Terms of Service

1. Definitions

For these Terms:

• "Brand" means a company, brand, agency, distributor, supplier, retailer, authorized representative, or other business that uses the Platform to post, arrange, manage, or pay for services.
• "Rep" means an individual who uses the Platform to discover, apply for, accept, or perform services.
• "Event" means a sampling activation, tasting, demonstration, promotion, experiential marketing activation, merchandising engagement, or other engagement posted, booked, or arranged through the Platform.
• "Event Services" means the services a Rep agrees to perform in connection with an Event.
• "Event Listing" means the information displayed for an Event, including compensation, requirements, schedule, location, deliverables, reimbursement terms, qualifications, and other applicable conditions.
• "Post-Event Form" or "PEF" means any recap, questionnaire, report, receipt submission, photograph, inventory information, sales information, sampling data, documentation, or other post-Event deliverable required through the Platform.
• "Platform Fee" means any fee Lemonloop charges for access to or use of the Platform or for facilitating a transaction.
• "User Content" means any text, image, video, audio, document, profile information, message, review, PEF, receipt, Event report, or other content submitted, uploaded, transmitted, or made available through the Platform.
• "User" means any Brand, Rep, or other authorized person accessing or using the Platform.

2. What Lemonloop Is and Is Not

Lemonloop provides technology, marketplace, matching, administrative, communications, payment, reporting, verification, trust and safety, analytics, and support functionality intended to facilitate transactions between independent Users.

Unless Lemonloop expressly agrees otherwise in a separate written agreement, Lemonloop:

• does not itself perform Event Services;
• does not manufacture, distribute, sell, serve, warrant, or endorse products sampled or promoted at Events;
• does not own, operate, or control Event venues;
• does not employ Reps;
• is not a staffing agency, employment agency, joint employer, partner, joint venturer, franchisee, franchisor, or agent of a Brand or Rep;
• does not guarantee that any Brand, Rep, Event, product, venue, credential, application, or opportunity will satisfy another User's expectations;
• does not guarantee that any Brand will select any particular Rep;
• does not guarantee that any approved Rep will attend or complete an Event; and
• does not guarantee any particular sales, marketing, sampling, consumer-engagement, or business result.

Lemonloop may verify information, collect credentials, recommend applicants, facilitate communications, process payments, collect Event evidence, review marketplace activity, investigate disputes, or enforce Platform rules. Those activities are intended to operate and protect the marketplace and do not, by themselves, create an employment, agency, partnership, fiduciary, or joint-venture relationship.

3. United States Platform and Availability

The Platform is presently intended for use in the United States. Lemonloop may determine which states, territories, categories, products, Event types, or Platform features it supports and may change availability at any time.

The appearance of an Event or feature on the Platform does not constitute legal advice or a representation by Lemonloop that a particular Event, product, service, credential, or User activity complies with every law applicable to that User. Each User remains responsible for laws, licenses, permits, insurance, taxes, and regulatory obligations applicable to that User's own activities.

4. Eligibility and Age Requirements

You must be at least 18 years old and legally capable of entering into a binding contract to maintain a Lemonloop account.

Events involving alcoholic beverages or other age-restricted products or activities may require a Rep to be at least 21 years old or satisfy a higher minimum age required by applicable law, venue policy, Brand policy, or the Event Listing.

You may not use the Platform if:

• applicable law prohibits you from doing so;
• you are subject to sanctions or restrictions that make your use unlawful;
• your account has been permanently terminated for misconduct unless Lemonloop expressly authorizes your return;
• you materially misrepresent your identity or authority; or
• you cannot legally agree to these Terms.

5. Accounts, Authentication, and Account Security

You agree to provide truthful, accurate, current, and complete information and to keep account information reasonably current.

Lemonloop may allow you to sign in through Google or another third-party authentication provider. If you use a third-party login, you authorize Lemonloop to receive the information necessary to authenticate your account, subject to the applicable provider's terms and your permissions.

You may not:

• impersonate another person or business;
• create an account using another person's identity without authorization;
• submit fraudulent credentials or documents;
• sell, assign, or transfer an account without Lemonloop's written permission;
• knowingly allow unauthorized persons to use your credentials; or
• maintain accounts for fraudulent, deceptive, abusive, or unlawful purposes.

You are responsible for safeguarding your login credentials and for activity conducted through your account. Notify support@lemonloop.co promptly if you suspect unauthorized access, credential compromise, or account misuse.

Lemonloop may require identity, age, business, tax, payment, licensing, certification, or other verification before or during use of certain Platform features.

6. Business Accounts and Authority

If you use Lemonloop on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity to these Terms and to take the actions you take through the Platform.

A Brand is responsible for its authorized Users, account permissions, and activity performed through its account. A Brand must promptly remove access when an individual's authorization ends.

7. Rep Profiles, Credentials, and Verification

Reps may be asked to provide information concerning their experience, work history, availability, location preferences, profile photograph, credentials, permits, certifications, training, category experience, age eligibility, and other qualifications.

Each Rep represents and warrants that information and documentation submitted through the Platform are genuine, accurate, current, lawfully obtained, and not misleading by omission.

Where Lemonloop displays a verification indicator, that indicator reflects only the scope of the verification actually performed. It is not a guarantee of competence, safety, character, licensing status, fitness, or future performance.

Lemonloop may remove a verification indicator, request updated documentation, limit Event eligibility, or suspend an account if credentials expire or Lemonloop reasonably questions their authenticity or continued validity.

