TERMS OF USE

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ, ACCEPT AND AGREE TO BE BOUND BY TERMS OF USE AND ALL TERMS, CONDITIONS, POLICIES (INCLUDING, BUT NOT LIMITED TO ANY PRIVACY POLICY) AND GUIDELINES INCORPORATED INTO THESE TERMS OF USE BY REFERENCE (COLLECTIVELLY, THE “AGREEMENT”). IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SALONTARGET SALON MANAGEMENT PLATFORM OFFERED THROUGH WWW.SALONTARGET.COM (THE “SALONTARGET PLATFORM”).

Welcome to the SalonTarget Platform, which is owned and operated by SalonTarget. SalonTarget may, from time to time,
change the terms of this Agreement. Please make sure you have reviewed the most current version of this Agreement, which can be accessed at any time by clicking the link in the footer of the website.

1.     ACCESS TO THE PRODUCT. Subject to the terms and conditions contained herein, SalonTarget hereby grants you a limited right to access and use the SalonTarget Platform. You agree that you shall use the SalonTarget Platform only in accordance with the terms of this Agreement, in a manner consistent with applicable laws and rules, and otherwise in accordance with the rules, policies and procedures established by SalonTarget for use of the SalonTarget Platform. By using the SalonTarget Platform, you represent and warrant that all information provided to SalonTarget in connection with this Agreement, including in the process of logging in to access the SalonTarget Platform, is true, accurate and complete. You are responsible for installing and maintaining all equipment and systems necessary to access the SalonTarget Platform and for paying all charges related thereto.

2.     SECURITY AND PASSWORDS. You shall maintain your password in strict confidence. In no event shall you share your password with any third party or allow another person to access the SalonTarget Platform using your password. You shall immediately notify SalonTarget if you have any reason to believe that your username or password has been lost or compromised or misused in any way. You are fully and solely responsible for any and all use of the SalonTarget Platform using your username and password. SalonTarget reserves the right to revoke or deactivate your username and password at any time.

3.     ACCEPTABLE USE. You agree not to access or use the SalonTarget Platform in an unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes SalonTarget’s policies. You shall not attempt to disrupt the operation of the SalonTarget Platform through use of methods such as viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming. You shall not use the SalonTarget Platform in any manner that could damage, disable or impair the SalonTarget Platform, or SalonTarget’s systems or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access the SalonTarget Platform for any purpose.

4.     OPERATION AND RECORD RETENTION. SalonTarget reserves complete and sole discretion with respect to the operation of the SalonTarget Platform. SalonTarget is constantly maintaining, updating, and enhancing the SalonTarget Platform, and its associated data, and as a result may modify the SalonTarget Platform and adjust functionality or its features.

5.     NON DISCLOSURE AND CONFIDENTIALITY.

A. In using the SalonTarget Platform, you will have access to confidential informationof SalonTarget and its licensors and suppliers (“Confidential Information that may include, but is not limited to, software, technology, logic, techniques, formats, tools, designs, concepts, methods, processes, ideas, technical materials and information, and related documentation.

B. You agree to maintain and safeguard vigilantly the privacy and security of all Confidential Information in accordance with security measures and controls that may be required from time to time by SalonTarget and its licensors and suppliers. (i) to use the SalonTarget Platform and the Confidential Information only as needed to use the SalonTarget Platform as intended by SalonTarget; (ii) not to access, use or disclose any Confidential Information that you have no legitimate authorization to access, use or disclose; (iii) not to access the SalonTarget Platform or any Confidential Information for any other individual or any unauthorized third party; or (iv) to restrict physical and system access to the equipment which contains Confidential Information or which gives access to the SalonTarget Platform.

C. You shall immediately notify, and cooperate fully with SalonTarget in the event you discover or suspect: (a) any unauthorized use of or access to theSalonTarget Platform; (b) any inappropriate use or disclosure of information contained in the SalonTarget Platform or obtained through use of the SalonTarget Platform; (c) the recognition or introduction of any virus, worms, trojan horses and other destructive items; or (d) any security incident. In the event that a security incident occurs, you shall take affirmative steps to immediately notify SalonTarget of the security incident, to cure the breach and prevent future breaches, and to mitigate the effects of the breach.

D. You acknowledge and agree that all obligations relating to Confidential Information under this Agreement will continue after termination of this Agreement and termination of access rights hereunder.

