Updated: May 20, 2018

Glowreous, Inc.

Terms of Service for Professionals

These Terms of Service (the “Terms of Service”) govern the use of the mobile and internet-based services, business tools offered by Glowreous, Inc. (the “Company,” “Glowreous,” “we” or “us”) at and through the website, Glowreous.com (the “Website”), and through mobile applications.;

The Company provides beauty-as-a-service discovery platform. Glowreous is an on-demand experiential marketplace; it provides a website and booking app for high-end salons and spas. The Website and our mobile app aggregate information, and provide a centralized booking platform for selected third party goods and services providers who wish to offer their goods, beauty products, and services for sale via the Website and our mobile app. In addition, Glowreous also provides general information relating to beauty, health, and wellbeing.

Furthermore, the Company:

Connects clients of the Company (“Clients”) with salons, spas and/or other professionals (“Professional(s)”) for the purpose of scheduling and the contracting beauty and/or wellness services, in addition to access to beauty products, exclusive packages, and editorial content;
Provides Professionals with different service packages to acquire new Clients by the connecting prospective Clients with Professionals, and managing communications with existing Clients; and
Provides tools on the Website and mobile app to allow Clients to schedule appointments with the Professionals.

The services and goods provided on the mobile application and Website, as well as the mobile application and the Website, are collectively referred to as the “Services.”

These Terms of Service, and any reference to the same, incorporate by reference in their entirety the Company’s Privacy Policy (https://glowreous.com/wp-content/uploads/2016/08/glowreous_Inc_privacy_policy.pdf), as well as any subscription agreements relating to the Services (“Subscription(s)”) executed by you (“you” or “Professional”), and any community guidelines or dispute resolution procedures that the Company may provide. In the event of a conflict between these Terms of Service and any Subscription agreement, these Terms of Service will control.

In the event of a conflict between these Terms of Service and the any other terms posted on the Website, the terms of these Terms of Service shall govern, and in the event of a conflict between these Terms of Service and the End User License Agreement in mobile applications (the “EULA”), the terms of the EULA shall govern. These Terms of Service apply to any use of the Services, whether in connection with a Subscription, Pay as You Go Program (which imposes a payment fee on each transaction), beta trial, or free trial.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN GLOWREOUS AND YOU WHICH GOVERNS YOUR USE OF THE SERVICES.

BY EXECUTING A SUBSCRIPTION AGREEMENT, AND/OR YOUR USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF SERVICE AND YOUR REPRESENTATION THAT YOU ARE 18 YEARS OF AGE OR OLDER. If you accept these Terms of Service and use the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant to the Company that you have full power and authority to do so.

IF YOU OBJECT TO ANYTHING IN THESE TERMS OF SERVICE YOU ARE NOT PERMITTED TO USE THE SERVICES.

The Services

The Company serves only as a medium to facilitate the provision of Services. The Company does not provide or contract for Services, and Clients and the Professionals contract independently with each other for the provision of Services. The Professionals and Clients are both users of the Services provided by Glowreous and are hereinafter referred to collectively as “Users.”

The Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Unauthorized reproduction or distribution of the Services, or any portion of them, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. The Services are licensed, not sold.

Payment

Trial Subscriptions

Glowreous may, from time to time, offer trial memberships which include free or discounted access to the Subscription during the designated trial period. Each trial membership will automatically convert to a regular monthly subscription unless cancelled no more than forty-eight (48) hours prior to the end of your trial period.

To cancel your trial subscription, you may login to your account and follow the cancellation procedures indicated here, or email info@glowreous.com with the email subject line indicating “CANCELLATION.”

Billing Cycle

Your Subscription starts on the date that you sign up for a Subscription and submit payment. Unless otherwise communicated to you at the time of sign up, each Subscription cycle is one-month in length (“Subscription Period”), and will automatically renew on a monthly basis until we terminate the Subscription, or you notify us via email to info@glowreous.com with the email subject line indicating “Cancellation” of your decision to terminate your current Subscription.

Unless otherwise communicated to you, you will be billed on the monthly anniversary of first submitting payment to us for your Subscription (e.g., if your Subscription begins on January 1st, it will renew on February 1st, March 1st, and so on. If your Subscription begins on a date that doesn’t occur every billing cycle (e.g., the 31st), you will be billed on the last day of every month.

We reserve the right to change the timing of our billing. You acknowledge that the amount billed to you each month may vary due to promotional offers and/or adding or changing your Subscription plan, and you authorize Glowreous to charge you for these varying amounts as necessary.

Subscription Fees

Fees for the Subscription (“Subscription Fees”) are set forth in our policy online (click here), the terms of which are fully incorporated herein.