If Lemonloop later offers background checks, consumer reports, or similar screening, any notices, disclosures, authorizations, and rights required by applicable law will be provided separately.

8. Event Listings and Brand Disclosures

Brands are responsible for ensuring that Event Listings are accurate, sufficiently complete, and not misleading.

A Brand should disclose material Event requirements, including as applicable:

• date, start time, end time, and arrival requirements;
• venue and location;
• Event responsibilities and objectives;
• Rep compensation;
• reimbursable expenses, categories, and limits;
• dress, appearance, or Brand standards;
• products, equipment, or supplies;
• licenses, permits, training, or certifications;
• minimum age requirements;
• product information and approved claims;
• PEF and reporting requirements;
• photography or media requirements;
• health, safety, or allergen considerations;
• venue-specific rules; and
• other conditions reasonably material to a Rep's decision to accept the Event.

A Brand may not intentionally omit or materially misrepresent Event requirements. Material requirements should not be imposed after a Rep is confirmed unless the Rep agrees, applicable law requires the change, or the change is reasonably necessary for safety or Event integrity.

Lemonloop may reject, edit, suspend, remove, or require changes to Event Listings that violate these Terms, law, Platform policies, or marketplace standards.

9. Applications, Selection, and Multiple-Rep Events

Reps decide whether to apply for available Events. Brands generally decide which eligible applicants to select.

An application, shortlist, recommendation, ranking, or other Platform status does not guarantee selection. A Brand may approve, decline, shortlist, request additional information from, or take no action on an applicant, subject to applicable law and Platform functionality.

If an Event requests multiple Reps, a Brand may select fewer than the requested number unless the Event Listing, a separate agreement, or applicable Platform policy expressly states otherwise. If an Event remains partially staffed, Lemonloop may continue to surface candidates or assist with replacements, but does not guarantee full staffing.

Once a Rep is confirmed for an Event, the Brand and Rep become responsible for their respective Event obligations.

10. Brand-Rep Relationship and Worker Classification

Brands and Reps are independent Users of Lemonloop. Except to the extent necessary to operate the Platform, protect Users, verify Event completion, comply with law, or enforce Platform standards, Lemonloop does not direct the manner and means by which a Rep performs Event Services.

Brands may define legitimate Event objectives, location, schedule, deliverables, Brand standards, legal requirements, safety requirements, and desired results.

If a Brand engages a Rep as an independent contractor, the Brand is responsible for structuring and managing that relationship consistently with applicable worker-classification law. No label in these Terms overrides applicable law or the actual facts of a working relationship.

If applicable law determines that a Brand-Rep relationship constitutes employment, joint employment, agency, or another regulated relationship, responsibility for wages, overtime, payroll taxes, benefits, workers' compensation, unemployment insurance, leave, recordkeeping, employment insurance, and other obligations remains with the party to whom applicable law assigns those obligations.

Except where applicable law provides otherwise, a Rep does not become an employee of Lemonloop merely by creating an account, applying for an Event, accepting an Event, using Platform tools, receiving payment through the Platform, or complying with Platform trust and safety standards.

Reps remain free to provide services to other businesses and platforms, including competitors, subject to confidentiality, intellectual property, non-circumvention, and Event-specific obligations.

11. Rep Responsibilities

A Rep who accepts an Event agrees to:

• arrive at the required location at or before the required time;
• perform the agreed Event Services professionally and in good faith;
• comply with lawful venue, Brand, and Event requirements;
• maintain required credentials, permits, licenses, and training;
• follow applicable product, food, health, safety, sampling, and alcohol-service rules;
• use reasonable care with products, property, equipment, and people;
• accurately represent Brand products and avoid unauthorized or misleading claims;
• complete required check-in and check-out procedures;
• submit required PEFs and Event documentation;
• submit only legitimate reimbursement claims;
• promptly communicate material problems affecting performance; and
• promptly report material accidents, injuries, safety issues, product incidents, or regulatory concerns.

A Rep may refuse or stop activity that the Rep reasonably and in good faith believes is unlawful or presents an imminent and material safety risk. The Rep should notify the Brand and Lemonloop as promptly as reasonably possible.

12. Brand Responsibilities

A Brand agrees to:

• provide accurate and complete Event information;
• have authority to conduct the Event at the designated venue;
• provide products that are lawful, properly labeled, reasonably safe, and suitable for their intended purpose;
• comply with applicable advertising, marketing, product, promotional, consumer-protection, labor, and employment laws;
• disclose known material product hazards, allergens, recalls, or safety restrictions;
• provide Brand-specific instructions reasonably necessary to perform the Event;
• obtain permits, venue approvals, and licenses for which the Brand is legally responsible;
• not direct a Rep to engage in unlawful or unreasonably dangerous conduct;
• timely pay amounts due through the Platform; and
• promptly report material Event, safety, product, or legal incidents.

Brands may not use Lemonloop to evade wage, worker-classification, tax, licensing, insurance, safety, or regulatory obligations.

13. Alcohol and Other Regulated Products

Lemonloop may permit Events involving alcoholic beverages or other regulated products only where Lemonloop elects to support those activities.

Availability of an Event on Lemonloop is not legal advice and is not a representation that the Event complies with every federal, state, local, venue, licensing, trade-practice, or product-specific requirement.

