Studio Master Terms

PLEASE READ THESE STUDIO MASTER TERMS CAREFULLY. BY ENABLING THE STUDIO OPERATIONS TIER (PRO OR ELITE) ON A STUDIO LISTING THAT YOU CONTROL, YOU AGREE TO BE BOUND BY THESE STUDIO MASTER TERMS IN ADDITION TO THE BAILAR TERMS OF SERVICE AND PRIVACY POLICY. IF YOU DO NOT AGREE, DO NOT ENABLE A PAID PLAN.

These Studio Master Terms (the “Studio Terms”) are entered into between 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”) and the legal entity or person that operates a dance studio, school, instructor practice, event series, or similar business (the “Studio,” “you,” or “your”) and that enables the Bailar Studio Operations tier (Pro or Elite) on a Studio listing for which it has been verified as the rights-holder. They apply to the Studio’s use of the Bailar website at bailar.site, the Studio dashboard at bailar.site/manage, and any associated APIs (collectively, the “Studio Service”). Capitalized terms not defined here have the meanings given to them in the Terms of Service.

1. AUTHORITY AND ELIGIBILITY

1.1 Authority. The individual accepting these Studio Terms on behalf of a Studio represents and warrants that the individual is at least eighteen (18) years of age, has been authorized by the Studio to enter into a binding agreement on the Studio’s behalf, and has provided accurate identifying information for the Studio (legal name, business address, country of incorporation, and contact email).

1.2 Eligibility. Studios must operate a lawful dance-instruction, social-dance event, or related business and must not appear on any U.S. Treasury OFAC sanctions list. Studios located in jurisdictions subject to comprehensive U.S. economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea / Donetsk / Luhansk regions of Ukraine) are not eligible.

1.3 Verification. Bailar verifies Studio ownership through a claim-and-confirmation flow (the “Claim Flow”) that includes domain or social-handle verification, dance-credential evidence, or a return-mail confirmation step. Bailar may revoke a Studio’s access if the Claim Flow result is later disputed by a competing claimant with stronger evidence of ownership.

2. SUBSCRIPTION TIERS, PRICING, AND BILLING

2.1 Plans. The Studio Service is offered in three tiers:

Plan	Monthly	Annual (save ~17%)	Marketplace platform fee
Free	$0	$0	2.5% of each marketplace transaction
Pro	$29 USD	$290 USD	0% on Bailar-charged marketplace transactions; Stripe’s processing fee still applies
Elite	$79 USD	$790 USD	0% on Bailar-charged marketplace transactions; Stripe’s processing fee still applies; advanced analytics, priority placement, and concierge support included

2.2 Founding Studios 180-day free trial of Pro. The first one hundred (100) Studios to complete the Claim Flow are eligible for a one hundred eighty (180)-day free trial of the Pro plan under the Founding Studios Program Terms. The Founding Studios trial applies to the Pro plan only; Elite has no Founding trial. At the end of the 180-day trial, the Pro subscription auto-converts to the then-current standard Pro price in Section 2.1.

2.3 Billing. Paid subscriptions are billed in advance on a monthly or annual basis through Stripe. The billing cycle starts on the day you enable the paid plan and renews automatically until cancelled. You may upgrade, downgrade, or cancel at any time from the Studio dashboard; downgrades take effect at the end of the then-current billing period.

2.4 Taxes. Subscription fees are exclusive of any sales, use, value-added, goods-and-services, or similar transaction tax. Where Bailar is required to collect such tax, Bailar will add it to the invoice; otherwise, you are responsible for self-assessing and remitting it to the applicable authority.

2.5 Refunds and cancellation. Subscription cancellation and any refund of paid subscription fees are governed by the Refund & Cancellation Policy. The Bailar platform fee on marketplace transactions (Section 2.1 above) is non-refundable except where a refund is required by applicable law or where the underlying transaction is reversed under the Refund & Cancellation Policy.