You agree to pay Glowreous the Subscription Fees, and any other applicable fees as may be agreed to by you. All fees are non-refundable and nontransferable except for as expressly provided in these Terms of Service. Unless otherwise stated, Subscription fees must be paid in advance of each billing period. Variable fees for each billing period must be paid within 10 days from written notice. Subscribers to FREE/BASIC PLUS or PREMIUM shall pay the corrected amount within 10 days of receipt of the invoice.

Each Professional authorizes us to confirm that the credit card account or other payment method associated with their Account and used in connection with the Services is and remains in good standing with a financial institution as long as the Professional is using the Services. Each Professional authorizes us to obtain credit reports or other background inquiries from time to time to assess the Professional’s eligibility to continue use of the Services. All balances and all fees, charges, and payments collected or paid through the Services are denominated in US dollars. Users of the Service will be liable for any taxes (including VAT, if applicable, required to be paid on the Services provided under the Agreement (other than taxes on the Company’s income).

Subscription Pricing Changes

We reserve the right to adjust pricing for the Subscription Services at any time upon fourteen (14) days prior notice. We will communicate any changes to you via the email address associated with your Account. You must agree to the change in fees to continue to use the Services.

Unless we expressly communicate otherwise, any price change to your membership will take effect on your next billing cycle.

To withdraw your consent, you will need to terminate your account by logging into your account and following the termination procedures there, or notifying us at business@glowreous.com with an email subject line specifying “CANCELLATION.”

Cancellation of your Subscription
You may terminate your Subscription at any time by notifying us at business@glowreous.com with an email subject line specifying “CANCELLATION.

If you terminate with more than forty-eight (48) hours notice prior to your next billing cycle, you will not be charged for the next month of the Subscription Service. If you have any questions about your individual billing cycle, please log onto your account to view your billing cycle details, or contact us at business@glowreous.com with email subject line specifying “BILLING.”

You will not be eligible for a prorated refund or any portion of the Subscription Fees paid for the then-current monthly subscription cycle. Following termination, you will continue to have access to the Subscription Services through the end of your current billing cycle.

Additional Fees
Glowreous may from time to time, either as a promotional program (“Program”) or otherwise, provide certain services to Professionals and/or Clients for an additional fee that would help Professionals grow their business and enable Professionals and Clients to connect more easily.

A description of such Programs in effect as of today is located here, as well as is set forth in fuller detail herein and below.

Glowreous Platform

Glowreous solely provides a platform for Professionals and Clients to connect and serves only as a medium to facilitate the provision of Services. Glowreous does not provide or contract for Services, and Professionals and Clients contract independently for the provision of Services.

Each Client is solely responsible for selecting the Professional, the Services to be provided and the location at which Services will be performed, whether on the premises of a Professional or at a site designated by the Client. Any decision by a Client to receive Services or by a Professional to provide Services is a decision made in such person’s sole discretion and at their own risk.

All Users understand and acknowledge that: (i) the Company does not conduct background checks on Clients; and (ii) any provision of Services in a private location inherently increases the risks involved for both Clients, Professionals and any personnel of Professionals, as applicable. Each Professional must decide whether a Client is suited to such Professional’s services and should exercise caution and common sense to protect the personal safety and property of such Professional and its personnel, as applicable, just as they would when interacting with anyone you don’t know.

NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES AND YOU HEREBY RELEASE THE COMPANY AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES.

Glowreous does not have control over the quality, suitability, reliability, timing, durability, legality, failure to provide, or any other aspect whatsoever of any Services provided by Professionals nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Professionals or Clients. Glowreous makes no representations or warranties whatsoever with respect to Services offered or provided by Professionals or requested by Clients through use of the Services, whether in public, private, or offline interactions, or about the accreditation, registration or licensing of any Professional.

You understand that Glowreous does not routinely screen its Users, inquire into the background of its Users or attempt to verify information provided by any User. Glowreous does not verify or confirm that any User is who they claim to be or is accurately representing themselves and does not verify or confirm any representations with respect to Services on the Services. Glowreous does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Services.

Notwithstanding the foregoing, Glowreous may, but is not obligated to, check the background and experience of Professionals via third-party background check services and first party interviews, including but not limited to a verification of identity and a comprehensive criminal background check and may terminate a Professional based on any information discovered during such background checks and first party interviews.

Reservations

Professionals may require Clients to enter credit card or other payment information on the Website or mobile app to pay for the Services. At your discretion, Professionals may charge fees for reservations, including a Client’s cancelled and missed appointments, only in accordance with any policy posted on the Professional’s Glowreous page at the time of the Client’s booking.