For alcohol-related Events, Brands and Reps are each responsible for compliance with laws applicable to their respective activities, including as relevant:

• minimum drinking age;
• alcohol sampling and tasting restrictions;
• server, solicitor, or promotional permits;
• responsible beverage service requirements;
• retailer and venue licensing;
• tied-house and trade-practice restrictions;
• tasting quantity limitations;
• open-container requirements;
• restrictions on serving intoxicated persons;
• product handling and storage;
• required signage; and
• recordkeeping.

A Rep may never knowingly furnish alcohol to a person under the applicable legal drinking age or to a person who may not lawfully receive it.

Lemonloop may collect or display credentials, but does not warrant that any credential satisfies every legal requirement for a specific Event or jurisdiction.

14. Product, Food, Beverage, and Allergen Safety

Brands are responsible for the legality, condition, labeling, instructions, and safety of products supplied for Events.

Reps must follow applicable sanitation, refrigeration, storage, serving, handling, and disposal requirements and reasonable Brand instructions concerning product safety.

Users must promptly stop an activity if continuing would create an unreasonable risk of injury or violate applicable law.

Lemonloop does not manufacture or control Brand products and is not responsible for contamination, recalls, allergens, adverse reactions, product defects, mislabeling, or product-related injuries except to the extent liability cannot lawfully be excluded.

15. Venue Rules, Accessibility, and Accommodations

Brands are responsible for obtaining venue authorization and communicating material venue rules. Reps must comply with lawful venue policies that were disclosed or are reasonably communicated at the Event.

Users are responsible for complying with applicable disability-access and accommodation laws that apply to their own conduct. Lemonloop may provide tools that facilitate communication about Event requirements, but does not independently determine a User's legal accommodation obligations.

16. Event Check-In, Check-Out, Location, and Evidence

Lemonloop may use check-in, check-out, timestamps, geolocation, venue information, photographs, messages, call logs, receipts, device information, or other evidence to help confirm attendance, Event performance, reimbursements, payments, fraud concerns, or disputes.

Users authorize Lemonloop to process information reasonably necessary to provide those features as described in the Privacy Policy.

Users may not falsify, spoof, manipulate, fabricate, alter, or intentionally misrepresent Event evidence.

Lemonloop may rely on Platform records, third-party provider records, venue confirmations, and reasonably reliable evidence when reviewing a transaction or dispute.

17. Post-Event Forms and Deliverables

Unless an Event Listing specifies another deadline, required PEFs and associated documentation must be submitted within 48 hours after the scheduled conclusion of the Event.

PEFs may include:

• Event recaps;
• photographs or media;
• sales information;
• sampling quantities;
• inventory information;
• consumer feedback;
• receipts;
• reimbursement requests;
• check-in and check-out confirmation; and
• other Event-specific information.

Failure to timely submit required information may delay payout, affect reimbursement eligibility, affect marketplace standing, or cause Lemonloop to treat the Event as incomplete, subject to applicable law.

Where reasonably appropriate, Lemonloop may allow a Rep to cure an incomplete or deficient submission.

18. Event Media, Photography, and Third-Party Rights

Events may require photographs, videos, reports, or other media. Brands and Reps are responsible for complying with applicable privacy, publicity, recording, venue, and consent requirements when creating or uploading such content.

Users should not intentionally capture or upload sensitive information about Event attendees unless necessary for the Event and lawfully permitted. Extra care must be used when minors may appear in Event content.

Unless an Event Listing or separate agreement states otherwise, uploading content to the Platform does not by itself transfer ownership of a Rep's intellectual property to a Brand. Event-specific terms may grant the Brand additional rights in deliverables created for that Brand.

19. Payments and Stripe Connect

Lemonloop uses Stripe and related Stripe Connect functionality to facilitate Brand payments, refunds, Rep payouts, and certain fraud and verification functions. Users may be required to agree to Stripe's terms or provide information directly to Stripe.

Brands authorize Lemonloop and its payment providers to charge the payment method associated with the Brand account for amounts incurred through the Platform, including as applicable:

• Rep compensation;
• Platform Fees;
• approved reimbursements;
• taxes;
• cancellation charges;
• adjustments;
• chargeback-related amounts; and
• other amounts disclosed and agreed through the Platform.

The applicable price and fees will ordinarily be displayed before the Brand confirms a transaction.

Each Rep appoints Lemonloop and its payment provider as the Rep's limited payment collection agent solely for the purpose of receiving amounts payable through the Platform. Payment by a Brand to Lemonloop or the applicable payment provider for Rep compensation satisfies the Brand's obligation for that amount, subject to reversals, chargebacks, fraud, errors, or applicable law.

Rep payout eligibility may be conditioned on completion of the applicable Event obligations and required documentation, except to the extent applicable law requires payment regardless of those conditions.

Lemonloop is not a bank, savings institution, or escrow service, and Platform balances do not earn interest unless required by law.

20. Payment Holds, Refunds, Reversals, and Chargebacks

Lemonloop may reasonably delay, hold, offset, reverse, refund, or adjust amounts where necessary to investigate or address:

• Event nonperformance;
• materially incomplete or fraudulent Event documentation;
• duplicate payments;
• unauthorized transactions;
• suspected fraud;
• disputed reimbursements;
• chargebacks;
• processor requirements;
• violations of these Terms; or
• legal obligations.

A User may not initiate a chargeback in bad faith to avoid an undisputed payment obligation. If a chargeback, reversal, or processor fee results from a User's fraud, misrepresentation, or breach of these Terms, Lemonloop may recover the resulting amount from that User to the extent permitted by law.

