End User Licence Agreement

Glowreous, Inc. End User Licence Agreement

This Glowreous, Inc. End User License Agreement (“Agreement”) is a legal agreement between you (“you,” “your”) and Glowreous, Inc. (“Glowreous,” “we,” “our” or “us”) governing your use of the Glowreous Mobile App service (“Glowreous App”).

Please read this Agreement carefully. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, IMMEDIATELY STOP ACCESSING THE GLOWREOUS APP AND DELETE THE APPLICATION.

1. Glowreous App Registration and Account Activation.

The Glowreous App allows you to create one (1) universal consumer profile that enables you to perform aggregated searches, then schedule and pay for wellness and beauty sessions, as well as related ad hoc services (“Services”),  offered by participating businesses and independent practitioners in the Glowreous community of service providers including, but not limited to, salons, spas, hotels and other partners (“Professionals”). You are solely responsible for managing your Glowreous App account. Your account is non-transferrable and may not be sold, combined or otherwise shared with any other person.

The Glowreous App also enables you to request Services via chat.  

To make credit or debit card purchases from Professionals, you must complete the registration and open an account with the Glowreous App (“Glowreous App Account”). You do this by providing your first and last name and email address, completing your email verification, and associating one (1) or more valid credit or debit cards with that Glowreous App Account.

You must provide accurate and up to date information. We reserve the right to suspend or terminate the Glowreous App Account of any user who provides inaccurate, untrue, or incomplete information, or who attempts to use the account to engage in illegal or unethical activities.

2. Accepted Cards.

Some Professionals may accept card-based payments for Services on our website, located at www.glowreous.com (“Website”), and/or via the Glowreous App.  These payments are processed through our third party payment processor, Stripe.  The Glowreous App allows you to make payments through our third party payment processor, Stripe, by those card-based methods accepted by our Professionals. You may initiate card-based payments with debit and credit cards bearing the trademarks of Visa, MasterCard, Discover, American Express, JCB, and Diners Club (Collectively, the “Networks”).

You may also pay for the Services with debit or credit cards within the Networks and/or in cash at the Professional’s place of business.  

We are not a bank, and do not offer banking services as defined by the United States Department of Treasury. We also do not offer money service business (“MSB”) services as defined by the United States Department of Treasury.

You can associate your Glowreous App Account with any debit and/or credit cards within the aforementioned Networks. Your Professional may update at any time the list of card types that you may associate with a Glowreous App Account and use to pay the Professional.

You may not associate HSA cards (Health Savings Account) with your Glowreous App Account, even if they have a Visa, MasterCard, American Express, or Discover logo on them.

3. Your Authorization.

By associating a Card with your Glowreous App Account, searching for and reserving services in the Glowreous App and agreeing to pay for those services within the Glowreous App, you are authorizing a charge to your Card as necessary to complete the purchase. In the event you are entitled to a reversal, refund, chargeback, or other adjustment associated with a purchase you made through the Glowreous App, you also authorize a credit to your Card to accomplish that transaction.

Purchases you authorize through the Glowreous App may also be subject to terms and conditions set forth by the Networks and/or the entities that issue your Card. You are responsible for complying with those terms and conditions, and you are responsible for charges and related fees imposed by those terms and conditions.

4. Software.

The Glowreous App software is part of the Glowreous Platform. Among other things, the software enables you to access and use the Glowreous App.

When you install the software, you will be asked to create your user profile and to establish a Glowreous App Account. You must complete this and other processes in order to to make payments through the Glowreous App. You must install any and all software updates to continue to use the Glowreous App.

5. Compatible Mobile Devices and Third Party Carriers.

Your Glowreous App Account permits you to make payment card transactions on a compatible mobile device. Devices modified contrary to the manufacturer’s software or hardware guidelines, including but not limited to disabling hardware or software controls-sometimes referred to as “jailbreaking”-are not compatible mobile devices. You acknowledge that the use of a modified device to use the Glowreous App is expressly prohibited, constitutes a violation of the terms of this agreement, and is grounds for termination of your Glowreous Account.

Glowreous does not warrant that the Glowreous App will be compatible with your mobile device or third party carrier.