You agree and represent that you will honor the reservations made by Clients through the Services, or will communicate with them in advance to resolve any scheduling conflicts to the Client’s and Glowreous’ satisfaction.

Although the Services are intended to provide a Professional’s availability in real-time, it is possible that a scheduling conflict may occur that requires you, the Professional, to cancel and/or reschedule a Client’s reservation. The Company cannot guarantee availability of the Professional’s Services to any Client. The Professional will be solely responsible for any partial or full refunds or reimbursements to the Client based on the Professional’s cancellation and/or rescheduling of the Services. The Company will not be liable for any damages resulting from any scheduling conflicts.

Furthermore, Professionals, as a separate entities from the Company, are solely responsible for all customer service issues relating to such Professional’s offering or provision of Services on the Company’s Website or mobile app. The Company’s sole obligation for customer service issues relates to any issues surrounding a Client’s Account or payment processing in Glowreous app or web platform.

Accounts

Registration

By entering into this Agreement with Glowreous and/or creating an account with Glowreous on its Website or mobile application (an “Account”), registering for a Subscription, and paying the applicable Subscription Fee, you are granted a right to use the Services provided by Glowreous, subject to the restrictions set forth in these Terms of Service and any other restrictions negotiated and/or stipulated to you by us in writing.

Our registration process will ask you for information including your name and other personal and business information (including information regarding any licensing and registration). You must complete this and other processes to access any funds that you accept through the Services.

In registering for and/or accessing your Account, you agree to provide true, accurate, current and complete information about yourself as prompted by the Services’ registration process and as requested from time to time by Glowreous (such information, “Registration Data”). You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Services, or otherwise advise us promptly in writing of any changes or updates to your Registration Data. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Services.

We reserve the right to suspend or terminate the Account of any User who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

Account ID

Once you register for the Services, you shall receive a unique user identification and password in connection with your Account (collectively referred to herein as “Account IDs”). You must use your or your business’ true and accurate name when signing up for an Account. You are required to select an appropriate and non-offensive Account ID.

Ideally, the Account ID you choose will be a reasonably descriptive name that clearly identifies you or your business. This name will appear on your credit or debit card statement for all payments you accept using the Services.

We reserve the right to remove or reclaim any Account ID if we believe, in our sole discretion, the Account ID is inappropriate, offensive or confusing or potentially violates the rights of a third party, such as, but not limited to, trademark rights.

Your Account
By entering into this Agreement with the Company and/or creating an Account, you confirm that you are either a legal resident, citizen, or a business entity authorized to conduct business by the location in which you operate and provide services. For U.S.-based Users only, you may not export the Services directly or indirectly, and you acknowledge that the Services may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII). International users are required to comply with applicable international law.

You agree to maintain your Account solely for your own use. You agree that you will not allow another person to use your Account IDs to access or use the Services under any circumstances. You are solely and entirely responsible: (1) for maintaining the confidentiality of your Account IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so; and (2) for any and all activities that occur under your Account, including any charges incurred relating to the Services.

We are not liable for any harm caused by or related to the theft of your Account IDs, your disclosure of your Account IDs, or your authorization to allow another person to access or use the Services using your Account IDs.

You agree to immediately notify us of any unauthorized use of your Account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Services cannot be guaranteed.

Linking Your Account to Third Party Account(s)
As part of the functionality of the Services, you may link your Account with online accounts you may have with third party service providers (each such account, a “Third Party Account”) such as Facebook, LinkedIn, Twitter, Yelp, and/or Google, etc. by either: (i) providing your Third Party Account login information through the Services; or (ii) allowing Glowreous to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account.

You represent that you are entitled to disclose your Third Party Account login information to Glowreous and/or grant Glowreous access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Glowreous to pay any fees or making Glowreous subject to any usage limitations imposed by such third party service providers.

By granting Glowreous access to any Third Party Accounts, you understand that: (i) Glowreous may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “SNS Content”) so that it is available on and through the Services via your Account, including without limitation any friend lists; and (ii) Glowreous may submit and receive additional information to your Third Party Account to the extent you are notified when you link your Account with the Third Party Account.

Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be Content (as defined below) for all purposes of these Terms of Service. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your Account on the Services.

Please note that if a Third Party Account or associated service becomes unavailable or Glowreous’ access to such Third Party Account is terminated by the third party service provider, then SNS Content may no longer be available on and through the Services.

You will have the ability to disable the connection between your Account and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Glowreous makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Glowreous is not responsible for any SNS Content.

