TERMS OF SERVICE

AVANI PLATFORM

Effective Date: November 1, 2026

These Terms of Service (“Terms”) constitute a binding agreement between Avani, Inc., a California Corporation (“Company,” “Avani,” “we,” “us,” or “our”), and the business or individual accessing or using the Company’s software platform, the AVANI Platform (the “Platform”), together with any related websites, mobile applications, and services (collectively, the “Services”) (“you”, “your,” or “Customer”). By creating an account, accessing, or using the Services, you agree to be bound by these Terms. If you do not agree, you may not access or use the Services.

The Services are designed for use by independent salons, spas, barbershops, and other wellness or personal-care businesses (“Business Customers”) to manage scheduling, payments, point of sale, reporting, client relationship management, loyalty and referral programs, and marketing. These services are designed for use by End User Clients of the Business User Customers. If you are accepting these Terms on behalf of Business Customers, you represent that you have authority to bind that Business Customers. If you accepting these Terms on behalf of End User Clients, you represent that that you have authority to bind the End User Clients.

1. Description of the Services

The Avani Platform provides a suite of tools to help Business Customers operate their salon or wellness business, which may include:

• Appointment scheduling and calendar management;
• Payment processing and point-of-sale (POS) functionality, facilitated through one or more third-party payment processors;
• Business reporting and analytics;
• A client relationship management (CRM) system for storing and organizing information about your clients (“End Clients”);
• Loyalty and referral program tools; and
• Automated marketing tools, including email and SMS/text message campaigns.

Avani may add, modify, or discontinue features of the Services at any time. We will use commercially reasonable efforts to notify you of material changes that affect your use of the Services. When the Services are updated, the “Last Updated” date will be changed. Your continued use of the Services after we have updated the Terms of Service constitutes your acceptance of the Terms.

2. Eligibility and Account Registration

You must be at least 18 years old and able to form a legally binding contract to use the Services. You agree to provide accurate, current, and complete information during registration and to keep such information up to date. You must notify us promptly of any unauthorized use of your account.

3. Subscription Plans, Fees, Pricing

Business Users - The fee model applied to a business is determined automatically by the Business User’s subscription plan and a pricing plan established when the Business User onboards with Avani Pay (and the Avani Platform).

Business Users access to the Services requires a paid subscription unless otherwise stated. Subscription fees, billing frequency, and any applicable transaction or processing fees are described at http://www.avanisoftware.com/pricing or in an order form signed by you.

• Fees are billed in advance on a recurring basis (monthly or annually, as selected) and are non-refundable except as required by law or expressly stated in these Terms.
• Avani may change subscription fees upon at least 30 days’ prior notice. Continued use of the Services after a fee change takes effect constitutes acceptance of the new fee.
• You authorize us (or our billing/payment processor) to charge your designated payment method for all fees owed.
• Failure to pay may result in suspension or termination of your access to the Services, in addition to any other remedies available to us.
• You are responsible for all applicable taxes associated with your use of the Services, excluding taxes based on Company’s net income.

End User Clients - Three different pricing models exist for End User Clients of the Business User. The three models include: a) Cash Discount: card payments (credit / debit) have a set percentage added to the service, tip and applicable taxes; b) Surcharge: each Service has a Set Price and a List Price (List = Set + 3%, also applied to tips and taxes. Cash/Debit pays the discounted Set Price; Credit pays the List Price; c) Traditional: standard processing with no system price adjustment.

4. Payment Processing Through Third-Party Processors

The Avani Platform enables you to accept payments from your End Clients using point-of-sale and online payment functionality. All payment processing is performed by one or more independent third-party payment processors (each, a “Payment Processor”) that interact with each other to create a payment processing system for the Avani platform, such as, Dejavoo, DeNovo, Tememos, FiServ, and Maverick]. Company does not itself hold, transmit, or take custody of funds. Dejavoo and Denovo provide the payment terms and the Gateway software for Business Users to physically charge and transmit payment information to Tememos and FiServ. Tenemos and FiServ authorize transactions, and settles fund between the Business User and End User Clients. Maverick provides underwriting and onboarding, risk, and compliance monitoring for Business Users and their End User Clients. Maverick also provides fraud and chargeback tools, and analytics.

To accept payments, you must separately agree to the applicable Payment Processors terms of service, merchant agreement, and privacy policy, and you must comply with all such terms, including underwriting, know-your-customer (KYC), and anti-money-laundering requirements.