Your use of the Glowreous App may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

6. Your Glowreous App Account.

The Glowreous App and your Glowreous App Account may only be used in a country or territory where current Professionals exist and the laws of that country or territory permit its use. For US-based Users, you may not export the Glowreous App directly or indirectly, and you acknowledge that the Glowreous App may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII).  International Users must also comply with international laws regarding export.

By creating a Glowreous App Account, you also confirm that you will not make payments in connection with the following businesses or business activities: (1) any illegal activity, (2) credit counseling or repair agencies, (3) credit protection or identity theft protection services, (4) direct marketing or subscription offers or services, (5) infomercial sales, (6) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit with a physician including re-importation of pharmaceuticals from foreign countries), (7) multi-level marketing businesses, (8) inbound or outbound telemarketers, (9) prepaid phone cards or phone services, (10) rebate based businesses, (11) upsell merchants, (12) bill payment services, (13) betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at races, (14) financial institutions offering manual or automated cash disbursements, (15) financial institutions offering merchandise and services, (16) sales of money orders or foreign currency by non-financial institutions, (17) wire transfer money orders, (18) high-risk merchants, including telemarketing merchants, (19) service station merchants, (20) automated fuel dispensers, (21) adult entertainment oriented products or services (in any medium, e.g., internet, telephone or printed material), (22) internet/mail order/telephone order firearm or weapon sales, (23) internet/mail order/telephone order cigarette or tobacco sales, (24) drug paraphernalia, (26) hate products, (27) escort services, and (28) bankruptcy attorneys.

Glowreous and/or Professionals may choose to offer loyalty programs to reward  customers. These loyalty programs may be linked to your Glowreous App Account. Any such loyalty programs and any rewards associated with them are offered by the Professional alone (and not by Glowreous); and any such loyalty and any reward programs by Glowreous are offered by Glowreous alone (and not by the Professional). Should you have questions about any Glowreous and/or Professional loyalty program, please ask Glowreous and/or the Professional, respectively, for more information about the program, including any applicable terms and conditions. Rewards associated with Glowreous and/or Professional loyalty programs have no cash value, and Glowreous and/or the Professional may choose to discontinue their loyalty program(s) at any time.

7. Restricted Use.

You may use the Glowreous App only to the extent that you obey all laws, rules, and regulations applicable to your use of the Glowreous App.

8. Unauthorized or Illegal Use.

We may decide not to process a transaction if we believe that the transaction is in violation of any Glowreous agreement, or exposes you, other Glowreous users, our partners and/or affiliates, or Glowreous, to harm. Harm includes fraud and other criminal acts.

If we reasonably suspect that your Glowreous App Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Glowreous App Account, and any of your transactions with law enforcement.

9. Glowreous App Purchase Information.

By using the Glowreous App, you give Glowreous permission to share your email address, first and last name and purchase histories with the Professionals you make purchases with.

You also give us permission to import into your Glowreous App Account and to share with Merchants information about purchases you have made using your Card and any of Glowreous’ products or services.

10. Your Privacy.

Your privacy is very important to Glowreous. Upon acceptance of this Agreement you confirm that you have read, understood and accepted Glowreous’ Privacy Policy. (https://glowreous.com/wp-content/uploads/2016/08/glowreous_Inc_privacy_policy.pdf)

11. Customer Service.

You understand and agree that Glowreous is not responsible for the goods and services that you purchase using the Glowreous App. The Merchants, and not Glowreous, provide those goods and services. The Merchant, and not Glowreous, is responsible for customer service related to those goods and services, including the nature, content and quality of the class or appointment, and reservation, cancellation, return and refund policies, adjustments, rebates, functionality and warranty, technical support, and issues concerning experiences with a Merchant’s personnel, policies, or processes. The Network and/or other entity issuing your Card, and not Glowreous, is responsible for customer service related to your Card.

12. Disclosures and Notices.

Upon acceptance of this Agreement, you agree that Glowreous can provide disclosures and notices required by law and other information about your Glowreous App Account to you electronically by posting it on our website, or by emailing it to the email address listed in your Glowreous App Account.

You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within 24 hours of the time posted to our website, or within 24 hours of the time emailed to you unless we receive notice that the email was not delivered.

