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Terms & Conditions

Last updated: March 10, 2026

 

1. Definitions

For the purposes of these Terms of Service (“Terms”):

“Platform” means the online marketplace and related services operated by the Operator for the purpose of enabling professional participants in the cosmetics industry to identify, connect, collaborate, and enter into commercial Transactions, including through introductions, matching, communication tools, data access, contract facilitation, and any ancillary or future services made available by the Operator from time to time.

“Operator”, “we”, “us”, or “our” refers to LOUISBOSS INC., a company incorporated under the laws of State of Delaware, with registered office at 100 Church Street, New York, NY 10007.

“Member” means any individual or legal entity registered on the Platform, including cosmetic brands, OEM/manufacturers, influencers, creators, agencies, or other commercial participants.

“Brand” means a company commercialising cosmetic or personal-care products.

“OEM” means a manufacturer offering white-label, private-label, or contract manufacturing services.

“Influencer” means a content creator, public figure, or entity leveraging an audience to promote, co-brand, or launch cosmetic products.

“Introduced Parties” means Members who were introduced, identified, matched, or became aware of each other through the Platform, directly or indirectly.
Introduced Parties shall be deemed to exist where the Platform was a material contributing factor in enabling, facilitating, or accelerating the parties’ connection or commercial engagement, irrespective of whether the parties had prior awareness of each other.

For the avoidance of doubt, the Platform need not be the sole or proximate cause of a Transaction, provided it contributed in a commercially meaningful manner to the parties’ connection or engagement.

“Transaction” means any agreement, arrangement, understanding, collaboration, engagement, or series of related dealings between two or more Members (including Introduced Parties), whether:

  • written or oral;

  • legally binding or not;

  • direct or indirect;

  • concluded on or off the Platform;

pursuant to which economic value is created, exchanged, or reasonably expected to be created or exchanged, including without limitation through:

  • manufacturing, supply, or distribution of products;

  • white-label, private-label, or co-branding arrangements;

  • licensing, royalty, or revenue-sharing structures;

  • influencer promotion, endorsement, or content creation;

  • equity participation, joint ventures, or profit participation;

  • pilot projects, test launches, or phased commercial roll-outs.

A Transaction shall be deemed to exist regardless of the form, timing, or structure of the arrangement and irrespective of whether consideration is paid upfront, deferred, contingent, or routed through third parties or affiliates.
This definition shall apply for all purposes of these Terms, including fee entitlement, anti-circumvention, reporting obligations, and survival.

“Platform Fee” means the fee payable to the Operator in accordance with Section 6.

 

2. Scope of the Platform

The Platform is a B2B matchmaking, facilitation, and enablement service designed to:

  • connect Brands, OEMs, and Influencers;

  • facilitate product development, white-label manufacturing, co-branding, and influencer-led brand launches;

  • provide optional tools such as templates, workflow support, messaging, and customised contract drafting.

The Operator does not:

  • act as a manufacturer, distributor, influencer, agent, broker, or employer of Members;

  • guarantee the success, legality, or performance of any Transaction;

  • provide legal, regulatory, tax, or financial advice.

 

 

3. Eligibility and Registration

 

3.1 Professional Use Only

The Platform is intended exclusively for professional, commercial users acting in a business capacity.

 

3.2 Accurate Information

Members must provide accurate, complete, and up-to-date information during registration and throughout their use of the Platform.

 

3.3 Authority

By registering, the Member represents that they have full legal authority to bind the entity they represent.

 

3.4 No Consumer Use
The Platform is intended solely for business users acting in a professional or commercial capacity.

 

Individuals acting as consumers within the meaning of applicable consumer protection laws are not permitted to use the Platform, and no consumer rights shall apply.

 

Influencers registering on the Platform acknowledge that they do so in a professional capacity, whether acting through a legal entity or as a self-employed business.

 

 

4. Nature of Relationships

No partnership, agency, joint venture, employment, or fiduciary relationship is created between:

  • the Operator and any Member; or

  • Members themselves by virtue of using the Platform.

Any Transaction is entered into solely between the relevant Members.

Members acknowledge that they act as independent commercial counterparties and not as employees, workers, agents, or representatives of the Operator or of each other.

 

 

5. Use of the Platform

Members agree to:

  • use the Platform in good faith;

  • not misrepresent identity, intentions, or capabilities;

  • comply with all applicable laws and regulations, including those relating to cosmetics, advertising, influencer disclosures, competition, and intellectual property.

 

 

6. Fees and Platform Remuneration

 

6.1 Platform Fee Entitlement

In consideration for access to the Platform, introductions, matching, facilitation, and related services, the Operator is entitled to receive a platform fee (the “Platform Fee”) in connection with any Transaction concluded between Introduced Parties.