2.6 Price changes. Bailar may change the standard Pro or Elite price at any time on at least thirty (30) days’ notice. Founding Studios pricing is governed by the Program Terms and may not be changed for the lifetime of the discount except as expressly permitted by the Program Terms (e.g., Program sunset on 90 days’ notice).

2.7 Previously-accepted Studios. Studios that accepted a prior version of these Studio Terms (or were onboarded under the Founding Studios Program before these Studio Terms first took effect) continue to operate under the terms in force at the time of their acceptance, except for: (a) the Refund & Cancellation Policy and the data-handling provisions in Section 6, which apply prospectively to all Studios as updated; and (b) any provision that the law requires to be applied retroactively. We will give at least thirty (30) days’ notice before changing any other material term that would apply to a Studio’s active subscription.

3. STRIPE CONNECT AND PAYOUTS

3.1 Connected account. To receive payouts from marketplace transactions (event tickets, class bookings, instructor sessions, merchandise where applicable), the Studio must create and maintain a Stripe Connect account linked to its Bailar listing. The Stripe account is created and operated under Stripe’s own Connected Account Agreement and Services Agreement; Bailar is not a party to those agreements and has no authority to override them.

3.2 Controller properties (destination-charge platform). Bailar operates Stripe Connect under the destination-charge architecture. Bailar is the “platform” and Stripe is the “payment processor”; Stripe is responsible for fraud screening, network compliance, fund flow, and the collection of identity verification information required by Stripe’s Know-Your-Customer (KYC) and Know-Your-Business (KYB) processes. The Studio is the “connected account” and the merchant of record for the underlying goods or services it delivers (the class, the event, the session, the merchandise).

3.3 KYC / KYB. Stripe will request identity and beneficial-ownership information from the Studio during onboarding and may request additional information at any time during the relationship. The Studio agrees to provide such information directly to Stripe in a timely manner. Bailar may withhold pending payouts and disable new charges on the Studio’s listing if Stripe places the account in a restricted, paused, or rejected state.

3.4 Payout schedule. Stripe payouts to the Studio’s connected account follow Stripe’s default schedule for the Studio’s country (typically 2–7 business days after a successful charge), subject to any reserve or hold Stripe applies. Bailar does not hold or control funds.

3.5 Chargebacks, refunds, and reversals. Buyer-initiated chargebacks, network reversals, ACH returns, and refunds initiated by the Studio or required by Bailar’s Refund & Cancellation Policy are funded out of the Studio’s connected-account balance, in line with Stripe Connect’s standard liability allocation. The Bailar platform fee on the underlying transaction (where applicable) is non-refundable except where required by law or where Bailar otherwise agrees in writing. Bailar reserves the right to debit the Studio’s connected-account balance, withhold pending payouts, or invoice the Studio directly for any amount owed to Bailar or its buyers under this Section.

3.6 Disputes. The Studio is responsible for responding to chargeback evidence requests within the network-imposed timeline and for the underlying delivery of the goods or services. Bailar may, but is not obligated to, provide platform-level evidence to the Studio (e.g., RSVP timestamps, IP / device metadata, attendance logs) to assist in chargeback response.

4. MARKETPLACE FACILITATOR ROLE AND TAX

4.1 Marketplace facilitator. Where required by applicable U.S. state or local law and Bailar has economic nexus in the jurisdiction, Bailar acts as a “marketplace facilitator” with respect to marketplace transactions sold through the Studio Service. In its facilitator role Bailar will calculate, collect, and remit applicable state and local sales, use, ticket, amusement, or similar transaction tax on the buyer’s behalf and provide the Studio with documentation in the Studio dashboard or via Stripe’s reporting. In all other jurisdictions, the Studio remains responsible for any sales-, ticket-, amusement-, or other transaction-tax obligations applicable to the underlying event, class, or session.

4.2 Income tax and licensing. The Studio is responsible for its own income tax, self-employment tax, dance-instruction or business-license requirements, and any sector-specific regulation (insurance, music-license royalties, sound-recording rights, alcohol or food-handling licensing for events).