13. User Content and Reviews.

In connection with registration for a Glowreous App Account, users may provide reviews and commentary regarding the products and services or Professionals. This content may include photos or other materials or information uploaded to the Glowreous App (“User Content”). You agree that you will not upload User Content to the Glowreous App unless you have created that content yourself, or you have permission from the copyright owner to do so.

For any User Content that you upload to the Glowreous App, you grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sublicensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display that User Content throughout the world in any media in order to provide and promote the Glowreous App and Glowreous’ business. You retain all rights in your User Content, subject to the rights granted to Glowreous in this Agreement. You may modify or remove your User Content via your Glowreous App Account or by terminating your Glowreous App Account.

You agree not to upload to the Glowreous App or otherwise post, transmit, distribute, or disseminate through the Glowreous App any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including rights of publicity or privacy; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Glowreous’ or its partners’ products and services, as determined by Glowreous in its sole discretion; or (f) in Glowreous’ sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Glowreous App, or which may expose Glowreous, its affiliates, or users to harm or liability of any nature.

Although Glowreous has no obligation to screen, edit, or monitor any User Content, Glowreous reserves the right, and has absolute discretion, to remove, screen, edit, or disable any User Content at any time and for any reason without notice. You understand that by using the Glowreous App, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.

14. Security.

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

15. Termination.

If your Glowreous Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement; (b) to immediately stop using the Glowreous App, (c) that the license provided under this Agreement shall end; (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; and (e) that Glowreous shall not be liable to you or any third party for termination of access to the Glowreous App, or for deletion of your information or account data.

16. Your Right to Terminate.

You may terminate this Agreement at any time by closing your Glowreous App Account and ceasing to use the Glowreous App.

17. Suspension or Termination by Us.

We may terminate this Agreement and close your Glowreous App Account for any reason or no reason at any time upon notice to you. We may also suspend the Glowreous App and access to your Glowreous App Account if you: (a) have violated the terms of this Agreement, any other agreement you have with Glowreous, or Glowreous’ policies; (b) pose an unacceptable credit or fraud risk to us; or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

18. Effect of Termination.

We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Glowreous App, or in connection with any termination or suspension of the Glowreous App. Any termination of this Agreement does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you as provided in this Agreement.

19. Your License.

Glowreous herein grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Glowreous App solely to find and reserve services and make purchases from Professionals in accordance with this Agreement. The Service includes our website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by Glowreous. You will be entitled to download updates to the Glowreous App, subject to any additional terms made known to you at that time, when Glowreous makes these updates available.

20. Important Restrictions.

While we want you to enjoy the Glowreous App, you may not, nor may you permit any third party to do any of the following: (i) access or monitor any material or information on any Glowreous system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with Glowreous referencing this Section 20(i) that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from Glowreous; (iii) permit any third party to use and benefit from the Glowreous App via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Glowreous App or any Glowreous service or product, work around, bypass, or circumvent any of the technical limitations of the Glowreous App, use any tool to enable features or functionalities that are otherwise disabled in the Glowreous App, or decompile, disassemble or otherwise reverse engineer the Glowreous App, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Glowreous App, prevent access to or use of the Glowreous App by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Glowreous App except as expressly allowed under this section.

21. Ownership.

The Glowreous App is licensed and not sold. Glowreous reserves all rights not expressly granted to you in this Agreement. The Glowreous App is protected by copyright, trade secret and other intellectual property laws. Glowreous owns the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Glowreous App and all copies of the Glowreous App. This Agreement does not grant you any rights to Glowreous’ trademarks or service marks.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications for the same and/or registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

You may choose to or we may invite you to submit comments or ideas about the Glowreous App, including without limitation about how to improve the Glowreous App or our other products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place Glowreous under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Glowreous does not waive any rights to use similar or related ideas previously known to Glowreous, or developed by its employees, or obtained from sources other than you.

22. Unsolicited Ideas

We do not accept or consider, directly or through any Glowreous employee or agent, unsolicited ideas of any kind, including without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions.

Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images or other work in any form (“unsolicited materials”). If you send us unsolicited materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

• Glowreous has no obligation to review any unsolicited materials, nor to keep any unsolicited materials confidential; and Glowreous will own, and may use and redistribute unsolicited materials for any purpose, without restriction and free of any obligation to acknowledge or compensate you; and
• Glowreous will own, and may use and redistribute unsolicited materials for any purpose, without restriction and free of any obligation to acknowledge or compensate you.