The Platform Fee constitutes remuneration for the Operator’s role in enabling the commercial opportunity and applies irrespective of whether the Transaction is negotiated, executed, or documented on or off the Platform.

 

6.2 Fee Base – Total Gross Transaction Value

The Platform Fee shall be calculated by reference to the total gross value of the relevant Transaction (the “Total Gross Transaction Value”).

The Total Gross Transaction Value means the aggregate economic value of all consideration payable or attributable to the Transaction, whether directly or indirectly, including without limitation:

  • manufacturing fees, pricing, and minimum order commitments;

  • licensing, royalty, revenue-share, or profit-share arrangements;

  • influencer fees, endorsement fees, or content-related remuneration;

  • milestone payments, success fees, and performance-based consideration;

  • recurring, deferred, or contingent payments contractually agreed.

Unless expressly agreed otherwise in writing, the Total Gross Transaction Value excludes only value-added tax (VAT) or similar sales taxes.

 

6.3 Fee Structure and Calculation Mechanics

The applicable fee structure, including without limitation:

  • applicable fee rates or percentages;

  • tiered pricing;

  • minimum fees or caps;

  • differentiation by Transaction type or participant category;

  • timing and method of payment,

shall be disclosed on the Platform, set out in a separate fee schedule, and/or agreed between the Operator and the relevant Member(s) in writing, as applicable at the time the Transaction is concluded.

For the avoidance of doubt, the Total Gross Transaction Value defines the fee base, while the fee structure defines the applicable rate(s) and calculation method.

 

6.4 No Fixed Percentage Required

Members expressly acknowledge and agree that:

  • the Operator’s entitlement to a Platform Fee does not depend on a fixed percentage being stated in these Terms; and

  • the absence of a specific percentage in these Terms does not affect, limit, or invalidate the Operator’s right to receive the Platform Fee in accordance with the applicable fee structure.

 

6.5 Anti-Circumvention and Off-Platform Transactions

The Platform Fee shall be due in respect of any Transaction concluded between Introduced Parties, whether:

  • negotiated, executed, or performed on or off the Platform;

  • communications occur via the Platform or through external channels;

  • concluded directly or indirectly, including through affiliates, agents, intermediaries, or related parties.

Any attempt to structure a Transaction so as to avoid payment of the Platform Fee shall constitute a material breach of these Terms.

In the event of such breach, the Operator shall be entitled, without limitation and without prejudice to any other rights or remedies available at law or in equity, to:

  • claim payment of the Platform Fee as if the circumvention had not occurred;

  • claim damages resulting from the breach;

  • seek injunctive or equitable relief to prevent or remedy the circumvention; and

  • recover reasonable costs incurred in connection with the investigation and enforcement of its rights, including legal and professional fees, to the extent permitted by applicable law.

Where a Transaction is concluded between Introduced Parties, it shall be presumed, unless proven otherwise by the relevant Member(s), that the Transaction is subject to the Platform Fee.

For the purposes of this Section, Transactions entered into by a Member’s affiliates, shareholders, directors, officers, or controlled entities shall be deemed Transactions of that Member.

Nothing in these Terms is intended to restrict Members from engaging in lawful competition or independent commercial activities that do not arise from, are not facilitated by, and are not commercially linked to Introduced Parties.

 

6.6 Reporting and Cooperation

Members shall notify the Operator without undue delay and in any event within fourteen (14) days of entering into any Transaction with Introduced Parties.

Members shall, upon reasonable request, provide information necessary to verify the Total Gross Transaction Value and calculate the applicable Platform Fee.
 

Failure to comply with this obligation shall constitute a material breach of these Terms.

Late or omitted notification shall not relieve the Member of its obligation to pay the Platform Fee.

 

6.7 Audit and Verification

The Operator shall be entitled, upon reasonable notice and no more than once per calendar year (unless a breach is reasonably suspected), to verify compliance with this Section 6, including by requesting relevant transaction summaries or confirmations.

 

Where sufficient information is not provided, the Operator may calculate the Platform Fee based on reasonable estimates, which shall be binding unless the Member demonstrates manifest error. Such estimates shall be binding and enforceable unless the Member demonstrates, with contemporaneous documentary evidence, that the estimate is materially incorrect.

 

Members shall cooperate in good faith in any investigation or verification relating to compliance with these Terms.

 

 

6.8 Survival

The obligations under this Section 6 shall survive termination of a Member’s account for the longer of:

  • twenty-four (24) months following termination; or

  • the duration of any Transaction contemplated or resulting from the introduction.

