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Terms And Conditions

These Terms and Conditions explain the contractual Agreement between you and Beauty Agenda Software, (ShadowSoft Solutions) regarding your use of Beauty Agenda software on an ASP ("Application Services Provider") basis in which Shadowsoft licenses you the software for a term and hosts the application for you. This Agreement is effective as of the first date you commence use of the Beauty Agenda system.

BY UTILIZING AND/OR CONTINUING TO UTILIZE THIS SYSTEM, YOU AGREE THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF THE SERVICE. THE TERM "YOU" REFERS TO: (1) THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, OR (2) AN INDIVIDUAL, IN THE CASE OF A NON-LEGAL ENTITY, AS DEFINED IN THE INFORMATION PROVIDED TO BEAUTY AGENDA ON THE SYSTEM INFORMATION PAGES. THE TERM "WE" REFERS TO BEAUTY AGENDA.

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND WE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THAT THE SERVICE WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. BY EXECUTING THE ORDER FORM, YOU AGREE THAT THE ORDER FORM CONTAINS NO CONTINGENT PAYMENT TERMS OR ANY OBLIGATION FOR REFUND ANY AMOUNTS CONTRACTED FOR.

DESCRIPTION OF SERVICES.
  • Beauty Agenda licenses its appointment scheduling software to certain customers as a hosted application (the "Service"). We create a customized online scheduling application (the "Scheduler"), help train you in its use and administration, and host it at a third-party data center for access by users that you authorize (the "Users" and "Customers"). To use the Service, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and Internet access.
CONTACT AND BILLING INFORMATION
  • In consideration of your use of the Service, you agree to provide complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of authorized billing and systems administration contacts. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, we reserve the right to terminate this Agreement and your access to the Service and Scheduler in addition to any other legal remedies.
FEES, PAYMENT TERMS, RENEWAL, PARTIAL BILLING PERIOD
  • You will pay all charges in accordance with the fees and payment terms contained in the billing information portion of the Scheduler and/or related invoices. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on income.
  • Unless otherwise indicated in the billing information portion of the Scheduler and/or related invoices, all fees and charges specified are nonrefundable whether or not you publish your Scheduler or actively use the Service. If you elect to discontinue use of the Service no refund will be given for the unused portion of the Initial Term or any renewal term.
  • This Agreement will automatically renew upon the expiration of the Initial Term unless terminated by you or Beauty Agenda, and we will automatically invoice you upon renewal. By entering your credit card information in the Billing section of the Scheduler, you authorize us to process your invoice by credit card at the time of renewal. Unless otherwise indicated in the billing information portion of the Scheduler and/or related invoices, Beauty Agenda reserves the right to change the fees upon renewal with at least thirty (30) days prior notice to you, which notice may be provided by e-mail.
  • In the event that you terminate this Agreement (other than by reason of breach by you) or choose not to renew, Beauty Agenda will make available to you a file of Your Data within thirty (30) days of termination or non-renewal if you so request at the time notice is given. You agree and acknowledge that Beauty Agenda has no obligation to retain Your Data, and may delete such data, more than 30 days after termination or non-renewal. Termination by you will not relieve you of any obligations incurred prior to termination.
  • Beauty Agenda may terminate this Agreement by notifying you at least thirty (30) days prior to the end of the then current term.
  • Service may be cancelled at any time with 30 days written notice. No full or partial refunds will be provided regardless of system usage.
SUSPENSION OR TERMINATION OF SERVICE FOR NON-PAYMENT
  • If payment of fees is not received for any reason, Beauty Agenda reserves the right to suspend your access to your Scheduler if the problem cannot be cured within ten (10) business days and terminate your access if the problem cannot be cured within thirty (30) days.
  • You agree and acknowledge that Beauty Agenda has no obligation to retain Your Data in the event of termination of the Service for non-payment.
TERMINATION
  • Although Beauty Agenda is not obligated and does not routinely screen or monitor any of your Scheduler content or notifications related thereto, it reserves the right at all times to do so and Beauty Agenda may deny you access to all or part of the Service without notice if you engage in any conduct or activities that Beauty Agenda believes in it sole and absolute discretion is inappropriate or obscene or violates applicable law or any terms of this agreement. You agree that any termination of your access to the Service and your Scheduler hosted by Beauty Agenda under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Beauty Agenda may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service.
LICENSE GRANTS
  • Beauty Agenda grants you a non-exclusive, non-transferable worldwide right to use the Service, subject to the terms of this Agreement. You grant to Beauty Agenda the non-exclusive, worldwide, right to use, copy, store, transmit and display Your Data solely to the extent necessary to provide the Service as requested by you. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content, or (ii) modify or make derivative works based upon the Beauty Agenda Technology or the Content.
BEAUTY AGENDA OWNERSHIP
  • Beauty Agenda alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Beauty Agenda Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. Such rights extend to any system modifications and/or system features added at your request. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Beauty Agenda Technology or Intellectual Property owned by Beauty Agenda to you.
YOUR RESPONSIBILITIES
  • You are responsible for any and all activities that occur under your Scheduler. You shall: (i) notify Beauty Agenda immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Beauty Agenda immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iv) not impersonate another Beauty Agenda user or provide false identity information to gain access to or use the Service. Beauty Agenda reserves the right to take any action it deems appropriate with respect to Content posted on your Scheduler.
YOUR DATA
  • All data submitted by you to the Service, whether posted by you, Users, Customers or other third parties, shall remain the sole property of you or such third parties, as applicable, unless specifically notified in advance. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Your Data, and Beauty Agenda shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data.
REPRESENTATIONS AND WARRANTIES
  • Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Beauty Agenda represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service, that your billing information is correct, and that you will comply with the terms of this Agreement.
MUTUAL INDEMNIFICATION
  • You shall indemnify and hold Beauty Agenda, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Your Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of the representations and warranties; or (iii) a claim arising from the breach by you or Users of this Agreement, provided in any such case that Beauty Agenda (i) gives written notice of the claim promptly to you (ii) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless it unconditionally releases Beauty Agenda of all liability and such settlement does not affect Beauty Agenda's business or Service); (iii) provides to you all available information and assistance; and (iv) has not compromised or settled such claim.
  • Beauty Agenda shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (ii) a claim, which if true, would constitute a violation by Beauty Agenda of the representations or warranties; or (iii) a claim arising from breach of this Agreement by Beauty Agenda; provided that you (a) promptly give written notice of the claim to Beauty Agenda; (b) give Beauty Agenda sole control of the defense and settlement of the claim (provided that Beauty Agenda may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provides to Beauty Agenda all available information and assistance; and (d) has not compromised or settled such claim. Beauty Agenda shall have no indemnification obligation, and you shall indemnify Beauty Agenda pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
PRIVACY
  • Beauty Agenda holds information about you, your business, customers, employees, and Users in strict confidence. Beauty Agenda's privacy policy may be viewed at Privacy Policy. Beauty Agenda reserves the right to modify its privacy policy in its reasonable discretion from time to time.
USERNAME AND PASSWORD
  • You are responsible for maintaining the security of your account, passwords, and files. Beauty Agenda will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password or provides other appropriate account identifying information as determined by Beauty Agenda in its discretion, by email or by phone, or through a Third Party Service, if any, through which you access the Service. Beauty Agenda has no knowledge of your organizational structure, if you are registering for the Services as an entity, or your personal relationships, if you are a person. Beauty Agenda shall not be responsible for the actions of any individuals who misuse or misappropriate your account data or other assets using your username and password or other appropriate account identifying information.
DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:??YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BEAUTY AGENDA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Nor does Beauty Agenda guarantee that any information, software, or other material accessible from or related to the Service is free of viruses, worms, or other harmful components.