Refundability of Platform Fees, Rep compensation, or other amounts is governed by the applicable Event terms, cancellation policy, Platform disclosures, or applicable law.

21. Platform Fees

Lemonloop may charge Brands or other Users Platform Fees for marketplace access, transactions, software, administration, payments, analytics, or related services.

Platform Fees may be percentage-based, flat, subscription-based, or structured in another manner disclosed through the Platform or a separate commercial agreement.

Lemonloop may change fees prospectively. A fee change will not retroactively alter the agreed economics of a previously confirmed Event unless the affected User agrees or applicable law permits otherwise.

22. Reimbursements

A Rep may seek reimbursement only for expenses identified as reimbursable in the Event Listing or otherwise authorized by the Brand through an approved Lemonloop process.

Reimbursement may be subject to:

• permitted categories;
• dollar caps;
• receipt requirements;
• submission deadlines;
• documentation requirements; and
• reasonable review.

Brands are not required to reimburse unauthorized, unsupported, duplicate, altered, personal, unrelated, or fraudulent expenses except where applicable law requires otherwise.

23. Cancellations, Withdrawals, No-Shows, and Replacements

Event-specific cancellation terms may be displayed when an Event is posted, booked, accepted, or confirmed. Those disclosed terms become part of the agreement governing the applicable Event.

A User unable to perform a confirmed Event obligation must provide notice as promptly as reasonably possible through the Platform.

Depending on the applicable policy and circumstances, consequences may include:

• partial or full Rep compensation;
• cancellation charges;
• Platform Fee adjustments;
• reimbursement of authorized expenses;
• marketplace-performance consequences;
• reduced Event eligibility;
• temporary account restrictions; or
• suspension or termination for repeated or serious misconduct.

A Rep who fails to appear without timely cancellation may lose eligibility for payment for the affected Event, subject to applicable law and Lemonloop review.

A Brand that cancels after a Rep has committed time or incurred authorized expenses may remain responsible for amounts stated in the applicable cancellation policy.

If a confirmed Rep does not arrive, withdraws, or becomes unavailable, Lemonloop may attempt to surface replacement candidates or otherwise assist, but does not guarantee that a replacement will be available or that the Event will be fully staffed.

Lemonloop may make reasonable exceptions for emergencies, severe weather, venue closures, safety concerns, obvious errors, force majeure events, or other exceptional circumstances.

24. Event Disputes and Evidence Review

Lemonloop may provide an administrative process for disputes concerning Event completion, payments, reimbursements, cancellations, no-shows, PEFs, or related marketplace issues.

Once a formal dispute is opened, each involved User will generally have 72 hours to submit requested evidence unless Lemonloop specifies another deadline.

Relevant evidence may include:

• Platform messages;
• call logs or communications metadata;
• photographs;
• geolocation or check-in records;
• timestamps;
• PEF submissions;
• Event instructions;
• receipts;
• transaction records;
• venue confirmation; and
• other relevant documentation.

Lemonloop may temporarily freeze the disputed portion of a payment while reviewing the matter and may request additional evidence.

Lemonloop may determine how the Platform transaction will be treated based on the evidence reasonably available. A Lemonloop administrative determination is not a judicial decision and does not eliminate legal rights that cannot lawfully be waived.

Submitting falsified or manipulated evidence may result in immediate suspension or termination.

25. Taxes and Tax Reporting

Users are responsible for determining and satisfying tax obligations applicable to their activities except taxes Lemonloop is legally required to collect, withhold, or remit.

Reps are responsible for income, self-employment, and other taxes applicable to their compensation to the extent imposed by law. Brands remain responsible for payroll, employment, sales, excise, withholding, or other taxes assigned to them by law.

Lemonloop or Stripe may collect taxpayer information and may issue Forms 1099 or other tax documentation where required.

Nothing provided by Lemonloop constitutes tax advice.

26. Non-Circumvention and Off-Platform Transactions

Lemonloop invests substantial resources in creating and operating the marketplace and introducing Brands and Reps.

Users may not use Lemonloop primarily to identify another User and then deliberately move substantially similar Event Services outside the Platform for the purpose of avoiding Platform Fees.

Unless Lemonloop agrees otherwise in writing, this restriction applies for 12 months after the applicable Brand and Rep are first introduced through Lemonloop with respect to services arising from that introduction.

This restriction does not apply to:

• a bona fide pre-existing commercial relationship that can reasonably be demonstrated;
• employment or other conduct that applicable law prohibits Lemonloop from restricting; or
• circumstances expressly approved by Lemonloop.

If Users circumvent the Platform in violation of this section, Lemonloop may seek the Platform Fees reasonably avoided and any other remedy available under applicable law.

27. Communications, Chat, Voice, Video, Email, and SMS

Lemonloop may provide communications functionality through third-party services, including CometChat for in-Platform chat, voice, and video; Brevo for transactional email; and Telnyx for SMS and one-time passcodes.

Communications may include account messages, Event communications, application updates, payment notices, dispute communications, support communications, security alerts, and legally required notices.

Lemonloop may access or preserve Platform communications where reasonably necessary to provide the service, investigate disputes, prevent fraud, enforce Platform rules, protect Users, or comply with law.