 

 

7. Contracts and Customised Agreements

The Platform may offer standardised templates or customised agreements for convenience only.
Such documents do not replace independent legal advice.

The Operator does not guarantee enforceability or regulatory compliance in any jurisdiction.

 

 

8. Intellectual Property

All Platform content, software, branding, and tools are owned by or licensed to the Operator.

Members retain ownership of their own intellectual property but grant the Operator a limited, non-exclusive licence to use submitted content for Platform operation and marketing.

 

 

9. Confidentiality

Members shall treat as confidential all non-public information obtained through the Platform, including business terms, pricing, formulations, manufacturing processes, and commercial strategies.

 

These confidentiality obligations shall survive termination.
 

The Operator and affected Members shall be entitled to seek injunctive relief in the event of breach.

 

Members acknowledge that information may be processed or accessed on a cross-border basis in connection with operation of the Platform.

 

 

10. Data Protection
The Operator processes personal data in accordance with applicable data protection laws.

 

Further details regarding the collection, use, transfer, and processing of personal data are set out in the Platform’s Privacy Policy, as amended from time to time, which forms an integral part of these Terms and is available on the Platform.

 

Members acknowledge and agree that personal data may be processed and transferred internationally in connection with the operation of the Platform, in accordance with applicable data protection laws and the Privacy Policy.

 

 

11. Termination

The Operator may suspend or terminate access in case of breach, non-payment, misuse, or legal or regulatory risk.

 

Termination does not affect accrued payment obligations, including Platform Fees.

 

 

12. Limitation of Liability

To the maximum extent permitted by law:

  • the Operator shall not be liable for indirect, consequential, or loss-of-profit damages;

  • total liability shall not exceed the higher of (i) the Platform Fees paid by the Member in the preceding twelve (12) months or (ii) EUR 10,000 (or equivalent in local currency).

 

The parties agree that this limitation of liability reflects a reasonable allocation of risk and forms an essential basis of the commercial bargain.

 

The limitations of liability set out in these Terms do not apply to the Indemnification Obligations, to the extent prohibited by applicable law.

 

 

13. Indemnification

Members shall indemnify and hold harmless the Operator from claims arising out of Transactions, regulatory non-compliance, intellectual-property infringement, or breach of these Terms.

 

The Operator may assume control of the defence of any indemnified claim, and the Member shall provide reasonable cooperation. No settlement affecting the Operator may be entered into without the Operator’s prior written consent.

 

Indemnification obligations apply regardless of any limitation of liability, except to the extent such limitation is mandatory under applicable law.

 

 

14. Dispute Escalation

The parties shall use reasonable efforts to resolve disputes amicably before initiating formal proceedings, without prejudice to the Operator’s right to seek urgent injunctive relief.

 

At any time prior to the commencement of court proceedings, the Operator may elect to submit the dispute to confidential arbitration under the rules of LCIA/SIAC, seated in London/Singapore, in the English language.

 

 

15. Class Action Waiver
To the fullest extent permitted by applicable law, Members agree that any dispute shall be brought solely in their individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

 

 

16. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the United States, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

 

Exclusive jurisdiction shall lie with the courts of New York, U.S., subject to the Operator’s right to seek injunctive or equitable relief in any competent jurisdiction.

 

If the chosen governing law is held inapplicable or unenforceable, the laws most closely connected to the dispute, excluding conflict-of-law rules, shall apply.

 

 

17. Governing Language

These Terms are drafted in English. In the event of translation, the English version shall prevail.

 

 

18. Amendments

The Operator may amend these Terms with prior notice. Continued use of the Platform constitutes acceptance.

 

 

19. Entire Agreement

These Terms constitute the entire agreement between the Operator and the Member regarding the subject matter and supersede all prior discussions or understandings.

 

 

20. Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

 

 

21. Assignment

The Operator may assign these Terms in connection with a merger, sale of assets, or restructuring. Members may not assign without prior written consent.

 

 

22. No Waiver

Failure to enforce any provision shall not constitute a waiver of future enforcement.

 

 

23. Export Controls and Sanctions

Members represent and warrant that neither they nor their counterparties are subject to sanctions or located in jurisdictions subject to comprehensive trade embargoes.

 

The Operator shall have no obligation to verify such compliance and shall not be liable for any breach thereof by Members.

 

 

24. Force Majeure
Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, acts of government, war, epidemics, or failures of telecommunications or power infrastructure.

 

The affected party shall notify the other party within a reasonable time of the force majeure event.

The affected party shall use reasonable efforts to mitigate the effects of the force majeure event.

 

 

25. Contact

For questions regarding these Terms, please contact:
legal@louisboss.com

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