These Aescape Network Terms and Conditions (these “Network Terms”) govern participation in the Aescape Network by any partner (“Partner”) that has agreed to participate in the Aescape Network under a network exhibit, addendum, or other agreement with Aescape Recovery, Inc. (“Aescape”) that incorporates these Network Terms (the “Network Agreement,” and the underlying device, platform, subscription, or lease agreement between the parties, the “Agreement”). Capitalized terms used but not defined herein have the meanings given in the Network Agreement or the Agreement.
Aescape may modify these Network Terms in accordance with Section 7. Partners will receive at least thirty (30) days’ prior written notice of any material change.
1. The Aescape Network
1.1 Overview. The Aescape Network is Aescape’s booking infrastructure and consumer-facing booking environment, including Aescape’s website (aescape.com), consumer mobile application, and on-location Concierge experience, together with any successor or additional channels through which consumers may discover, book, and pay for sessions on Aescape devices at Partner locations (collectively, the “Aescape Booking Platform”). The Aescape Booking Platform is part of the Aescape Network, and use of the Aescape Booking Platform constitutes participation in the Aescape Network. Partners may use their own booking systems for sessions on Aescape devices; such sessions are addressed in Section 1.2.
1.2 Network Sessions. A “Network Session” is a session on an Aescape device at a Partner location that is booked or transacted through the Aescape Booking Platform. A session booked directly through Partner’s own booking system under a supported two-way integration is not a Network Session.
1.3 Member Classification. A “New Member” is a consumer for whom the applicable Network Session is the first completed and paid session recorded anywhere on the Aescape Network. A “Returning Member” is a consumer who has previously completed and paid for at least one session recorded on the Aescape Network, regardless of location or booking channel. Classification is determined at the time of booking based on Aescape’s records. A session for which no payment is collected does not establish New or Returning Member status. Member classification is relevant only to Aescape-Driven Sessions (Section 2.2).
2. Network Fees
2.1 How Fees Work. Network Fees reflect what Aescape provides for a given booking, determined per booking by its channel and source: a demand fee where Aescape generates the booking; a commerce fee where Partner drives the booking but it is transacted on Aescape’s booking and payment infrastructure; and no fee where Aescape provides neither. Sessions will either have a demand fee, a commerce fee or no fee associated. All Network Fees are inclusive of credit card and payment processing costs, which Aescape bears. “Network Fees” means the fees set forth in Section 2, as updated from time to time under Section 7.
2.2 Demand Fee — Aescape-Driven Sessions. An “Aescape-Driven Session” is a Network Session generated by Aescape, including through Aescape’s marketing and owned channels, paid media, lifecycle and re-engagement programs, demand partners, and Aescape-scoped packages, subscriptions, gifts, and promotions. The Demand Fee is 30% of the consumer-facing session price for a New Member session and 15% for a Returning Member session.
2.3 Commerce Fee — Partner-Attributed Sessions. A “Partner-Attributed Session” is a Network Session that Partner drives but that is transacted on the Aescape Booking Platform, identified by a Partner Attribution Method under Section 3. The Commerce Fee is 7.5% of the consumer-facing session price, regardless of the consumer’s member classification — including where the consumer is new to the Aescape Network. The Demand Fee applies only to sessions Aescape drives. The Commerce Fee compensates Aescape for booking, scheduling, payment processing, and platform infrastructure, and is inclusive of credit card and payment processing costs.
2.4 No Fee. No Network Fee applies to: (a) a session booked directly through Partner’s own booking system under a supported two-way integration; or (b) any session for which no payment is collected from the consumer by either party, including Aescape-funded sessions for Aescape personnel or VIPs, demonstration sessions, and other zero-payment sessions.
2.5 Promotional Pricing. Aescape may offer promotional pricing, discounts, or incentives to consumers. Where a session is discounted, in whole or in part, the Network Fee is calculated on the amount actually paid by the consumer (the "Realized Price"), not the undiscounted list price. Partner receives the Realized Price less the applicable Network Fee. Where no payment is attributed to a session, no Network Fee applies.
Example: A session with a list price of $100 is discounted 20%, and the consumer pays $80. The Network Fee is calculated on $80. If the applicable Network Fee is 30% (first-time Aescape-driven booking), the fee is $24 and Partner receives $56. If the applicable Network Fee is 7.5% (partner-originated booking), the fee is $6 and Partner receives $74.
2.6 For a partial refund issued under Partner’s cancellation policy, the Network Fee is recalculated on the Refunds; Partial Refunds; Chargebacks; No-Shows. No Network Fee is assessed or retained on a session that is refunded in full or results in a chargeback; if a Network Fee was already deducted, Aescape will credit it to Partner in the next payment cycle amount retained. Aescape does not pass through to Partner chargeback fees or amounts returned in consumer disputes. For a no-show, a Network Fee applies only if the consumer is charged for the session.
2.7 Collection and Remittance. Aescape collects consumer payments for Network Sessions, deducts the applicable Network Fees and taxes, and remits the remainder to Partner monthly, in accordance with the payment timing set forth in the Network Agreement or the Agreement (or, where no timing is specified, no later than the last day of the month following the month of collection). Payment processing costs for Network Sessions are borne by Aescape and are not separately deducted.
2.8 Reporting. Aescape will provide Partner with monthly reporting on Network Session volume, fees deducted and remittance amounts.