6.     VIOLATION OF THIS AGREEMENT. You acknowledge that your access to the SalonTarget Platform may be immediately suspended and this Agreement may be terminated if you violate any provision of this Agreement. You acknowledge and agree that a violation of this Agreement by you will result in irreparable injury that will entitle SalonTarget to obtain a court order prohibiting you from using the SalonTarget Platform or any Confidential Information.

7.     INTELLECTUAL PROPERTY RIGHTS.

A. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the content received through the SalonTarget Platform to anyone, except to other approved authorized users of the SalonTarget Platform in your organization for your organization’s internal business purposes (as applicable), or as specifically permitted by the intended functionality of the SalonTarget Platform. Without limiting any other obligations under this Agreement, you acknowledge and agree that you shall be solely responsible for obtaining prior written approval from any third party prior to your use of their data, content, and information. Any copy made of information obtained through the SalonTarget Platform must include the copyright notices and proprietary legends as found on such information at the time the copy was made. All software and accompanying documentation made available for download from the SalonTarget Platform is the copyrighted work of SalonTarget or its licensors.

B. All SalonTarget trade and service names are trademarks of SalonTarget. All other brands and trade names are the property of their respective owners. Nothing contained in the SalonTarget Platform or in this Agreement should be construed as granting any license or right to use any trademark or trade name displayed in the SalonTarget Platform without the express written permission of SalonTarget or such third-party that may own the trademark or trade name.

C. Subject to this Agreement, SalonTarget hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the software, network facilities, content and documentation on and in the SalonTarget Platform to the extent, and only to the extent, necessary to access and use the SalonTarget Platform in accordance with the terms of this Agreement. The license granted herein does not permit you, and you agree not to: (a) modify, translate, reverse engineer, disassemble, decompile or create derivative works of the SalonTarget Platform or allow a third party, whether directly or indirectly (including, but not limited to the direct or indirect use of wizards, agents, bots, or other utilities), to modify, translate, reverse engineer, disassemble, decompile or create derivative works of the SalonTarget Platform; or (b) transfer, distribute, sell, lease, rent, disclose or provide access to the SalonTarget Platform to any third party or use the SalonTarget Platform to provide service bureau, time sharing or other services or products to third parties.

8.     DISCLAIMERS. SALONTARGET AND ITS LICENSORS HEREBY DISCLAIM ALL RESPONSIBILITY FOR THE USE OR MISUSE OF THE SALONTARGET PLATFORM, AND ANY DATA, INFORMATION OR CONTENT THEREON. ACCESS TO THE SALONTARGET PLATFORM AND THE DATA, INFORMATION OR CONTENT CONTAINED THEREIN IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SALONTARGET DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. SALONTARGET DOES NOT WARRANT THAT THE SALONTARGET PLATFORM WILL BE ERROR-FREE OR BE PROVIDED (OR BE AVAILABLE) WITHOUT INTERRUPTION. SALONTARGET DISCLAIMS LIABILITY RESULTING FROM THE ACTIONS OF ANY USER OF THE SALONTARGET PLATFORM OR ANY THIRD PARTY ACTIONS OR SUCH PARTY(S) FAILURES TO ACT.

9.     LIMITATION OF LIABILITY. IN NO EVENT WILL SALONTARGET BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY, WARRANTY, OR OTHERWISE) TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, INCOME, DATA OR GOODWILL) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SALONTARGET PLATFORM, EVEN IF SALONTARGET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

10.    INDEMNIFICATION. Without limiting the generality or effect of other provisions of this Agreement, as a condition of use of the SalonTarget Platform, you agree to indemnify, hold harmless, and defend SalonTarget, and its parents, subsidiaries, affiliates, licensors, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your use or misuse of the SalonTarget Platform or any information or data derived therefrom; (ii) your failure to comply with any applicable laws and regulations; and (iii) your breach of any of your obligations set forth in this Agreement. You shall not settle any such claim without the written consent of the applicable Indemnified Party.

11.    MISCELLANEOUS. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to it rules on conflicts or choice of law. You hereby consent to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts for the resolution of any dispute based upon or relating to this Agreement. The parties hereby irrevocably waive any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. Any of the terms of this Agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of the Agreement as a whole. Failure to insist on performance of any of the terms of the Agreement will not operate as a waiver of any subsequent default. No waiver by SalonTarget of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. In the event of a conflict between the terms of this Agreement and the terms of any license agreement between SalonTarget and a third party granting you the right to use of the SalonTarget Platform (the “Third Party”), as between you and the Third Party, the applicable terms of such license agreement with the Third Party shall prevail.