Voice and video functionality may involve processing of live audio or video streams and related call metadata by Lemonloop's communications providers. Lemonloop does not intentionally record or store the contents of voice or video calls unless a recording feature is expressly enabled, clearly disclosed, and used in compliance with applicable consent and recording laws.

If you separately opt in to SMS, you authorize Lemonloop and its messaging providers to send the categories of messages disclosed at the time of opt-in. Message frequency may vary. Message and data rates may apply. Reply STOP to opt out where supported and HELP for help.

Consent to receive marketing text messages is not a condition of purchasing or using paid Lemonloop services unless applicable law permits otherwise and that condition is clearly disclosed.

Lemonloop will not sell or share mobile telephone information, SMS opt-in information, or SMS consent information with third parties for their own promotional or marketing purposes. Lemonloop may disclose such information to telecommunications carriers and service providers solely as necessary to provide messaging services, maintain security, prevent fraud, or comply with law.

28. Ratings, Reviews, and Marketplace Standing

Lemonloop may allow Users to rate, review, or provide feedback concerning Events, Brands, Reps, or marketplace experiences.

Feedback must be based on genuine experience and may not be knowingly false, defamatory, threatening, discriminatory, fraudulent, retaliatory, or irrelevant.

Lemonloop may remove content that violates these Terms or Platform standards, but is not required to remove legitimate negative feedback merely because another User disagrees with it.

Lemonloop may use marketplace-performance information for matching, recommendations, rankings, fraud prevention, trust and safety, Event eligibility, and account enforcement.

29. User Content License

Users retain whatever ownership rights they otherwise hold in User Content.

By submitting User Content, you grant Lemonloop a worldwide, nonexclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, process, format, display, transmit, distribute to authorized recipients, analyze, and otherwise use the User Content as reasonably necessary to:

• operate and secure the Platform;
• facilitate Events and communications;
• provide information to intended Brands or Reps;
• process payments and reimbursements;
• create reports and analytics;
• verify Event activity;
• investigate disputes, fraud, or safety concerns;
• enforce these Terms and Platform policies;
• comply with law; and
• create Aggregated and De-identified Data as described below.

This license lasts for as long as reasonably necessary for those purposes and survives account closure to the extent necessary for legal, security, archival, dispute, or de-identification purposes.

Lemonloop will not use nonpublic User Content to publicly endorse Lemonloop or a third-party product without appropriate permission, except where the content has been made public by the User or such use is otherwise authorized by law.

You represent and warrant that you have the rights necessary to submit User Content and grant the rights described in these Terms.

30. Aggregated Data, De-identified Data, Analytics, and Commercial Insights

Lemonloop may collect, combine, derive, analyze, aggregate, and de-identify information generated through or relating to use of the Platform ("Aggregated and De-identified Data").

Aggregated and De-identified Data may include insights concerning:

• Event and sampling performance;
• product and category trends;
• geography and venue types;
• staffing supply and demand;
• compensation and market rates;
• Event timing and duration;
• consumer engagement;
• campaign performance;
• operational benchmarks; and
• other commercial, statistical, or industry trends.

To the extent permitted by law, Lemonloop may use, reproduce, analyze, publish, disclose, license, sell, distribute, and otherwise commercialize Aggregated and De-identified Data for lawful purposes, including benchmarking, business intelligence, market research, industry research, trend reports, data products, product development, artificial intelligence and analytical models, marketplace optimization, and commercial partnerships.

As between Lemonloop and Users, Lemonloop owns its Platform-generated analytics, compilations, statistical models, benchmarks, derived insights, and Aggregated and De-identified Data, subject to applicable law and third-party rights in underlying information.

Lemonloop will maintain information represented as de-identified in a manner reasonably designed to prevent association with an identifiable individual and will not intentionally reidentify such information except where legally permitted to test or improve de-identification. Where required by law, recipients of de-identified information will be contractually prohibited from attempting to reidentify individuals.

Unless separately authorized, Lemonloop will not commercially disclose a Brand's nonpublic Confidential Information in a manner that expressly identifies that Brand. This does not prevent Lemonloop from using or commercializing properly aggregated or de-identified information, publicly available information, independently developed information, or information a Brand authorizes Lemonloop to disclose.

Lemonloop does not treat raw payment credentials, bank account details, authentication tokens, passwords, one-time passcodes, SMS consent records, government identification numbers, tax identifiers, private message content, identifiable voice or video communications, or precise identifiable geolocation as commercial data products.

The rights in this section survive account closure and termination of these Terms.

31. Confidentiality

Users may receive nonpublic commercial information through Lemonloop, including marketing plans, launch information, pricing, sales information, retailer information, campaign materials, product information, business contacts, or other information reasonably understood to be confidential ("Confidential Information").

A User receiving Confidential Information must:

• use it only for the relevant Event, marketplace, or business purpose;
• exercise reasonable care to protect it;
• not disclose it to unauthorized persons; and
• comply with additional confidentiality obligations presented for an Event or separately agreed.

Confidential Information does not include information that is publicly available without breach, lawfully known without restriction, independently developed without use of the Confidential Information, lawfully received from another source without restriction, or properly aggregated or de-identified so that it no longer identifies the disclosing Brand or individual.

A disclosure required by law is permitted if the receiving User complies with applicable legal requirements and, where legally permitted, provides reasonable notice to the affected party.

32. Lemonloop Intellectual Property

The Platform and its software, source code, object code, interfaces, designs, workflows, databases, documentation, text, graphics, logos, trademarks, service marks, and other proprietary materials are owned by Lemonloop or its licensors and are protected by law.