4.3 State-specific buyer disclosures (Connecticut, Massachusetts, California, New York). Bailar’s checkout displays the all-in total payable, the platform fee, applicable taxes, and any Studio-imposed surcharge as separate line items before the buyer authorizes payment. Where the Studio imposes a card-acceptance surcharge or any other surcharge that is required by Connecticut General Statutes § 42-110b, Massachusetts 940 C.M.R. 38.00, California Civil Code § 1770(a)(29), New York Arts and Cultural Affairs Law § 25.07, or any equivalent federal “total price” regime to be disclosed as a separate line, the Studio is solely responsible for the accuracy and timing of that disclosure on the Studio’s side of the checkout flow and in its own communications. Where the Studio imposes a card-acceptance surcharge specifically, additional state-law regimes may apply, including Connecticut General Statutes § 42-133ff, Massachusetts General Laws chapter 140D § 28A, California Civil Code § 1748.1, and New York General Business Law § 518; the Studio represents that it will comply with the applicable disclosure and ceiling rules in those statutes and indemnifies Bailar against claims arising from non-compliance. The Studio agrees not to advertise a base price that excludes mandatory fees in jurisdictions where doing so is prohibited.

5. STUDIO CONTENT AND ATTRIBUTION

5.1 Studio content. “Studio Content” means schedules, class descriptions, instructor bios, photos, videos, pricing, contact details, replies to reviews, marketing copy, and any other material the Studio submits through the Studio dashboard or any related API.

5.2 License to Bailar. The Studio grants Bailar a worldwide, non-exclusive, royalty-free, sub-licensable license to use Studio Content for the operational purposes described in Section 4.4 of the Terms of Service (as narrowed by Section 4.4.1 of the Terms of Service), including displaying the Studio Content within the Studio’s listing on Bailar, in directory, search, and recommendation surfaces, in transactional and lifecycle communications about that Studio sent to Bailar users who have shown interest in the Studio, and in aggregated, anonymized, or de-identified statistics. Bailar does not sell or sub-license Studio Content as a standalone commercial dataset and does not use Studio Content to train third-party general-purpose AI foundation models for commercial sale.

5.3 Representations. The Studio represents and warrants that it has all necessary rights to submit the Studio Content (including photo-release consents from instructors and students depicted in photos and videos, sound-recording and music-license rights for any audio it submits, and trademark rights for any logos), that the Studio Content does not infringe third-party rights, and that the Studio Content is true and not misleading.

5.4 Social embeds. Section 4.9 of the Terms of Service governs the display of third-party social embeds (Instagram, TikTok, YouTube, Facebook). The Studio may hide individual embeds from its Studio dashboard at any time.

6. DATA PROCESSING ROLES

6.1 Independent controllers (most uses). With respect to personal information about consumers (Bailar users who book a class, attend an event, or message the Studio through Bailar), Bailar and the Studio are independent controllers. Each party determines independently the means and purposes of its own processing for its own legal purposes, and each party is independently responsible for complying with the laws applicable to it.

6.2 Bailar as processor for Studio-controlled data. Where the Studio uses the Studio Service to upload a contact list, an existing customer roster, attendance records, or other data for which the Studio is the data controller (collectively, “Studio-Controlled Data”), Bailar processes that Studio-Controlled Data as a processor on the Studio’s behalf under the Bailar Data Processing Addendum (the “DPA”), which is incorporated into these Studio Terms by reference and applies automatically whenever the Studio uploads Studio-Controlled Data. The DPA contains GDPR Article 28, CCPA Service Provider, and Quebec Law 25 Article 18.3 commitments, the subprocessor list, security measures, and breach-notification SLAs.

6.3 Subprocessors. Bailar’s current subprocessor list is published at bailar.site/legal/subprocessors and is the authoritative list for both the Studio Service and the DPA.

