Terms & Conditions

2. Content and Data; Products; Feedback.

a) User Data; Service Data; Anonymized Data. Except as expressly set forth in this Agreement, as between Provider and User, User retains all right, title, and interest in and to all data, other than Provider Data and Anonymized Data, uploaded, made accessible, or otherwise provided to the Platform by User (collectively, “User Data”). As between User and Provider, User Data also includes Clients’ information regarding services received or scheduled, products purchased and product subscriptions at User’s in-store retail locations and in its eCommerce store. User hereby grants Provider a non-exclusive, fully paid, royalty-free, transferrable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, prepare derivative works of, and distribute User Data: (i) for the purpose of providing the Services to User and otherwise performing its obligations and exercising its rights under this Agreement; (ii) to operate Provider’s business, including to develop, enhance, modify, inform and improve Provider’s products and services and any future products and services; and (iii) for internal research purposes, for benchmarking purposes to create (in aggregated form) statistical comparisons among users of the Services, and to improve its products, improve the quality of its analytics and improve (“train”) any artificial intelligence algorithms and machine learning models associated with the Services.

For the avoidance of doubt, Provider may modify any User Data to be Anonymized Data (as defined below) and may use such Anonymized Data for any legal purpose, including for the purposes of providing the Services to Provider and/or User’s Clients, as applicable, enhancing the Platform, developing and enhancing new products and product features, benchmarking, data analysis, and marketing. For example, Provider may use User Data to generate Anonymized Data indicating that Clients in retail locations and eCommerce stores purchase a particular Product with a particular frequency or at particular times, provided that no individual Clients are identified or identifiable. User represents and warrants that it has all necessary rights, grants, authorizations and approvals to grant to Provider the licenses set forth in this section. Subject to the foregoing license, Provider acknowledges that it does not acquire any rights in or to any User Data not expressly granted by this Agreement.
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b) Provider Data. As between Provider and User, Provider or its licensors retain all right, title, and interest in and to all content, data, and other information (i) owned or licensed by Provider; (ii) collected or collectable by the Platform that is not User Data; (iii) comprised of User data in any format not reasonably identifiable as having originated from or relating to User or its Clients, for example, aggregated and anonymized data (“Anonymized Data”); and (iv) collected by Provider outside the scope of the Services (collectively “Provider Data”). Provider Data includes, specifically, but without limitation: certain content concerning professional hair care and beauty industry products licensed form Brand Partners (as defined below) by Provider (“Marketing Content”).

c) Products. User acknowledges that Provider facilitates sales of products via eCommerce storefronts (“Products”), but is not the manufacturer or distributor of any products; instead, it operates SalonInteractive.com, an online marketplace facilitating transactions between purchasers and third party product distributors (each a “Distributor”). The Distributor is independent of Provider. User agree that Provider is not an agent for User or the Distributor. Provider does not guarantee or warrant any Product; such guarantees or warranties may be provided by the Distributor. Similarly, Provider is not responsible for the acts or omissions of any Distributor.

d) On-Behalf Marketing. User acknowledges that Provider offers certain direct marketing advertising services generated from Provider Data and the permissible use of User Data (the “On-Behalf Marketing Services”) to health and wellness product manufacturers selling products directly through the Platform or through Distributors selling Products through the Platform (each a “Brand Partner”). The On-Behalf Marketing Services include direct marketing to users of certain Products and services within the beauty industry. User shall be permitted to enable direct marketing to its Clients for specific Brad Partners (and their Products) by selecting such consent in the Platform. Subject to the foregoing consent, Provider’s use of such Client data shall be governed by this Section 2.

e) Privacy and Data Protection. User and Provider agree to the Data Processing Addendum available at www.saloninteractive.com/data-processing-addendum and incorporated herein by reference.

f) Feedback. User acknowledges and agrees that any and all User or Client suggestions regarding new features, functionality, or performance for the Platform, including suggestions submitted through the Platform (collectively, “Feedback”) may be used by Provider for any lawful purpose, including, without limitation the development or improvement of features or functionality for the Platform; provided that any Confidential Information is not disclosed to any third party in violation of Section 6.