3. Partner Attribution
3.1 Attribution Methods. A Network Session is identified as a Partner-Attributed Session by any of the following (each, a “Partner Attribution Method”): (a) the booking is made through the on-location Concierge experience at Partner’s location; (b) the booking uses a Partner-specific promotional or attribution code issued for Partner’s customers; (c) the consumer appears on a customer list supplied by Partner to Aescape; or (d) any other attribution method Aescape makes available from time to time. Aescape will apply Partner Attribution Methods based on its records at the time of booking.
3.2 Partner Lists. Partner is responsible for supplying and maintaining any customer list by such means as Aescape makes available from time to time. Partner represents that individuals it submits for attribution are customers Partner genuinely acquired through its own channels. Absent a valid Partner Attribution Method, a Network Session is treated as an Aescape-Driven Session.
3.3 Partner-Scoped Programs. Partner may offer partner-scoped promotions, packages, and subscriptions through the Aescape Booking Platform as and where supported. Sessions transacted under a partner-scoped program are Partner-Attributed Sessions. Partner is responsible for marketing its own programs.
4. Pricing
4.1 Floor Pricing. Aescape establishes and maintains minimum consumer-facing prices for Network Sessions (“Network Floor Pricing”), which apply to all Network Sessions regardless of the Aescape Booking Platform channel through which the session is booked. Network Floor Pricing applies only to Network Sessions; Partner remains free to determine its own pricing for sessions booked outside the Aescape Booking Platform, including sessions booked through Partner’s own booking system. Aescape may adjust Network Floor Pricing from time to time. Current Network Floor Pricing is available from Aescape upon request.
4.2 Partner-Set Pricing. Partner may set consumer-facing pricing for Network Sessions at its location(s) by communicating its preferred pricing to Aescape, provided such pricing is at or above the applicable Network Floor Pricing. Aescape will use commercially reasonable efforts to implement Partner-set pricing promptly.
4.3 Delegated Pricing. Partner may authorize Aescape to set and adjust consumer-facing pricing at Partner’s location(s) on Partner’s behalf, revocable at any time by written notice. Delegated pricing will be consistent with Network Floor Pricing and prevailing market conditions.
4.4 Premium Locations. Aescape may designate certain locations as premium and apply a corresponding premium tier within Network Floor Pricing or the applicable rate card.
5. Availability; Listing
5.1 Availability; Network Bookings. By enrolling a location in the Aescape Network, Partner agrees to accept and fulfill all Network bookings made at that location during the location's operating hours, unless they have set their location to private. Partner may not selectively accept or reject individual Network bookings, demand sources, programs, or consumers.
5.2 Partner Listing. Aescape will create and maintain a listing for Partner on the Aescape Booking Platform. Partner grants Aescape a limited, non-exclusive, royalty-free license to use Partner’s name, trademarks, logos, images, and descriptive content solely to create, display, and promote the listing. Partner is responsible for the accuracy of its listing information. A location may be public or private (access-code gated), as configured with Aescape.
5.3 No Guaranteed Placement or Demand. Participation in the Aescape Network does not guarantee any particular placement, visibility, ranking, promotion, demand volume, or revenue. Aescape determines placement and visibility in its discretion, including based on consumer demand, availability, performance, and geography.
6. Network Data; Consumer Communications
6.1 Network Data. All data generated through or derived from the operation of the Aescape Network — including consumer booking and discovery behavior, demand patterns, pricing analytics, conversion data, and aggregated usage statistics (“Network Data”) — is owned exclusively by Aescape and supplements (and does not modify) the data provisions of the Agreement and any data processing addendum between the parties. Aescape may use Network Data for any lawful business purpose. Aescape will share with Partner session-level data for Network Sessions at Partner’s location(s) as reasonably necessary for Partner to verify fee calculations and manage its business.
6.2 Consumer Communications. Aescape may send consumers transactional, informational, and marketing communications relating to the Aescape Network, subject to applicable law and consumer opt-outs.
7. Modifications to these Network Terms
7.1 Right to Modify. Aescape may modify these Network Terms, including the Network Fees in Section 2 and Network Floor Pricing, by publishing an updated, dated version at aescape.com/NetworkTerms (or a successor URL). Aescape will provide Partner at least thirty (30) days’ prior written notice (email to Partner’s primary contact is sufficient) of any material change.
7.2 Opt-Out. If Partner does not agree to a material change, Partner may terminate its Network Agreement by written notice to Aescape within the thirty (30) day notice period. Termination under this Section does not terminate the Agreement.
7.3 Continued Participation. Partner’s continued participation in the Aescape Network after the effective date of a modification constitutes acceptance of the modified Network Terms.
7.4 Versions. Each published version of these Network Terms is dated. Prior versions are archived and available from Aescape upon request. The version in effect at the time a Network Session is booked governs that session’s fees.
8. Dispute Resolution
8.1 Fee Disputes. If Partner disputes a Network Fee calculation, Partner must notify Aescape in writing within sixty (60) days of the applicable reporting period, identifying the sessions and amounts in dispute. Aescape will review and respond within thirty (30) days. Undisputed amounts remain due and payable.
8.2 Listing Disputes. If Partner disputes an action taken with respect to its listing, Partner may request review by written notice; Aescape will respond within fifteen (15) business days.
8.3 Escalation. Disputes not resolved under this Section are resolved under the dispute resolution provisions of the Agreement.
9. General
9.1 Order of Precedence. In the event of conflict, the following order controls: (a) an order form or schedule executed by the parties that expressly addresses Network Fees or Network participation; (b) the Network Agreement; (c) these Network Terms; and (d) the Agreement.
9.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.
9.3 Entire Network Terms. These Network Terms, together with the applicable Network Agreement, constitute the complete terms governing Partner’s participation in the Aescape Network.
