and complete information, including a government-issued photo ID, a portfolio of your work, and any business or licensing information Malaika requests (“Malaika Provider Registration Data”), and agree to promptly update it to keep it accurate. You are solely responsible for maintaining the confidentiality of your Malaika Provider Account and, except as otherwise required by applicable law, for all use of your account, whether or not authorized by you.

Independent Contractor Status

12) You are an independent contractor, and not an employee, agent, joint venturer, or partner of Malaika, for any purpose. Malaika does not control the manner, means, or method by which you perform hair braiding or related services, including your techniques, pricing, scheduling, or the products you use. You are solely responsible for determining how you perform your services and for complying with any licensing, permitting, insurance, or other legal requirements applicable to your work in your jurisdiction.

13) You are solely responsible for all federal, state, and local taxes arising from amounts you earn through the Malaika Provider Services, including self-employment taxes. Malaika does not withhold taxes on your behalf and will issue applicable tax forms (such as an IRS Form 1099) as required by law.

14) Nothing in this Agreement requires you to work exclusively through Malaika, and you are free to offer your services through other platforms or channels, subject to the non-circumvention provision below.

Verification

15) As part of registration, Malaika may request that you consent to identity verification and, where applicable, a background check through a third-party provider. Malaika does not guarantee the accuracy or completeness of any verification or background information, and such verification does not constitute a guarantee of your qualifications, safety, or fitness to perform services.

Location, Communications, and Device Requirements

16) The Malaika App may use GPS locator capabilities to identify your location and match you with nearby Leads. You expressly consent to receive SMS text messages from Malaika regarding the Malaika Provider Services and as otherwise described in our Privacy Policy.

17) Use of the Malaika Provider Services requires internet access through your mobile device. You are responsible for all mobile carrier charges resulting from your use of the Malaika Provider Services. Malaika does not guarantee that the Malaika Provider Services will be compatible with all devices or supported by all mobile carriers.

18) Malaika reserves the right, in its sole discretion, to modify the Malaika Provider Services and the Lead Fee pricing structure from time to time, with reasonable notice where required by law. Continued use of the Malaika Provider Services following a change indicates your acknowledgment of, and agreement to, the Malaika Provider Services as changed.

Content License and Public Profile

19) You grant Malaika a non-exclusive, worldwide, royalty-free license to use, reproduce, and display your name, business name, portfolio photos, and profile information (collectively, “Provider Content”) on the Malaika Site and Malaika App, and in Malaika's own marketing, including social media, for the purpose of operating and promoting the Malaika Provider Services — for example, displaying your public profile to Clients or featuring you as a “Founding Braider” or a showcased Provider. You may opt out of being featured in Malaika's external marketing at any time through your account settings or by contacting Malaika, without affecting your ability to receive Leads.

20) You represent and warrant that you own or have the necessary rights to all Provider Content you submit, and that it does not infringe any third party's intellectual property, privacy, or publicity rights.

Referral Program

21) If Malaika offers a Provider referral program, you may earn a credit (currently $5, subject to change) toward future Lead Fees for each new Malaika Provider you refer who successfully completes registration, subject to any additional terms Malaika discloses for the program. Malaika reserves the right to modify or discontinue the referral program, or to remove credits obtained through fraud or abuse, at any time.

Non-Circumvention

22) Leads are a paid product: Malaika invests in generating and delivering Leads to you, and Lead Fees are how Malaika is compensated for that service. Accordingly, for any Malaika Client whose contact information you obtained through a Lead, you agree not to intentionally direct that Client to book, pay for, or repeat future services outside the Malaika Platform for the specific purpose of avoiding a Lead Fee on a subsequent Malaika-facilitated request from that same Client. This provision does not restrict your ability to maintain an ongoing relationship with a Client you independently already knew, or to serve a Client who independently seeks you out through your own business channels rather than through Malaika.

Permitted Use

23) The Malaika Provider Services and any Malaika content are offered solely for your use as described in this Agreement; any other use is prohibited. Malaika reserves the right, in its sole discretion, to refuse service, suspend or terminate accounts, remove content, or deny access to the Malaika Provider Services. You agree not to (and not to allow any third party to): (i) use any robot, scraper, or other automated means to access the Malaika Provider Services or copy Malaika content, except as expressly authorized; (ii) interfere or attempt to interfere with the functioning of the Malaika Provider Services; (iii) accept Leads with no intent to respond or perform services; or (iv) use the Malaika Provider Services for any unlawful purpose.

24) Malaika may suspend your ability to use all or part of the Malaika Provider Services, or terminate this Agreement, effective immediately, without notice, including if Malaika believes you have violated this Agreement, received Client complaints, or provided inaccurate registration information. You may stop using the Malaika Provider Services at any time.