3. Fees and Payments.

a) Service Fees.  User shall pay Provider the fees, if any, set forth in each Subscription Agreement (“Service Fees”). Provider will invoice User for Service Fees in accordance with each Subscription Agreement , and User will pay all Service Fees hereunder within 30 days after receipt of the applicable invoice. In the event any Service Fees are more than 30 days overdue, Provider may (in addition to any other rights or remedies Provider may have, including any rights set forth in any Subscription Agreement ) suspend the Services and User’s access and use of the Platform on 10 days prior written notice and User’s failure to pay all outstanding Service Fees, until such amounts are paid in full. All payments must be made in U.S. dollars and are non-refundable, except as expressly set forth herein. Outstanding balances shall accrue interest at a rate equal to the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, from the due date until paid, plus Provider’ reasonable costs of collection. All Service Fees due hereunder are exclusive of, and User shall pay, all sales, use and other taxes, export and import fees, customs duties, and similar charges applicable to the transactions contemplated by this Agreement, except for taxes based upon Provider’ net income.
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b) User Payments. To the extent that User participates in a Provider program, service offering or collaboration agreement with Provider which sets forth compensation payable to User, such further terms shall be set forth in the applicable Subscription Agreement or such other agreement as ay be entered into by and between the parties.

4. Warranties; Disclaimer.

a) Performance. Provider will undertake commercially reasonable measures to provide the Services in accordance with this Agreement and each applicable Subscription Agreement, and to provide the Platform with functionality in accordance with the Documentation. The foregoing is expressly contingent upon User’s use of the Platform in strict accordance with all material terms of this Agreement. Provider does not warrant that the Services or User’s use of the Platform will be error-free, uninterrupted, or available at all times.
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b) Disclaimers.
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• i) THE WARRANTIES SET FORTH IN THIS SECTION 4 ARE IN LIEU OF AND PROVIDER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, THE PLATFORM, AND PROVIDER’S PERFORMANCE UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, LOSS OR CORRUPTION OF CONTENT OR DATA, ACCURACY OR QUALITY OF CONTENT OR DATA, ANY PERSON’S ABILITY TO USE OR ACCESS THE SERVICES OR THE PLATFORM, THE ACTS OF ANY PERSON (INCLUDING ANY USER CLIENT OR OTHER THIRD PARTY) AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 4, THE SERVICES AND ACCESS TO THE PLATFORM IS PROVIDED “AS IS.”
• ii) PROVIDER DOES NOT MANUFACTURE, DISTRIBUTE OR SELL ANY STORE PRODUCT AND IS NOT A PARTICIPANT IN ANY TRANSACTION BETWEEN OR AMONG ANY USER, CLIENT OR DISTRIBUTOR. PROVIDER DOES NOT WARRANT OR GUARANTEE THE SAFETY OR EFFICACY OF ANY STORE PRODUCT, OR THAT ANY STORE PRODUCT’S PACKAGING OR RELATED SI DATA AND/OR INFORMATION AVAILABLE ON THE PLATFORM IS ACCURATE OR COMPLETE OR IN COMPLIANCE WITH ANY LAW, RULE OR REGULATION. USER SHALL NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES RELATING TO PROVIDER OR ANY STORE PRODUCTS. USER ACKNOWLEDGES AND AGREES THAT PROVIDER HAS NOT MADE AND DOES NOT MAKES ANY REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING (A) THE LEVEL, VOLUME, OR AMOUNT OF TRANSACTIONS BY ANY UDER CLIENT OR OTHER THIRD PARTY; OR (B) ANY AMOUNT OF ANY REFERRAL FEES OR OTHER POTENTIAL PAYMENTS TO USER AS SET FORTH IN ANY APPLICABLE ORDER. USER UNDERSTANDS AND AGREES THAT IF A DISPUTE ARISES BETWEEN OR AMONG ANY USER, USER CLIENT OR DISTRIBUTOR, USER SHALL HAVE NO RECOURSE TO PROVIDER AND HEREBY RELEASES PROVIDER, ITS AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM ANY AND ALL CLAIMS AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.