BEAUTY AGENDA MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE SOFTWARE RELATED TO THE SERVICE WILL BE CORRECTED. BEAUTY AGENDA PROVIDES YOU THE ABILITY AND STRONGLY RECOMMENDS THAT YOU REGULARLY BACK-UP ALL DATA VIA REPORTS AND EXCEL FILES TO PRESERVE YOUR DATA.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BEAUTY AGENDA SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. INTERNET DELAYS

THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BEAUTY AGENDA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

RELEASE; LIMITATION OF LIABILITY

Other than as set forth herein, Beauty Agenda is not directly involved in the actual transaction between you and your Customers using the Service and your Scheduler. Beauty Agenda has no control over the quality or legality of the appointments made, or the truth or accuracy of the user registrations. Beauty Agenda cannot ensure that your Customers will honor their appointments. Because we are not involved in the actual direct transaction between you and your Customer, in the event that you have a dispute with one or more Customers, you release Beauty Agenda (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." YOU EXPRESSLY UNDERSTAND AND AGREE THAT BEAUTY AGENDA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BEAUTY AGENDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICE OR YOUR SCHEDULER; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (d) ANY OTHER MATTER RELATING TO THE SERVICE OR YOUR SCHEDULER. IN NO EVENT SHALL BEAUTY AGENDA'S TOTAL CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.

ADDITIONAL RIGHTS
  • Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
ASSIGNMENT
  • This Agreement may not be assigned by you without the prior written approval of Beauty Agenda but may be assigned by Beauty Agenda to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
OUR RELATIONSHIP
  • No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and Beauty Agenda by this Agreement. This Agreement is between Beauty Agenda and you and is not intended to be for the benefit of any third party.
COMPLIANCE WITH LAWS
  • You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Service, your Scheduler, and posting and retrieval of Content (including without limitation those governing interstate commerce, export control, unfair competition, or false advertising). If there are applicable fees and taxes you incur to access the Services, including without limitation all applicable sales, use, gross receipts, and excise taxes, you are solely responsible for their payment.
NOTICE
  • Beauty Agenda may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Beauty Agenda's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Beauty Agenda's account information. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email).
MODIFICATION OF TERMS
  • Beauty Agenda reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify you by posting an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
MISCELLANEOUS PROVISIONS
  • This Agreement constitutes the entire agreement between Beauty Agenda and you and governs your use of the Service, superceding any prior agreements between you and Beauty Agenda. If any provision of the Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. By using the Service, you represent and warrant that you can form legally binding contracts under applicable law. This Agreement and all writings incorporated by reference into the Agreement, set forth the entire understanding and agreement between you and Beauty Agenda with respect to the subject matter hereof. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.


QUESTIONS OR ADDITIONAL INFORMATION

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@beautyAgenda.com.