You acknowledge and agree that the Services may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the Services. At your request made via e-mail to info@glowreous.com with the subject line specifying “DEACTIVATE,” Glowreous will deactivate the connection between the Glowreous Services and your Third Party Account any information stored on Glowreous’ servers that was obtained through such Third Party Account will be hidden, except the username and profile picture associated with your Account.

The Services may contain links to third party websites that are not owned or controlled by Glowreous. Glowreous has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Glowreous will not and cannot censor or edit the content of any third-party site. By using the Services, you expressly relieve Glowreous from any and all liability arising from your use of any third-party website.

Termination of Subscription and Accounts

Our Right to Terminate or Suspend

Glowreous reserves the right, in its sole discretion, to terminate your Subscription, Account, or use of the Services, if you violate these Terms of Service, or for any reason or no reason at any time.

We may also suspend your access to the Services and your Account (including the funds in your Account) if you: (a) have violated the terms of these Terms of Service, any other agreement you have with Glowreous, including without limitation the EULA, or Glowreous’ policies; (b) pose an unacceptable credit or fraud risk to us; (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct; or (d) for any other reason in Glowreous’ sole discretion. This includes the right to modify or terminate any Subscription prior to the end of any pre-paid period.

If an investigation is pending at the time you close your Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we will release those funds to you.

Your Right to Terminate
You may terminate these Terms of Service and/or the EULA by terminating your Account at any time. Upon closure of an Account, any pending transactions will be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled. However, you may not close your Account as a means of evading your payout schedule.

Effect of Termination or Suspension

If your Subscription and/or Account is terminated or suspended for any reason or no reason, you agree: (a) to continue to be bound by these Terms of Service; (b) to immediately stop using the Services; (c) that any licenses granted to you under these Terms of Service shall end; (d) that we reserve the right (but have no obligation) to hide or 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 or suspension of access to the Services or for deletion or hiding of your information or account data.

You agree that Glowreous may retain and use your information and account data as needed to comply with investigations and applicable law.

We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or in connection with any termination or suspension of the Services. Any termination of these Terms of Service 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 to us as provided in these Terms of Service.

Professional Accounts

Certification of Licensure
By entering into this Agreement and/or creating an Account as a Professional, you certify that you are, or if you are a salon, merchant or other business entity, all of your employees, independent contractors or agents who are providing the Services each are, a licensed professional and that your business information is correctly represented on Glowreous. You further certify that you are duly licensed to provide Services at your place of business should you advertise such Services on Glowreous. Glowreous reserves the right to remove or hide any incorrect, out of date, or illegal information from profiles, as well as remove or hide the entire profile itself.

Your Own Professional Website
Professionals may use the Services to offer Services only through their business or personal website or software application (a “Professional Website”), and we reserve approval authority as to the implementation and use of the Services on the Professional Website. We may suspend the Services in the event we find any implementation issues with the Professional Website. Such suspension shall remain in effect until the Professional corrects any issues specified by Glowreous. A suspension shall not relieve a Professional of its payment obligations under these Terms of Service.

Customer Service
Each Professional, as a separate entity from Glowreous, is solely responsible for all customer service issues relating to such Professional’s goods or services, including without limitation, any Services, pricing, order fulfillment, order or appointment cancellation, returns, refunds and adjustments, rebates, functionality and warranty, and feedback concerning experiences with such Professional, any personnel, their policies or processes.

In performing customer service, Professionals must present themselves as a separate entity from Glowreous.

However, as between Professionals and Glowreous, Glowreous is solely responsible for customer service issues relating to any Account, payment, credit/debit card processing, and debiting or crediting for Services.

Inactive Accounts
If there is no activity in your Account (including access or payment transactions) for at least two years, consecutively, we will notify you by sending an email to the email address associated with your Account and give you the option of keeping your Account open, or requesting a check if applicable in cases where payment was not properly transferred. If you do not respond to our notice within thirty days, we will automatically close your Account and escheat your funds in accordance with applicable law, and if permitted, to Glowreous.

Payment Restrictions
By entering into this Agreement and/or creating an 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.

Payment Processing Services

Accepted Cards from Clients

Glowreous works with any US-issued and most non-US issued credit, debit, prepaid, or gift cards (“Cards”) with a Visa, MasterCard, American Express, Diner’s Club, JCB, and/or Discover logo to acquire payments from Clients. Clients may also pay the Company by way of Bitcoin, Apple Pay, Android Pay, or Alipay. We may remove or add Cards that we accept at any time without prior notice. We will generally only process Cards that receive an authorization from the applicable Network and Card issuer. You understand that there may be times when the Client may not be the authorized user of the Card or that such Client may otherwise contest the transaction through the Chargeback process (described below).