• The URLs for these Payment Processors terms are:
• Dejavoo
• Maverick
• FiServ andTenemos.

• Company is not a party to the payment relationship between the Business User, your End Clients, and the Payment Processors, and is not responsible for the acts, omissions, errors, delays, chargebacks, holds, reserves, or terminations imposed by any Payment Processors.
• You as the Business User are solely responsible for the accuracy of amounts charged to your End Clients, for issuing refunds, and for resolving billing disputes with your End Clients.
• You are responsible for your own compliance with the Payment Card Industry Data Security Standard (PCI DSS) and applicable card network rules to the extent you handle cardholder data outside of the Payment Processors’ hosted or tokenized solutions. Is this true, or is this an Avani responsibility?
• We may share information about you and your transactions with the Payment Processors as necessary to enable payment functionality, and the Payment Processors handling of such information is governed by its own privacy policy and terms.

5. Client Data, CRM, and Data Protection

The Avani Platform including Customer Relationship Management (CRM) and related features allow you to collect, store, and manage personal information about your End User Clients (e.g., names, contact details, appointment history, purchase history, and preferences) (“Client Data”).

• As between you and Avani, you are the owner/controller of Client Data you upload or collect through the Avani Services, and you are responsible for ensuring you have all necessary rights, consents, and legal bases to collect, use, and permit Avani to process such data on your behalf.
• Avani acts as a service provider/processor with respect to Client Data and will process it only to provide, maintain, and improve the Services, and as otherwise instructed by you or required by law.
• You represent that your collection and use of the End User Client Data, and your instructions to Company, comply with applicable data protection and privacy laws (which may include, depending on your location and clientele, laws such as the CCPA/CPRA, other U.S. state privacy laws, or GDPR).
• Avani maintains administrative, technical, and physical safeguards designed to protect End User Client Data consistent with industry practice, as further described in our Privacy Policy and, where applicable, a Data Processing Addendum available upon request.
• Upon termination of your account, Company will make Client Data available for export for a limited period as described in Section 12, after which it may be deleted in accordance with our data retention practices.

For details on how Company itself collects and uses information, see our Privacy Policy at www.avanisoftware.com/privacy, which is incorporated into these Terms by reference.

6. Automated Marketing, Loyalty, and Referral Features

The Services include tools that allow you to send automated marketing communications (including email and SMS/text messages) to your End Clients, and to operate loyalty and referral programs. You are solely responsible for your use of these features, including:

• Working with Avani to obtain and maintain all consents (i.e., opt-in consent for SMS and email marketing) required under applicable law before sending marketing communications Obtaining and maintaining all consents including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, CASL, and equivalent state or local laws. These will be obtained during signup of the End User using the Avani Platform;
• Honoring opt-out, unsubscribe, and “do not contact” requests promptly and in accordance with law;
• Ensuring the content of your marketing communications is accurate, non-deceptive, and compliant with applicable advertising, gift card, and loyalty program laws;
• Complying with all terms and conditions of your loyalty or referral program as communicated to End User Clients, including any legal requirements around expiration of loyalty credits, gift cards, or rewards in your jurisdiction.

Avani provides the Avani platform and tools to facilitate these communications and programs but does not review, approve, or control the content you send, and is not responsible for your compliance with the laws referenced above. You, as a Business User, agree to indemnify Company for claims arising from your use of these features, as described in Section 11.

7. Acceptable Use

You agree not to, and not to permit any third party to:

• Use the Services or Avani Platform for any unlawful purpose or in violation of any applicable law or regulation;
• Upload or transmit any content to the Avani Platform or the Services that is fraudulent, defamatory, obscene, or infringes the rights of any third party;
• Attempt to gain unauthorized access to the Services, the Avani Platform, other accounts, or Avani’s systems or networks;
• Reverse engineer, decompile, or attempt to derive the source code of the Services and the Avani Platform;
• Use the Avani Platform and Services to send unsolicited communications in violation of applicable law;
• Interfere with or disrupt the integrity or performance of the Services or the Avani Platform;
• Resell, sublicense, or provide access to the Services and the Avani Platform to any third party except your own authorized staff and your authorized End User Clients, without Avani’s prior written consent.