6.4 Anti-spam — marketing to Bailar users. The Studio may not use the Bailar messaging or notification surfaces to send unsolicited bulk marketing to Bailar users with whom the Studio does not have a prior relationship (a “Bailar user” is anyone who has not affirmatively followed the Studio, booked the Studio in the past 24 months, or otherwise opted in to receive messages from the Studio on Bailar). Bailar may rate-limit, throttle, or block Studio-initiated messaging that triggers Bailar’s anti-spam heuristics. The Studio represents and warrants that any phone number or email address it uploads through the Studio dashboard was lawfully obtained with the data subject’s permission to be contacted for marketing purposes, where such permission is required by applicable law (including the TCPA, CASL, and GDPR).

7. STUDIO OBLIGATIONS

7.1 Accurate listing. The Studio agrees to keep its listing accurate (schedule, pricing, location, contact information). The Studio acknowledges that Bailar relies on the accuracy of the Studio Content to set buyer expectations and route refunds and complaints.

7.2 Honor reservations. If a buyer purchases a ticket, books a class, or reserves a session through Bailar, the Studio will honor that purchase under the Studio’s published terms (capacity, refund window, dress code). A pattern of canceled or no-show classes may trigger Bailar’s buyer-protection refund obligations under the Refund & Cancellation Policy.

7.3 Compliance. The Studio will comply with all laws applicable to its operations, including consumer-protection, ticket-resale, music-licensing, safety, employment, anti-discrimination, and child-safety laws.

7.4 No retaliation. The Studio will not retaliate against any Bailar user for leaving an honest review or filing a good-faith complaint or report.

7.5 Brand and trademark. Use of the “Bailar” name and logo by the Studio is governed by the Trademark Use Policy. The Studio may describe itself as “Listed on Bailar” or “Available on Bailar” but may not imply Bailar endorsement, partnership, or exclusivity without Bailar’s prior written consent.

8. SUSPENSION AND TERMINATION

8.1 Suspension grounds. Bailar may suspend or restrict the Studio’s access to the Studio Service, withhold pending payouts, or both, if: (a) Stripe places the Studio’s connected account in a restricted, paused, or rejected state; (b) the Studio violates these Studio Terms, the Terms of Service, the Community Guidelines, or the Child Safety Standards; (c) the Studio engages in fraud, chargeback abuse, or transactions that violate U.S. economic sanctions; (d) Bailar receives a credible third-party complaint alleging unsafe conduct, harassment, or unlicensed operation by the Studio; or (e) the Studio fails to pay subscription fees when due after a thirty (30)-day cure period.

8.2 Termination by the Studio. The Studio may terminate its paid subscription at any time from the Studio dashboard. The Studio listing itself reverts to the Free tier; the listing remains visible on Bailar (the public directory is a separate matter from the Studio Service).

8.3 Termination by Bailar. Bailar may terminate these Studio Terms and the Studio’s paid subscription on thirty (30) days’ notice for any reason or no reason, or immediately for material breach by the Studio that is not cured within fifteen (15) days of notice. On a permanent ban for severe violations (CSAM, fraud, sanctions evasion), Bailar may terminate immediately without notice.

8.4 Effect of termination. On termination of the paid subscription, the Studio loses access to Pro/Elite features prospectively. The Studio Content the Studio uploaded remains in Bailar’s systems consistent with the survival language in Section 4.6 of the Terms of Service (encrypted disaster-recovery backups up to 90 days; aggregated and de-identified data indefinitely). On termination of the listing itself (not just the paid subscription), the Studio may export its Studio-Controlled Data through the Studio dashboard or by emailing privacy@bailar.site within thirty (30) days of termination.

9. INDEMNIFICATION

9.1 The Studio agrees to defend, indemnify, and hold harmless Bailar and its officers, directors, employees, contractors, agents, affiliates, subsidiaries, successors, and assigns from any claim, liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) arising from: (a) any goods or services the Studio delivers (including injuries at the Studio’s classes or events, allegations of harassment by Studio personnel, allegations of unlicensed instruction, alleged music-licensing infringement, or alleged consumer-protection violations); (b) the Studio Content or Studio-Controlled Data the Studio submits; (c) the Studio’s violation of these Studio Terms, the Terms of Service, the Privacy Policy, the Community Guidelines, the DPA, or any applicable law; (d) the Studio’s violation of third-party rights (including intellectual-property, privacy, and publicity rights); (e) tax or licensing obligations the Studio fails to meet; or (f) the Studio’s use of the Studio Service to send messaging that violates the TCPA, CAN-SPAM, CASL, GDPR, or any equivalent law.