Network Rules
The Networks require that Clients and Glowreous comply with all applicable bylaws, rules, and regulations (“Network Rules”). The Networks amend their rules and regulations from time to time. Glowreous may be required to change these Terms of Service in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at on the websites for each of the Cards designated above, and Clients are encouraged to review them.

Third Party Payment Service Provider
Clients will be required to provide their credit card or bank account details to the Company and the Payment Service Provider retained by Glowreous (the “PSP”).

As a condition of Glowreous enabling payment processing services through the PSP, Clients agree to provide Glowreous accurate and complete information, and authorize Glowreous to share it as well as transaction information related to use of the PSP services.

Please note that the Company is not a party to the PSP Agreement and that Clients, the PSP, and any other parties listed in the PSP Agreement are the only parties to the PSP Agreement. The Company has no obligations or liability to any Professional under the PSP Agreement.

Company reserves the right, in its sole discretion (but not the obligation), to: (i) place on hold any payments from the Client for Services and out of pocket expenses; or (ii) refund, provide credits or arrange for the PSP to do so.
Glowreous’ Role

Glowreous merely facilitates the processing of payments from Clients. This means that we collect, analyze and relay information generated in connection with these payments in the event that the Clients do not pay the Professionals directly at their place of business for the Services. The Company’s Website and Services allow Clients to pay the Company via a third PSP which processes the Cards designated above, and/or via Bitcoin, Apple Pay, Android Pay, or Alipay.

The Company will subsequently remit payments from Clients for Services via wire(s) or check(s) to Professionals providing said Services.

We are not a bank and we do not offer banking services as defined by the United States Department of Treasury.

Access to Account Funds
Subject to the payout schedule identified below, we will deposit amounts received by us from Clients for the Services (less any applicable Fees) you as the Professional provided to your verified bank account via wire or send you a check.

In the event the bank account you link to your Account is incorrect, and Glowreous is not able to debit the bank account, the bank account will be de-linked from your Account.

In the event that you do not have an ACH-enabled bank account linked to your Account, you may request a physical check. Check requests may be subject to a processing fee and an identity verification process. It is your obligation to request a check or otherwise link an ACH-enabled bank account to your Account in order to receive your funds.

Funds for any given transaction will not be deposited until the transaction for Services is deemed complete. Transactions will be deemed complete when we have received the funds from the Client and when we or our designated financial institution(s) have accepted the transaction or funds from the Client.

Standard Schedule of Payouts Via Wire
For Professionals desiring payouts via wire as opposed to check, once you as a Professional validate your bank account, Glowreous will automatically initiate a payout via wire to your bank account every two weeks.

Deferred Payout/Restricted Access to Funds
Should Glowreous need to conduct an investigation or resolve any pending dispute related to your Account, we may defer payout for the entire time it takes for us to do so. We also may defer payout as necessary to comply with applicable law or court order, or if otherwise requested by law enforcement or governmental entity.

Taxes
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and the Services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority.

We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. Glowreous specifically disclaims any liability for Taxes.

If in a given calendar year you receive: (i) more than $20,000 in gross amount of payments and (ii) more than 200 payments, Glowreous will report annually to the Internal Revenue Service (“IRS”), as required by law, your name, address, Tax Identification Number (such as a Social Security Number (“SSN”), or Employer Identification Number (“EIN”)), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year. Whether you reach $20,000 in payments or more than 200 payments will be determined by looking at the SSN or EIN that is associated with your Account.

Refunds and Returns
Professionals do not process refunds directly to Clients if Clients paid via the Glowreous Platform. However, Professionals may need to refund Glowreous via bank wire or check for the applicable amount of the Service(s), comprehensive of taxes, if any Client payment for the Services was already processed by Glowreous.

Glowreous processes the refunds to Clients on Professionals’ behalf by way of the third party PSP.

If a Client paid a Professional directly at the Professional’s place of business, the Professional is responsible for processing any refunds, as necessary.

Liability for Chargebacks and Fraudulent Actions

You must refund Glowreous, Inc. by way of wire or check (“Chargebacks”) if the transaction: (a) is disputed by the Client; (b) is reversed for any reason by the Network, our processor, or a Client or our financial institution; (c) was not authorized by the Client, or we have any reason to believe that the transaction was not authorized by the Client; and/or (d) is allegedly unlawful, suspicious, or in violation of our agreements.

Glowreous is not liable for any losses relating to Chargebacks, fraudulent charges, or other actions by any Client that are deceptive, fraudulent or otherwise invalid as determined in Glowreous’ sole discretion (“Fraudulent Actions”). By using the Services, you hereby release Glowreous from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify Glowreous of any Fraudulent Actions which may affect the Services. Glowreous reserves the right, in its sole discretion, to terminate the account of any User that engages in, or enables any other User to engage in, Fraudulent Actions.