8. Intellectual Property

Avani retains all right, title, and interest in and to the Services and Avani Platform, including all related software, technology, trademarks, and documentation. Subject to your compliance with these Terms, Avani grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services and the Avani Platform for your internal business purposes during the term of your subscription. You retain all rights to End User Client Data and any content you upload (“Business User Content”), and you grant Company a limited license to host, process, and display the Business User Content solely as necessary to provide the Services on the Avani Platform. Avani is an owner of the AVANI™ and AVANI PAY™ trademarks.

You grant Avani the right to use aggregated and de-identified data derived from your use of the Services (which does not identify you or any End Client) and Avani Platform for purposes of improving, benchmarking, and developing the Services and the Avani Platform.

9. Third-Party Services and Integrations

The Services may integrate with or link to third-party services, including Payment Processors, communication providers (email/SMS delivery), and other software integrations. Company is not responsible for the availability, content, or practices of these third-party services, and your use of them is subject to their own terms and privacy policies.

10. Disclaimers

THE SERVICES AND AVANI PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY PAYMENT PROCESSOR OR THIRD-PARTY SERVICE WILL BE AVAILABLE OR FUNCTION WITHOUT ERROR.

11. Limitation of Liability; Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AVANI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU THE BUSINESS USER TO COMPANY IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITATIONS DO NOT APPLY TO LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR TO THE INDEMNIFICATION OBLIGATIONS DESCRIBED BELOW, TO THE EXTENT SUCH LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, WHICH ARE REFERRED TO AS “ALTERNATE LIABILITIES.” IN NO EVENT SHALL THE TOTAL OR AGGREGATE LIABILITY OF THE CUSTOMER OR COMPANY TOGETHER WITH ALL OF THEIR RESPECTIVE AFFILIATES FOR THE ALTERNATE LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE ANNUAL AMOUNT PAID FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE MONTH IN WHICH THE CLAIM AROSE.

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY FROM AND AGAINST ANY CLAIMS, DAMAGES, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO: (A) YOUR USE OF THE SERVICES IN VIOLATION OF THESE TERMS OR APPLICABLE LAW; (B) CLIENT DATA OR CUSTOMER CONTENT YOU SUBMIT; (C) YOUR MARKETING, LOYALTY, OR REFERRAL ACTIVITIES; OR (D) DISPUTES BETWEEN YOU AND YOUR END CLIENTS OR ANY PAYMENT PROCESSOR.

12. Term; Suspension; Termination

These Terms remain in effect for as long as you maintain an active subscription or use the Services and/or the Avani Platform. You may cancel your subscription at any time in accordance with the cancellation process described on the Platform. Company may suspend or terminate your access to the Services, with or without notice, if you breach these Terms, fail to pay applicable fees, or if we reasonably believe your use poses a security, legal, or reputational risk to Company or third parties.

Upon termination, your right to access the Services ceases. Company will provide you a reasonable opportunity (not less than 30 days, absent cause related to fraud, illegality, or security) to export your End User Client Data before it is deleted from our systems, except as required to be retained by law.

13. Modifications to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice (such as by email or in-app notification) before the changes take effect. Your continued use of the Services after the effective date of the updated Terms constitutes acceptance of the changes.

14. Governing Law; Dispute Resolution

 These Terms of Service, all Business User Disputes and all End Client Disputes shall be governed by the laws of the State of California, without regard to its conflict of law principles. Any Business User claim and End User Client claim is subject to arbitration.

For any Business User or End User Client claims not subject to arbitration under subsections, each Party consents to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California; provided, however, that Avani will not enforce this venue clause against End User Clients who bring claims in a small claims court with proper jurisdiction over such claims.

15. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any order forms, constitute the entire agreement between you and Company regarding the Services.
• Assignment: You may not assign these Terms without Company’s prior written consent. Company may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.
• No Waiver: Company’s failure to enforce any right or provision will not be deemed a waiver of such right or provision.
• Force Majeure: Company will not be liable for delays or failures in performance resulting from causes beyond its reasonable control.
• Notices: Company may provide notices to you via the email address or in-app notifications associated with your account.
• Inure to the Benefits of Successors. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their successors and permitted assigns.

16. Contact Us

If you have questions about these Terms, please contact us at:

AVANI, INC.

700 N BRAND BLVD.

STE 830

GLENDALE, CA 91203

support@avanisoftware.com