Subject to these Terms, Lemonloop grants you a limited, revocable, nonexclusive, nontransferable, nonsublicensable right to access and use the Platform for its intended purposes.

No ownership interest in Lemonloop intellectual property is transferred to you.

You may not copy, reproduce, distribute, sell, license, scrape, reverse engineer, decompile, attempt to derive source code, create derivative works from, or exploit protected Platform functionality except as expressly permitted by Lemonloop or where applicable law prohibits restriction.

Suggestions, ideas, and feedback voluntarily provided to Lemonloop may be used by Lemonloop without restriction or compensation, provided Lemonloop does not publicly identify you as the source without permission.

33. Prohibited Conduct

You may not use the Platform to:

• violate applicable law;
• commit or facilitate fraud;
• create false Events or applications;
• falsify PEFs, receipts, check-ins, location data, credentials, or Event evidence;
• impersonate another person or entity;
• knowingly provide age-restricted products unlawfully;
• discriminate, harass, threaten, stalk, intimidate, or retaliate unlawfully;
• distribute illegal, counterfeit, recalled, or unsafe products;
• misuse another User's personal information;
• send spam or unauthorized solicitations;
• sell or transfer account access;
• interfere with Platform security or availability;
• introduce malware or malicious code;
• bypass access controls or rate limits;
• scrape, harvest, or systematically extract Platform data without authorization;
• use bots or automated systems to abuse the Platform;
• manipulate ratings, reviews, applications, or marketplace metrics;
• infringe intellectual property, privacy, publicity, confidentiality, or other rights;
• unlawfully monitor, track, record, or surveil another person; or
• assist another person in doing any of the foregoing.

34. Safety, Harassment, and Emergencies

Lemonloop is not an emergency service. For immediate danger, serious injury, fire, suspected criminal activity, or another emergency, contact 911 or the appropriate local emergency authority.

Users may not engage in unlawful discrimination, harassment, sexual harassment, intimidation, retaliation, threats, violence, stalking, or abusive conduct.

Lemonloop may investigate significant safety or misconduct allegations and may temporarily suspend accounts while a review is pending.

Material safety concerns should be reported to support@lemonloop.co.

35. Insurance

Brands and Reps are responsible for maintaining insurance required by law for their own activities.

Brands should maintain commercially reasonable insurance appropriate to their products and Events, which may include commercial general liability, product liability, liquor liability, workers' compensation, employer liability, and other applicable coverage.

Reps are responsible for insurance applicable to their activities, including automobile insurance when using a vehicle in connection with an Event.

Lemonloop does not provide insurance coverage for Users unless a specific Platform feature or separate written agreement expressly states otherwise.

36. Third-Party Services

The Platform integrates or relies on third-party services, including payment processors, authentication providers, communications providers, email and SMS providers, cloud infrastructure, databases, mapping services, file storage, hosting providers, and other vendors.

Third-party services may be governed by separate terms and privacy notices. Lemonloop is not responsible for independent third-party services or their acts or omissions except to the extent required by applicable law.

Use of Google OAuth, Google Maps and Places, Stripe, CometChat, Brevo, Telnyx, AWS, MongoDB, Vercel, or other integrated services may require processing of information as described in the Privacy Policy.

37. Beta, AI, Automated, and Recommendation Features

Lemonloop may offer beta, experimental, artificial-intelligence-assisted, recommendation, matching, analytics, content-moderation, fraud-detection, or other automated features.

Such features may be incomplete, unavailable, or inaccurate. Users remain responsible for their own application, hiring, Event, compliance, payment, and business decisions.

No Platform output constitutes legal, employment, tax, licensing, safety, financial, medical, or regulatory advice.

Lemonloop may use Aggregated and De-identified Data to develop and improve analytical and artificial intelligence models. Use of personal information for automated processing is governed by the Privacy Policy and applicable law.

38. Suspension, Restriction, and Termination

Lemonloop may warn, restrict, suspend, or terminate access where Lemonloop reasonably believes a User:

• violated these Terms or a Platform policy;
• committed or attempted fraud;
• presents a safety or security risk;
• repeatedly failed confirmed Event obligations;
• created material payment or chargeback risk;
• submitted false credentials or documentation;
• violated applicable law;
• misused personal information;
• materially harmed another User; or
• creates material legal, security, operational, or reputational risk for Lemonloop or the marketplace.

Where reasonably appropriate, Lemonloop may provide notice and an opportunity to respond. Lemonloop may take immediate action for serious fraud, safety incidents, security threats, legal requirements, account compromise, or other urgent circumstances.

Users may request account closure, subject to outstanding transactions, disputes, payment obligations, investigations, fraud-prevention needs, record-retention requirements, and legal obligations.

Termination does not eliminate obligations arising before termination or provisions that are intended to survive.

39. Copyright Complaints

Lemonloop respects intellectual property rights. A person who believes content on the Platform infringes copyright may send a notice to support@lemonloop.co containing sufficient information to identify the copyrighted work, the allegedly infringing material, contact information, a statement of good-faith belief, and other information required by applicable copyright law.

Lemonloop may remove content and may terminate repeat infringers where appropriate.

If Lemonloop relies on the Digital Millennium Copyright Act safe-harbor framework, Lemonloop may designate and register an agent with the U.S. Copyright Office and publish updated agent information.