You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Services. To that end, you permit us to share information about a Chargeback with the Client, the Client’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release the reserved funds to your Account. If a Chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these Terms of Service.

You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.

Your failure to fully pay amounts that you owe us within fifteen (15) days of our demand will be a breach of these Terms of Service. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation, our attorneys’ fees and expenses, collection agency fees, and any applicable interest.

Professional’s Loyalty Programs

Professionals may offer loyalty programs to Clients. If a Professional offers such a loyalty program, the Professional (and not Glowreous) is responsible for ensuring that its program and any associated rewards are compliant with applicable federal and state laws, including laws governing prepaid cards and special offers such as rebates and coupons. Professionals agree to make available to Clients any terms and conditions applicable to such Professional’s loyalty program.

Promotional Programs

The Company may from time to time provide certain programs, promotions, opportunities, sweepstakes and contests to Users (“Programs”).

Glowreous may at any time in its sole discretion, change, modify, add to, supplement or delete the terms and conditions of any Program, including without limitation changing the name, fees and eligibility of requirements to participate in such Program. The Company will endeavor to notify you of any material changes by email, but will not be liable for any failure to do so. In any case, the liability of any of Company’s partners pursuant to such Programs shall be limited as described in these Terms of Service.

The Programs may, among other things, offer certain benefits to Users for referring Professionals or Clients to the Services. The Programs may offer certain premium services for additional fees to certain Users. Currently, each User will have the choice to join that Program, however, in the future, the participation in certain of the Glowreous Programs may become mandatory for certain Users.

The Company’s general terms and conditions for promotional offers (including offers where Clients must redeem a promotional code as part of the offer) are or will be described or made available on the Website or mobile application.

If any future changes to these Terms of Service are unacceptable to you or cause you to no longer be in compliance with these Terms of Service, you must terminate, and immediately stop using, the Services.

Limitations and Changes to the Services

We may change, modify, suspend, or discontinue all or any part of the Services at any time, with or without reason. You acknowledge that the operation of the Services may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Glowreous shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Services. Glowreous has no obligation to maintain or update the Services or to continue producing or releasing new versions of the Services.

We will make reasonable efforts to keep the Services operational 24 hours a day/7 days a week, except for: (i) planned downtime (of which we will endeavor to provide at least 8 hours prior notice); or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.

As a User of the Services, you agree to follow all applicable rules and laws and take full responsibility for any promotion you offer via the Services.

When you publish content or information using the “public” setting, it means that everyone, including people outside of the Glowreous community, will have access to that information, and we may not have control over what they do with it, including limiting their ability to repost or re-publish such information.

We always appreciate your feedback or other suggestions about Glowreous, but you understand that we may use them and you hereby grant us all rights to such suggestions without any obligation to compensate you for them (just as you have no obligation to offer them).

Spam and Safety

We do our best to keep Glowreous safe and spam free, but can’t guarantee it. In order to help us do so, you, the Professional, agree not to:

send or otherwise post unauthorized commercial communications (such as spam) on the Services;
collect Users’ content or information, or otherwise access the Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;
engage in unlawful multi-level marketing, such as a pyramid scheme, on the Services.
upload viruses or other malicious code;
solicit login information or Account IDs or access an account belonging to someone else;
bully, intimidate, or harass any User;
post content that is hateful, threatening, pornographic, or that contains nudity or graphic or gratuitous violence;
develop, advertise or otherwise market alcohol-related or other mature content;
use Glowreous to do anything unlawful, misleading, malicious, or discriminatory;
do anything that could disable, overburden, or impair the proper working of Glowreous or the Services, such as a denial of service attack; or
facilitate or encourage any violations of these Terms of Service.

To make sure we are able to provide a service to our Users and customers, we need to make sure our pages are accurate and up-to-date. To help us do so, you, the Professional, agree to:

keep your Registration Data and contact information accurate and up-to-date; and
keep your Account IDs and Account information confidential and to not share your login information or Account IDs, let anyone else access your Account, or do anything else that might jeopardize the security of your Account.

HIPAA Notice

Clients should not share any protected health information with Professionals via the Service. The Services are not intended to be used to communicate protected health information, and it is not intended to be compliant with the Health Insurance Portability and Accountability Act (“HIPAA”). The term “protected health information” means any information that relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual. You, the Professional, should not solicit protected health information via the Website or mobile app, or the Glowreous Platform. If Clients voluntarily share any protected health information with you, as the Professional, they do so at their own risk. In the same vein, you, the Professional, should not share any protected health information with any Clients or Users.