5. Limitation of Liability and Indemnification.

a) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, AND THE PLATFORM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED $100. USER ACKNOWLEDGES THAT THE SERVICE FEES, OR LACK THEREOF, REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT PROVIDER WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. TO THE EXTENT THAT, AS A MATTER OF APPLICABLE LAW, LIABILITY FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES MAY NOT BE EXCLUDED OR LIMITED, PROVIDER’S LIABILITY FOR SUCH DAMAGES SHALL BE LIMITED TO THE MINIMUM PERMISSIBLE UNDER SUCH APPLICABLE LAW.
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b) User agrees to indemnify and hold harmless Provider and its affiliates and its and their officers, directors, employees, consultants, suppliers, licensors, contactors and agents from and against all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (i) User’s use of the Platform, (ii) User’s failure to comply with this Agreement, including, without limitation, Service Data that violates third party rights or applicable laws and (ii) any content you submit to the Platform or through Services.‍

6. Confidentiality.

a) Confidential Information. Each party (the “Recipient”) acknowledges that it will have access to and will be exposed to Confidential Information of the other party (the “Disclosing Party”) in connection with this Agreement and the parties’ relationship hereunder. As used in this Agreement, “Confidential Information” means any and all data, documents, materials, and other information, whether in tangible or intangible form, that relates to the business of Discloser or any of Discloser’s affiliates or representatives and is identified or referred to as “confidential” or “proprietary” (or any equivalent term) or that Recipient otherwise knows or would reasonably be expected to know (due to the nature of the subject matter or the circumstances surrounding such information’s disclosure) that Discloser or any of Discloser’s affiliates or representatives considers to be proprietary or confidential; including, without limitation: (i) any negotiated terms of this Agreement (but not its existence and scope); (ii) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations and other materials prepared by or for Recipient or its affiliates or representatives that contain, are based on, or otherwise reflect or are derived from any Confidential Information, in whole or in part.  Confidential Information of Provider includes the Platform, and as between Provider and User, all Provider Data. Confidential Information of User includes all User Data. Each party shall retain exclusive ownership of its Confidential Information.
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b) Exclusions. “Confidential Information” does not include information that Recipient can demonstrate by clear and convincing documented evidence: (i) was publicly available at the time it was communicated to Recipient; (ii) becomes publicly available after it was communicated to Recipient through no breach of this Agreement by Recipient (or of any other agreement between Discloser and Recipient); (iii) was in Recipient’s possession without any restrictions on use or disclosure prior to Recipient’s receipt of such information directly or indirectly from or on behalf of Discloser or its affiliates or representatives; (iv) was previously, or is subsequently, independently developed by Recipient or Recipient’s employees or independent contractors without reference to, or use of, any Confidential Information; or (v) is subsequently received by Recipient from a third party that was not, at the time, under any obligation to Discloser or its affiliates or representatives, to maintain the confidentiality of such information. For avoidance of doubt Anonymized Data and Feedback shall not be regarded as Confidential Information hereunder.

c) Nondisclosure; Restricted Use; Duty of Care. Recipient agrees that it shall (i) not disclose or communicate, to any person or entity any of Discloser’s Confidential Information without Discloser’s prior written consent; except to those Recipient employees, agents, or representatives with a need to know and which have signed written confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein; (ii) not use Discloser’s Confidential Information, except to the extent necessary to exercise Recipient’s rights and to perform its obligations under this Agreement or as otherwise expressly authorized under this Agreement; (iii) protect and prevent the unauthorized disclosure or misuse of the Confidential Information by measures at least as protective as those it uses to protect its own Confidential Information, but with no less than a reasonable standard of care; and (iv) promptly notify Discloser upon discovery of any loss or unauthorized access to or disclosure of Discloser’s Confidential Information.