40. User-to-User Disputes and Release

Brands and Reps are responsible for their interactions with each other, venues, Event attendees, and third parties.

To the maximum extent permitted by law, Users release Lemonloop and its members, managers, officers, employees, affiliates, agents, investors, licensors, service providers, successors, and assigns from claims arising solely from acts or omissions of another User, venue, Event attendee, or third-party product, except claims arising from Lemonloop's own conduct for which liability cannot lawfully be excluded.

To the extent applicable, California Users waive California Civil Code Section 1542 and similar laws to the maximum extent legally permitted with respect to releases contained in these Terms. Section 1542 generally provides that a general release does not extend to claims a releasing party does not know or suspect to exist in the party's favor at the time of executing the release and that, if known, would have materially affected the settlement with the released party.

41. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE."

LEMONLOOP DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND QUIET ENJOYMENT.

Lemonloop does not warrant that:

• the Platform will be uninterrupted, secure, or error-free;
• any User is trustworthy, qualified, licensed, insured, or suitable;
• any credential or profile is complete or accurate;
• any Brand will select a Rep;
• any Rep will attend or successfully perform an Event;
• any Event will generate sales, leads, awareness, or other results;
• any Event is legally compliant;
• any product is safe or free from defects;
• any payment will be free from delay, reversal, chargeback, or processor action; or
• Platform information will satisfy a User's legal or regulatory obligations.

Some jurisdictions do not permit certain warranty exclusions, so some exclusions may not apply to you. In that case, the exclusion applies only to the maximum extent permitted by law.

42. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEMONLOOP AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, INVESTORS, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, AND ASSIGNS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOST OPPORTUNITIES ARISING FROM OR RELATING TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEMONLOOP'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF: (A) $100; OR (B) THE PLATFORM FEES ACTUALLY PAID BY YOU TO LEMONLOOP DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this section do not apply to liability that applicable law prohibits Lemonloop from limiting.

The limitations are an essential basis of the bargain between you and Lemonloop and apply regardless of the form of action, whether in contract, tort, statute, strict liability, or otherwise, to the extent permitted by law.

43. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Lemonloop and its members, managers, officers, employees, affiliates, agents, investors, licensors, service providers, successors, and assigns from claims, demands, proceedings, liabilities, judgments, penalties, fines, damages, losses, costs, and reasonable attorneys' fees arising from or relating to:

• your violation of these Terms;
• your use of the Platform;
• your Event or Event Services;
• your User Content;
• your violation of law;
• your negligence, misconduct, fraud, or willful acts;
• bodily injury, death, or property damage caused by you;
• infringement or misappropriation of another person's rights; or
• taxes or legal obligations attributable to you.

Additional Brand Indemnity

Brands additionally agree to indemnify the Lemonloop parties for claims arising from or relating to:

• Brand products;
• product defects, contamination, recalls, allergens, or labeling;
• Brand advertising or product claims;
• Brand intellectual property;
• venue authorization;
• permits or licenses attributable to the Brand;
• worker classification attributable to the Brand;
• wage-and-hour, payroll, benefits, workers' compensation, unemployment, or employment claims attributable to the Brand;
• alcohol, food-service, sampling, or promotional compliance attributable to the Brand; and
• Brand instructions or omissions.

Additional Rep Indemnity

Reps additionally agree to indemnify the Lemonloop parties for claims arising from or relating to:

• fraudulent or materially inaccurate credentials;
• unlawful product service;
• Rep-caused property damage or bodily injury;
• Rep tax obligations;
• reckless, fraudulent, or unlawful Event conduct; and
• material violations of Event or venue rules by the Rep.

Lemonloop may assume control of the defense of an indemnified matter, in which case the indemnifying User agrees to reasonably cooperate. A User may not settle a claim in a manner that admits wrongdoing by Lemonloop or imposes obligations on Lemonloop without Lemonloop's written consent.

44. Informal Dispute Resolution

Before commencing arbitration or litigation against Lemonloop, you and Lemonloop agree to attempt to resolve the dispute informally.

The claimant must send a written Notice of Dispute to support@lemonloop.co or to:

• Lemonloop, LLC
• 148 South Liberty Drive
• Stony Point, NY 10980

The notice must include the claimant's full name, Lemonloop account email, a description of the dispute, the material facts, the requested relief, and information reasonably sufficient for Lemonloop to evaluate the claim.

The parties will have at least 30 days after receipt of a complete Notice of Dispute to attempt informal resolution. Any applicable limitations period and filing-fee deadline will be tolled during this 30-day period to the extent permitted by law.

45. Binding Individual Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHT TO GO TO COURT.

Except for claims expressly excluded below, you and Lemonloop agree that any dispute, claim, or controversy arising from or relating to these Terms, the Platform, your account, an Event, payments, communications, Lemonloop policies, or your relationship with Lemonloop will be resolved by binding individual arbitration rather than in court.

The Federal Arbitration Act governs this arbitration agreement.

Arbitration will be administered by the American Arbitration Association ("AAA") under the AAA rules applicable to the nature of the dispute and the parties, as modified by these Terms. This may include the AAA Consumer Arbitration Rules for qualifying consumer disputes, the AAA Commercial Arbitration Rules for business disputes, the AAA Employment/Workplace Arbitration Rules for disputes treated as employment-related, and the AAA Mass Arbitration Supplementary Rules where applicable.