Representations, Indemnification, and Insurance

25) You represent and warrant that (i) all information you provide to Malaika is accurate and truthful, (ii) you hold any license, permit, or certification required by applicable law to perform the services you offer, and (iii) you will perform services in a professional, safe, and lawful manner. You will indemnify, hold harmless, and, at Malaika's request, defend Malaika and its representatives, agents, directors, officers, employees, and shareholders (collectively, the “Malaika Parties”) from and against all claims, injuries, damages, and liabilities arising from (i) your performance of (or failure to perform) services for a Malaika Client, (ii) your use of the Malaika Provider Services, or (iii) any breach or alleged breach by you of this Agreement.

26) Malaika does not provide insurance covering your work, your equipment, or injuries or damages arising from services you perform. You are strongly encouraged to maintain your own liability insurance appropriate to your business, and Malaika may require proof of insurance as a condition of participation in certain features in the future.

Disclaimers and Limitation of Liability

27) To the maximum extent permitted by law, in no event shall the Malaika Parties be liable for any injuries, losses, claims, or direct damages, or any special, exemplary, punitive, incidental, or consequential damages of any kind, whether based in contract, tort, or otherwise, arising out of or connected with (i) this Agreement, (ii) any use of the Malaika Provider Services, (iii) any failure or delay in the Malaika Booking Engine, or (iv) a Malaika Client's acts or omissions in connection with a Lead or appointment.

28) Malaika does not guarantee any minimum number of Leads, bookings, conversion rate, or earnings from use of the Malaika Provider Services. Malaika expressly disclaims all representations, warranties, conditions, and indemnities, express or implied, regarding the Malaika Provider Services, including as to the accuracy of information provided by a Malaika Client.

29) You acknowledge that your reliance on information provided by Malaika or by any Malaika Client is solely at your own risk, and you assume full responsibility for all associated risk, to the extent allowable by law.

30) The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights; however, the duration of any statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

31) You and Malaika understand and agree that the disclaimers, exclusions, and limitations in this Agreement are essential elements of this Agreement and represent a reasonable allocation of risk, and that Malaika would be unable to offer the Malaika Provider Services to you except on these terms.

Miscellaneous

32) If any provision of this Agreement is found invalid under applicable law, that provision (or portion thereof) shall be deemed omitted, and the remainder of this Agreement shall remain in full force and effect.

33) This Agreement, and the rights and obligations under it, may not be transferred, assigned, or delegated by you, but may be freely transferred, assigned, or delegated by Malaika.

34) A waiver of any provision of this Agreement, or a delay in enforcing any right under it, shall not be construed as a continuing waiver or create an expectation of non-enforcement of that or any other provision or right.

Arbitration Agreement

35) Any and all controversies, disputes, demands, or claims between you and Malaika (including the interpretation and scope of this clause, and the arbitrability of any dispute) shall exclusively be settled through binding and confidential arbitration, subject to the Federal Arbitration Act. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes, administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where the arbitrator deems applicable, its Supplementary Procedures for Consumer-Related Disputes (collectively, the “Rules and Procedures”).

You are thus giving up your right to go to court to assert or defend your rights, except for matters filed in small claims court. Your rights will be determined by a neutral arbitrator, not a judge or jury. You are entitled to a fair hearing, but arbitration procedures are simpler and more limited than rules applicable in court.

You and Malaika must abide by the following rules:

• Any claims brought by you or Malaika must be brought in the party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including any collective action related to worker classification.
• The arbitrator may not consolidate more than one person's claims, may not preside over any form of class or representative proceeding, and may not award class-wide relief.
• If you demonstrate that arbitration costs would be prohibitive compared to litigation costs, Malaika will pay as much of your filing and hearing fees as the arbitrator deems necessary to prevent arbitration from being cost-prohibitive; Malaika also reserves the right, in its sole discretion, to assume responsibility for all arbitration costs.
• The arbitration shall be confidential; neither party may disclose its existence, content, or results, except as required by law or to enforce the arbitration award.
• Each side bears its own attorneys' fees and costs, unless a statute requires the prevailing party to be paid its fees and expenses.

Notwithstanding the foregoing, either you or Malaika may bring an individual action in small claims court. Claims of defamation, violation of the Computer Fraud and Abuse Act, or infringement or misappropriation of the other party's patent, copyright, trademark, or trade secret are not subject to this arbitration agreement and shall be brought exclusively in the state or federal courts located in Prince George's County, Maryland. Either party may also seek emergency equitable relief in those courts to preserve the status quo pending arbitration.

With the exception of the class-action-waiver provisions above, if any part of this arbitration provision is found invalid, unenforceable, illegal, or in conflict with the Rules and Procedures, the balance of this arbitration provision shall remain in effect. However, if the class-action-waiver provisions are found invalid, unenforceable, or illegal, the entirety of this arbitration provision shall be null and void, and neither party shall be entitled to arbitration; in that case, any dispute shall be brought exclusively in the state or federal courts located in Prince George's County, Maryland.

For more information on AAA, the Rules and Procedures, or the process for filing an arbitration claim, you may call AAA at 800-778-7879 or visit www.adr.org.

Governing Law

36) This Agreement is governed by and construed in accordance with the laws of the State of Maryland, consistent with the Federal Arbitration Act, without giving effect to any conflict-of-laws principles that would apply the law of another jurisdiction.