d) Permitted Disclosures. Notwithstanding the foregoing, Recipient may disclose Confidential Information without Discloser’s prior written consent to the extent: (a) necessary for Recipient to enforce its rights hereunder in any legal proceeding; or (b) required by applicable law or regulation or pursuant to a valid order of a court of competent jurisdiction or an authorized government agency; provided, that such disclosure does not exceed the minimum scope of disclosure required by such law, regulation, or order; and provided further, that Recipient provides at least five (5) business days’ prior written notice of any such required disclosure to Discloser stating nature and scope of the required disclosure, the reasons that such disclosure is required by law, and the time and place that such disclosure will be made, and in any event with sufficient prior notice to permit Discloser to contest the order or seek confidentiality protections, as determined in Discloser’s sole discretion.

e) Reverse Engineering.  Recipient will not attempt to reverse engineer, decrypt, or otherwise derive the design, internal logic, structure, or inner workings (including algorithms and source code) of any software, product, model, prototype, or other item provided by Discloser that uses, embodies, or contains Confidential Information, including, without limitation, the Platform and any other Provider Intellectual Property.

f) Injunctive and Equitable Relief. The parties acknowledge the unique and trade secret nature of Discloser’s Confidential Information and Discloser’s valuable Intellectual Property Rights and other proprietary interest therein. The parties understand and agree that monetary damages, and Discloser’s other remedies at law, will be inadequate, and that Discloser shall accordingly be entitled to injunctive and other equitable relief in any courts of competent jurisdiction to restrain the breach or threatened breach of, or otherwise to specifically enforce, any of the terms of this section, without the requirement of posting bond, and in addition to all other remedies available to Discloser at law, in equity, or hereunder.

g) Removal; Return. Upon Discloser’s request, Recipient will promptly (i) return to Discloser or, if so directed by Discloser, destroy all tangible embodiments of the Confidential Information (in every form and medium); (ii) permanently erase all electronic files containing or summarizing any Confidential Information; and (iii) certify to Discloser in writing that Recipient has fully complied with the foregoing obligations.

7. Term and  Termination.

a) Term. The term of this Agreement shall commence on the date of registration by User for access to the Platform and any Services and will continue to govern any use of the Platform and Services by User or any third-party authorized user under this Agreement and/or any applicable Subscription Agreement.
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b) Termination of Subscription Agreements. Unless otherwise set forth in an applicable Subscription Agreement, Subscription Agreements may be terminated upon 90 days’ written notice to the other party. For avoidance of doubt, the foregoing termination rights shall not affect Provider’s rights under Section 1(h).

c) Effects of Termination. Upon termination or expiration of any Subscription Agreement for any reason, any amounts owed to Provider before such termination or expiration will be immediately due and payable. Unless otherwise provided in the Subscription Agreement, all prepaid Subscription Agreement fees are non-cancellable and non-refundable. User must immediately discontinue all access and use of the Services and Platform and return to Provider or destroy all copies of Provider’s Confidential Information in User’s possession or control. Except for those rights that survive termination hereof, including Provider’s right to use Feedback, all other rights granted by Provider to User under this Agreement will immediately terminate. All provisions that by their specific terms or very nature would survive any expiration or termination of this Agreement shall so survive.