23. Indemnity.

You will indemnify, defend, and hold harmless Glowreous and its respective employees, officers, agents directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any claim made by any third party arising in connection with a violation of this Glowreous App User Agreement, for which you are responsible.

Glowreous reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, but doing so will not excuse your indemnity obligations.

24. Representation and Warranties.

You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Glowreous App and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including any applicable tax laws and regulations; (e) you will not use the Glowreous App, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Glowreous App; and (f) your use of the Glowreous App will be in compliance with this Agreement.

25. No Warranties.

THE GLOWREOUS APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE GLOWREOUS APP IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GLOWREOUS APP IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GLOWREOUS OR THROUGH THE GLOWREOUS APP WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, GLOWREOUS, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE GLOWREOUS APP WILL MEET YOUR REQUIREMENTS; THAT THE GLOWREOUS APP WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE GLOWREOUS APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE GLOWREOUS APP IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

GLOWREOUS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE GLOWREOUS APP OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND GLOWREOUS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

26. Limitation of Liability and Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GLOWREOUS, ITS PROCESSORS, ITS SUPPLIERS, OR ITS LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE GLOWREOUS APP. UNDER NO CIRCUMSTANCES WILL GLOWREOUS BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE GLOWREOUS APP, YOUR GLOWREOUS APP ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GLOWREOUS, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE GLOWREOUS APP; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE GLOWREOUS APP; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE GLOWREOUS APP BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE GLOWREOUS APP; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF GLOWREOUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Glowreous App is controlled and operated from facilities in California, the United States. Glowreous makes no representations that the Glowreous App is appropriate or available for use in other locations. Those who access or use the Glowreous App from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.

You may not use the Glowreous App if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Glowreous App are solely directed to individuals, companies, or other entities located in the United States.

27. Binding Individual Arbitration.

Informal Negotiations

To expedite resolution and the cost of any dispute, controversy or claim related to this End User License Agreement (“Dispute”), you and Glowreous agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to Glowreous in registering for your Account. Glowreous’ address for such notices is Glowreous, Inc., c/o SOLUZIONE USA INC., Attention: Legal/Binding Arbitration, 4 Spinnaker Place, Redwood City, California 94065.

Binding Arbitration

If you and Glowreous are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Services (except those Disputes expressly excluded below) shall be finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL.

The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share or arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules).

The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.

Except as otherwise provided in this End User License Agreement, you and Glowreous may litigate in court only to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

In any arbitration proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

Exceptions to Alternative Dispute Resolution

Claims where mandatory arbitration is prohibited by a valid, non-preempted law, to the extent waiver of such claim is deemed unenforceable by a court of competent jurisdiction, are not covered by this arbitration provision.

Nothing in this arbitration provision will prevent either party from bringing an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court in San Francisco County, California, with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.

Notwithstanding the foregoing, if the subsection entitled “Exceptions to Alternative Dispute Resolution” is found to be illegal or unenforceable, neither you or Glowreous will elect to arbitrate any Dispute falling within that portion of that subsection that is found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within San Francisco, California, and you and Glowreous agree to submit to the personal jurisdiction of that court.

Waiver of Right to be a Plaintiff or Class Member in a Purported Class Action or Representative Class Arbitration Proceeding

You and Glowreous agree that any arbitration will be limited to the Dispute between Glowreous and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND GLOWREOUS ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Glowreous otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative class arbitration proceeding.

You and Glowreous agree that, other than as set forth under the subsection entitled “Waiver of Right to be a Plaintiff or Class Member in a Purported Class Action or Representative Class Arbitration Proceeding,” if any portion of the section entitled “Dispute Resolution” is found illegal or unenforceable, that portion will be severed and the remainder of this End User License Agreement will be given full force and effect.

Location of Arbitration

Arbitration will take place in San Francisco County, California.

You and Glowreous agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), the California state and Federal courts located in San Francisco, California have exclusive jurisdiction, and you and Glowreous agree to submit to the personal jurisdiction of such courts.  

Right to Opt Out of Arbitration and Class Action/Jury Trial Waiver

You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this End User License Agreement by notifying Glowreous in writing within 30 days of the date you first registered for the Services or a Subscription or 30 days from the date this End User License Agreement were last updated.