Proprietary Rights

The Services contains content and technology of the Company that is protected by copyright, trademark, patent, trade secret and other laws. The Company owns intellectual property rights to any protectable part of the Services, including but not limited to the design, artwork, logos, functionality, and documentation (collectively, the “Company Property”). You may not copy, modify, or reverse engineer any part of the Services or the Company Property.

In order to operate the Services, the Company needs to make certain use of your publicly posted Content. Therefore, by posting, uploading or submitting to Glowreous, or making available for inclusion in publicly accessible areas of Glowreous, any text, images, photos, graphics, audio or video, including any content protected by intellectual property rights (collectively, “Content”), you represent that you have full authorization to do so. You also hereby grant Glowreous a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, distribute, reproduce, modify, adapt, publicly perform, publicly display and make derivative works of such Content in connection with the Services and any services or products affiliated with the Services, regardless of the form of media used or of whether such services or products now exist or are developed in the future. This license exists only for as long as you elect to continue to include such Content on Glowreous, and will terminate at the time such Content is hidden or removed from the Services by you or by Glowreous; provided that the license will not terminate and will continue notwithstanding any removal of the Content or termination of your use of the Services to the extent Glowreous needs to use such Content in connection with any investigation or compliance with any laws.

Content

The Company reserves the right to remove or hide any Content from the Services, at its sole discretion.

You agree to not post any images containing written text or text overlays. Images may not have symbols or text-images anywhere in the photo, including but not limited to shapes, logos, or emoticons, etc. Glowreous reserves the right to remove or hide or change any images without notice.

You agree not to post 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 Website or App, or which may expose Glowreous, its affiliates, or Users to harm or liability of any nature.

When you delete Content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed Content may persist in backup copies for a reasonable period of time (but will not be available to others).

License

Subject to the terms and conditions hereof, Company hereby grants each Professional a limited, revocable, non-sublicensable license to display the logos, trademarks or other design marks of the Company that were provided by the Company to Professional for use solely in connection with your use of the Services, promotion of Services, or other uses expressly permitted by the Company in writing. Notwithstanding such permitted uses and license, you acknowledge that all derivative designs and artwork which utilize the Company’s logo or other Company Property (collectively, “Derivative Works”) are the sole property of the Company. No other rights are granted to you with respect to the Company Property other than those rights granted explicitly herein, including with respect to any Derivative Works.

Any Content posted by a User belongs to the person that posted such Content. You may use any Content posted by you in any way without restriction. You may only use Content posted by others in the ways described in these Terms of Service.

Third Party Intellectual Property Rights

The Company respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the Accounts of Users who the Company, in its determination, believes have repeatedly infringed others’ rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to the Company via email to info@glowreous.com with the subject line, “COPYRIGHT”:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
description of where the material that you claim is infringing is located on the site, including a url link;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized or consented to by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your notice is completely accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner’s behalf.

The Company reserves the right to send Professionals and Clients a newsletter from time to time if they opt-in to receiving one. This communication will be highly targeted based on how each Client uses Glowreous and will be designed to inform Clients of how to get more value from the Services. You can unsubscribe to the newsletter at any time by emailing info@glowreous.com with the subject line, “UNSUBSCRIBE.”

Disclaimers

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ARE FULLY AND SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND YOU AGREE THAT IT IS SOLELY YOUR RESPONSIBILITY TO TAKE REASONABLE PRECAUTIONS IN ALL ACTIONS AND INTERACTIONS WITH OTHER PROFESSIONALS AND CLIENTS AND IN THE PROVISION OR RECEIPT OF STYLING SERVICES. GLOWREOUS IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. GLOWREOUS IS UNDER NO OBLIGATION TO, AND DOES NOT ROUTINELY, SCREEN ITS USERS, INQUIRE INTO THE BACKGROUND OF ITS USERS OR ATTEMPT TO VERIFY INFORMATION PROVIDED BY ANY USER. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. PLEASE CAREFULLY SELECT THE TYPE OF INFORMATION THAT YOU POST ON THE SERVICES OR THROUGH THE SERVICES OR RELEASE TO OTHERS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER PARTICIPANTS OR USERS.

IT IS POSSIBLE FOR OTHERS TO OBTAIN PERSONAL INFORMATION ABOUT YOU DUE TO YOUR USE OF THE SERVICES OR STYLING SERVICES, AND THAT THE RECIPIENT MAY USE SUCH INFORMATION TO HARASS OR INJURE YOU. WE ARE NOT RESPONSIBLE FOR THE USE OF ANY PERSONAL INFORMATION THAT YOU DISCLOSE ON THE SERVICES OR THROUGH THE SERVICES. YOU UNDERSTAND THAT IN USING THE SERVICES, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD-PARTY INFRASTRUCTURE THAT IS NOT UNDER GLOWREOUS’ CONTROL (SUCH AS THIRD-PARTY SERVERS). GLOWREOUS MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD-PARTY INFRASTRUCTURE.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GLOWREOUS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM 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.