If AAA is unavailable or declines to administer a dispute, the parties will attempt to select another nationally recognized arbitration provider. If they cannot agree, a court of competent jurisdiction may appoint an arbitration provider or arbitrator consistent with the Federal Arbitration Act.

Arbitration may occur virtually unless the arbitrator determines that an in-person hearing is reasonably necessary. Fees will be allocated under the applicable AAA rules and applicable law. Lemonloop will pay fees it is required to pay under those rules or applicable law.

The arbitrator may award any relief available to the individual claimant under applicable law, subject to the limitations and waivers in these Terms that are enforceable under applicable law.

46. Arbitration Exceptions

The following may be brought in court:

• qualifying individual claims in small claims court;
• claims seeking emergency temporary injunctive relief concerning unauthorized access, intellectual property infringement, misuse of confidential information, security threats, or fraud pending final resolution;
• claims that applicable law expressly prohibits from mandatory arbitration; and
• requests for public injunctive relief to the extent such relief cannot lawfully be waived or compelled to arbitration.

47. Coordinated and Mass Filings

If 25 or more substantially similar arbitration demands are filed against Lemonloop by or with the assistance of the same or coordinated counsel or organization within a 180-day period, the demands will be administered in accordance with the AAA Mass Arbitration Supplementary Rules to the extent applicable.

The parties authorize the applicable process arbitrator or arbitration administrator to decide threshold administrative issues concerning coordination, filing requirements, batching, mediation, fee allocation, and efficient case management to the extent permitted by the governing arbitration rules and law.

Nothing in this section authorizes class arbitration. Each claim remains individual unless applicable law requires otherwise.

48. Class, Collective, and Representative Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND LEMONLOOP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR PARTICIPANT IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION.

If a court of competent jurisdiction determines that a particular portion of this waiver is unenforceable with respect to a particular claim or remedy, only that claim or remedy will proceed in court to the extent legally required, and arbitrable claims will remain subject to arbitration where permitted.

49. Jury Trial Waiver

FOR ANY DISPUTE PERMITTED TO PROCEED IN COURT, YOU AND LEMONLOOP WAIVE THE RIGHT TO A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY LAW.

50. Arbitration Opt-Out

You may opt out of Sections 45 through 49 by sending written notice to support@lemonloop.co within 30 days after the date you first accept these Terms.

The notice must include:

• your full name;
• your Lemonloop account email;
• a clear statement that you are opting out of Lemonloop's arbitration agreement; and
• your electronic or physical signature.

Opting out of arbitration will not prevent you from using the Platform. An opt-out applies only to the person or entity that timely submits it.

51. Governing Law and Venue

Except for the arbitration agreement, which is governed by the Federal Arbitration Act, these Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except where non-waivable law provides otherwise.

For disputes that are not subject to arbitration, you and Lemonloop consent to the exclusive jurisdiction of state and federal courts located in Delaware, except where applicable law gives you a non-waivable right to proceed elsewhere.

52. Electronic Communications and Signatures

You consent to receive agreements, disclosures, notices, records, and other communications electronically.

Electronic checkboxes, confirmations, signatures, acceptance logs, and other electronic actions may constitute legally binding electronic signatures where permitted by law.

You are responsible for maintaining accurate account contact information.

53. Changes to These Terms

Lemonloop may update these Terms to reflect changes in the Platform, law, marketplace rules, payments, business practices, privacy requirements, or security.

For material changes, Lemonloop will provide reasonable notice through email, the Platform, or another appropriate method where required by law. Changes ordinarily apply prospectively.

Material changes to the arbitration provisions will not retroactively change the treatment of a dispute of which Lemonloop had actual notice before the change became effective, unless applicable law provides otherwise.

Continued use of the Platform after updated Terms become effective constitutes acceptance where legally permitted. Where applicable law requires affirmative consent, Lemonloop will request it.

54. Force Majeure

Lemonloop will not be liable for delay or failure caused by circumstances reasonably beyond its control, including severe weather, natural disasters, epidemics, government action, civil unrest, labor disruptions, venue closures, transportation disruptions, power or internet outages, telecommunications failures, cyberattacks, cloud-service outages, payment-network failures, or other force majeure events.

55. Assignment

You may not assign these Terms without Lemonloop's prior written consent.

Lemonloop may assign these Terms in connection with a merger, financing, acquisition, corporate reorganization, sale of assets, transfer of the Platform, or similar transaction.

56. Severability

If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted by law and the remaining provisions will remain effective, except as specifically provided in the arbitration sections.

57. No Waiver

Failure by Lemonloop to enforce a provision does not waive the right to enforce it later.

58. No Third-Party Beneficiaries

Except where expressly stated, these Terms do not create enforceable rights in any third party.

59. Entire Agreement and Order of Precedence

These Terms, the Privacy Policy, Event-specific terms, policies expressly incorporated through the Platform, and any separately signed agreement between Lemonloop and the applicable User constitute the agreement concerning the matters they address.

If a separately signed written agreement expressly conflicts with these Terms, the separately signed agreement controls for the subject matter of the conflict.

60. Survival

Provisions that by their nature should survive account closure or termination remain effective, including provisions concerning payments, taxes, intellectual property, Aggregated and De-identified Data, confidentiality, non-circumvention, releases, disclaimers, limitations of liability, indemnification, arbitration, governing law, and outstanding obligations.

61. Contact

• Lemonloop, LLC
• A Delaware limited liability company
• 148 South Liberty Drive
• Stony Point, NY 10980
• Email: support@lemonloop.co