To opt out, you must send an email to info@glowreous.com and/or written notification to Glowreous, Inc., c/o SOLUZIONE USA INC., Attention: Legal/Opt Out, 4 Spinnaker Place, Redwood City, California 94065, that includes: (a) your user identification; (b) your name; (c) your address; (d) your telephone number; (e) your email address; and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver sections.

28. Choice of Law.

Any dispute arising out of or related to the Glowreous App User Agreement by you shall be governed by the laws of the State of California, without regard to its choice of law and without regard to conflicts of law principles except that except that the Arbitration provision shall be governed by the Federal Arbitration Act.

29. Limitation on Time to Initiate a Dispute.

Unless otherwise required by law, an arbitration proceeding by you relating to any Dispute must commence within one (1) year after the cause of action accrues.

30. Right to Amend.

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Glowreous App with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website, www.glowreous.com (“Website”), or any other Website maintained or owned by us for the purposes of providing services in terms of this Agreement.

Any use of the Glowreous App after our publication of any such changes shall constitute your acceptance of this Agreement as modified. However, any Dispute that arose before the modification shall be governed by the Agreement (including the binding individual arbitration clause) that was in place when the Dispute arose.

31. Assignment.

This Agreement, and any rights and licenses granted hereunder may not be transferred or assigned by you, but may be assigned by Glowreous without restriction.

32. Third Party Services and Links to Other Web Sites.

You may be offered services, products and promotions provided by third parties and not by Glowreous (“Third Party Services”). If you decide to use these Third Party Services you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that Glowreous is not responsible for the performance of these services.

The Glowreous website may contain links to third party websites as a convenience to you. The inclusion of any website link does imply an approval, endorsement, or recommendation by Glowreous. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. Glowreous expressly disclaims any liability for these websites.

Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website’s own rules and policies.

33. Miscellaneous Provisions.

• Security.  We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide any personally identifiable information at your own risk.
• Relationship of the Parties.   This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and the Company.
• Entire Agreement.   This End User License Agreement and Privacy Policy referenced herein constitute the entire agreement between you and the Company concerning the subject matter herein and the use of the Services and/or mobile app.  They supersede any and all previous agreements, written or oral, between you and the Company, including previous versions of this End User License Agreement and/or Privacy Policy.
• Modification.   The Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of this End User License Agreement and/or Privacy, and any and all referenced and/or incorporated exhibits or policies, programs and guidelines.  The Company will endeavor to notify you of any material changes by email, but will not be liable for any failure to do so.  If any future changes to this End User License Agreement and/or Privacy Policy are unacceptable to you or cause you to no longer be in compliance with this End User License Agreement, you must terminate, and immediately stop using, the Services.  Your continued use of the Services following any revision to this End User License Agreement constitutes your complete and irrevocable acceptance of any and all such changes.
• Assignment.   The Company may assign this End User License Agreement and/or Privacy Policy in whole or part at any time.  However, you may not assign, delegate or transfer this Agreement in whole or in part, without the Company’s prior written consent.
• No Waiver.   Any failure of the Company to enforce or exercise a right provided in this End User License Agreement and/or the Privacy Policy  is not a waiver of that right.
• Severability.   Should any provision of this End User License Agreement be found invalid or unenforceable, the remaining terms shall still apply.
• Force Majeure.   Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving the Company’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility.  Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
• Electronic Communications and Signatures.   You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services.  Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
• Notices.   Any notices provided by the Company under this Agreement and/or the Privacy Policy may be delivered to you to the email address(es) we have on file for your Account.  You hereby consent to receive notice from us through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day.  Except as otherwise specified in the Agreement, any notices to the Company under this Agreement must be delivered either via email to info@glowreous.com or via first class registered U.S. mail, overnight courier, to: Glowreous, Inc., c/o SOLUZIONE USA INC., 4 Spinnaker Place, Redwood City, California 94065.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING END USER LICENSE AGREEMENT, WHICH REFERENCES AND HEREBY INCORPORATES HEREIN THE COMPANY’S PRIVACY POLICY, AND AGREE THAT MY USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT AND THE COMPANY’S PRIVACY POLICY REFERENCED AND INCORPORATED HEREIN.