8. General.

a) Non-Exclusive. This Agreement shall not be construed to limit or prohibit Provider in any manner or fashion in providing products and/or services of any type of nature including those identical to the services provided hereunder to any other customer in its sole discretion.
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b) Force Majeure. Except with respect to payment obligations, neither party shall be considered in breach of this Agreement for any delay or failure of performance resulting from any cause beyond such party’s reasonable control, including but not limited to the weather, civil disturbances, acts of civil or military authorities, pandemics, or acts of God (“Force Majeure Event”). Any party claiming relief under this section shall promptly notify the other party in writing of any Force Majeure Event that has result in, or is reasonably likely to result in, a breach of this Agreement and shall promptly take all reasonable steps to remedy any delay or failure in performance upon the cessation of such Force Majeure Event. During the period that the performance by one of the parties of its obligations under this Agreement has been suspended by reason of a Force Majeure Event, the other party may likewise suspend the performance of any or all of its obligations hereunder to the extent that such suspension is commercially reasonable.

c) Governing Law; Venue; Waiver of Jury Trial. This Agreement and any claim (whether in contract, tort or otherwise) or other matter arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any choice or conflict of law principle or rule (whether of the State of Illinois or any other jurisdiction). Any legal suit, action, or proceeding arising out of or relating to this Agreement, including, without limitation, to interpret or enforce any provision hereof (collectively, a “Proceeding”) may be instituted in the state and federal courts of Chicago, Illinois, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such Proceeding. Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection to the laying of venue of any Proceeding in such courts and agrees not to plead or claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any Proceeding.

d) Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable (“Invalid”) in any jurisdiction, then such term or provision will be changed and interpreted to accomplish the objectives of such term or provision to the greatest extent possible under applicable law; provided that the Invalid term or provision shall not affect any other term or provision of this Agreement or cause the term or provision to be Invalid in any other jurisdiction.

e) Notices.  All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the recipient; (ii) when sent by confirmed facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours of the recipient, then on the next business day; (iii) five calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the recipient at the following addresses, or to such other address or to such other address or to the attention of such other person as the recipient has specified by 10 days’ prior written notice to the sender:

if to Provider, to SALON INTERACTIVE, INC. at Leadership@saloninteractive.com; and
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if to User, to the address set forth in the registration information entered through the signup portal athttps://app.saloninteractive.com/salon_signup.

f) Amendment and Modification; Waiver. With notice to User, Provider may modify the terms of this Agreement at any time. No waiver of any provision of this Agreement is effective unless it is in writing, identified as a waiver to this Agreement, and is signed by the party waiving its right; and no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial waiver or exercise of any right, remedy, power, or privilege hereunder preclude or limit any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

g) Assignment; Successors and Assigns. User shall not assign or transfer any rights under this Agreement, whether voluntarily or involuntarily, including by merger (whether or not User is the surviving corporation), operation of law, or otherwise, without the prior written consent of Provider, which consent shall not be unreasonably conditioned, delayed, or withheld. No assignment shall relieve the assigning party of any of its obligations hereunder. Except as otherwise expressly provided herein, this Agreement shall inure to the benefit of and be binding upon the parties’ respective permitted successors and permitted assigns. Any attempted assignment in violation of this provision shall be void and without effect.

h) Relationship of Parties. The parties’ relationship under this Agreement is that of independent contractors. Nothing in this Agreement is intended, nor should be construed, to create any Usership, joint venture, employer-employee, or agency relationship between the parties or any of the parties’ employees or agents. Neither party is the agent of the other party, and neither party is authorized, and must not represent to any third party that it is authorized, to make any commitment or otherwise act on behalf of the other party.

i) Publicity. In addition to such other rights and licenses granted herein, User hereby grants Provider the limited right to use User’s name and marks in marketing and publicity materials listing User as a customer of Provider.

j) Cumulative Remedies. Except as expressly provided herein, the rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise.

k) Entire Agreement. This Agreement and the agreements expressly referenced herein, each of which is incorporated herein, collectively constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and merges all prior and contemporaneous agreements, understandings, or representations, whether written or oral. To the extent of any conflict between the provisions of this Agreement and the provisions of any Subscription Agreement , the provisions of the Subscription Agreement shall govern, except with respect to Section 5, which shall govern this Agreement and all Subscription Agreements, in the aggregate.