9.2 Bailar may, at its option, assume the exclusive defense and control of any matter for which the Studio is required to indemnify Bailar; the Studio agrees to cooperate at the Studio’s expense.

10. DISCLAIMERS AND LIMITATION OF LIABILITY

10.1 THE STUDIO SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, BAILAR DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THAT THE STUDIO SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

10.2 BAILAR’S TOTAL AGGREGATE LIABILITY UNDER THESE STUDIO TERMS, WHETHER IN CONTRACT, TORT, INDEMNITY, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY THE STUDIO TO BAILAR (NET OF MARKETPLACE PASS-THROUGH) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000). IN NO EVENT WILL BAILAR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES.

10.3 THE LIMITATIONS IN THIS SECTION 10 ARE A FUNDAMENTAL ELEMENT OF THE BARGAIN. THE STUDIO SERVICE WOULD NOT BE OFFERED WITHOUT THEM.

11. DISPUTE RESOLUTION

11.1 Arbitration. Any dispute arising from these Studio Terms shall be resolved through final and binding individual arbitration under the Commercial Arbitration Rules of the American Arbitration Association, conducted by a single arbitrator in Miami-Dade County, Florida, applying Florida law (without regard to its conflict-of-laws principles). The arbitrator’s decision is final and may be entered as a judgment in any court of competent jurisdiction.

11.2 CLASS ACTION AND JURY TRIAL WAIVER. THE STUDIO 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.

11.3 Carve-out. Either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to protect intellectual property, confidential information, or to enforce Section 7.5 (Brand and trademark).

11.4 Limitation period. Any claim must be commenced within one (1) year after the cause of action accrues or be permanently barred, except where applicable law prohibits a one-year limitation.

12. GENERAL

12.1 Entire agreement. These Studio Terms, together with the Terms of Service, the Privacy Policy, the DPA (when activated), the Refund & Cancellation Policy, the Community Guidelines, the Trademark Use Policy, and any Founding Studios Program Terms in effect, constitute the entire agreement between the Studio and Bailar regarding the Studio Service.

12.2 Order of precedence. Where these Studio Terms conflict with the Terms of Service with respect to subjects unique to Studios (marketplace facilitator, Stripe Connect, payouts, chargebacks, Studio Content, Studio-Controlled Data, anti-spam, indemnification), these Studio Terms control. Where the Founding Studios Program Terms conflict with these Studio Terms with respect to price, payment frequency, or the Founding Discount, the Program Terms control for the lifetime of the Founding Discount. Otherwise, the Terms of Service control.

12.3 Changes. Bailar may modify these Studio Terms on at least thirty (30) days’ notice through the Studio dashboard or by email to the Studio’s billing contact. Continued use of the Studio Service after the effective date of the change constitutes acceptance.

12.4 Assignment. The Studio may not assign these Studio Terms without Bailar’s prior written consent. Bailar may assign these Studio Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, on notice to the Studio.

12.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force; the invalid provision is modified to the minimum extent necessary to render it valid and enforceable.

12.6 Notices. Notices to Bailar must be sent to legal@bailar.site. Notices to the Studio may be sent to the email or postal address on the Studio’s Stripe Connect account or its Studio dashboard.

12.7 Survival. Sections 2.5, 3.5, 4, 5, 6, 8.4, 9, 10, 11, and 12 survive termination.

13. CONTACT

Bailar, Inc.
401 Ocean Dr, Suite 404
Miami Beach, FL 33139
United States
Studio support: studios@bailar.site (when available) or legal@bailar.site
Privacy / DPA inquiries: privacy@bailar.site
Trademark inquiries: legal@bailar.site