GLOWREOUS MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, OR (IV) THAT THE SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

GLOWREOUS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, SUITABILITY, RELIABILITY, TIMING, DURABILITY, LEGALITY, OR ANY OTHER ASPECT OF STYLING SERVICES OFFERED OR PROVIDED BY PROFESSIONALS OR REQUESTED BY CLIENTS THROUGH USE OF THE SERVICES WHETHER IN PUBLIC, PRIVATE, OR OFFLINE INTERACTIONS OR ABOUT THE ACCREDITATION, REGISTRATION OR LICENSE OF ANY PROFESSIONAL.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GLOWREOUS OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

Limitation of Liability and Release

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GLOWREOUS OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BODILY INJURY OR EMOTIONAL DISTRESS AND DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) STYLING SERVICES FACILITATED BY THE SERVICES OR ANY INTERACTIONS BETWEEN USERS, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY) OR ANY DISPUTE WITH ANY USER; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (IV) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF THE SERVICES OR YOUR DATA OR TRANSMISSIONS; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

GLOWREOUS EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS RELATED TO OR ARISING FROM USE OF THE SERVICES. BECAUSE GLOWREOUS IS NOT INVOLVED IN THE ACTUAL INTERACTIONS BETWEEN PROFESSIONALS AND CLIENTS OR IN THE PROVISION OF ANY STYLING SERVICES, YOU HEREBY RELEASE AND FOREVER DISCHARGE GLOWREOUS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, ARISING FROM OR RELATED TO ANY DISPUTE OR INTERACTIONS WITH ANY OTHER USER, WHETHER ONLINE OR IN PERSON, WHETHER RELATED TO THE PROVISION OF STYLING SERVICES OR OTHERWISE.

Dispute Resolution

Informal Negotiations

To expedite resolution and the cost of any dispute, controversy or claim related to these Terms of Service (“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 these Terms of Service, 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 these Terms of Service 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 these Terms of Service 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 these Terms of Service 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.

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.

Governing Law

Except as expressly provided otherwise, these Terms of Service are governed by, and will be construed under, the laws of the State of California, without regard to choice of law principles.

Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, the enforceability of the section entitled “Dispute Resolution” shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).

Indemnification

You agree to defend, indemnify and hold harmless the Company and its affiliates, officers, directors, employees, agents, partners and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney’s fees) arising from or relating to: (i) your use of and access to the Services; (ii) Services facilitated by the Services or any interaction between you and another user; (iii) your violation of any term of these Terms of Service; (iv) your violation of any rights of a third party, including without limitation any copyright, intellectual property, or privacy right; or (v) any third-party claims or damages relating to death, personal injury or emotional distress arising from or related to use of the Services. This defense and indemnification obligations will survive the termination of these Terms of Service and your use of the Services.

Privacy

Our collection of data and information via the Services from Users and others is subject to our Privacy Policy which is available here Privacy Policy (https://glowreous.com/wp-content/uploads/2016/08/glowreous_Inc_privacy_policy.pdf)

and is incorporated herein (the “Privacy Policy”). You understand that through your use of the Services that you consent to the collection and use (as set forth in the Privacy Policy) of such data and information.

By using the Services, you may receive information about Clients or other third parties. You must keep such information confidential, and only use it in connection with the Services. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the Client or other third party.

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.

Miscellaneous Provisions

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. These Terms of Service 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 Website. They supersede any and all previous agreements, written or oral, between you and the Company, including previous versions of these Terms of Service 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 these Terms of Service 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 these Terms of Service and/or Privacy Policy are unacceptable to you or cause you to no longer be in compliance with these Terms of Service, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to these Terms of Service constitutes your complete and irrevocable acceptance of any and all such changes.
Assignment. The Company may assign these Terms of Service 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 these Terms of Service and/or the Privacy Policy is not a waiver of that right.
Severability. Should any provision of these Terms of Service 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.

Confidentiality. Professional expressly understands and agrees that this Agreement and its contents (including, but not limited to, the fact of payment and the amounts to be paid hereunder) shall remain CONFIDENTIAL and shall not be disclosed to any third party whatsoever, except the Professional’s counsel, accountants, financial advisors, tax professionals retained by them, any federal, state, or local governmental taxing or regulatory authority, and the Parties’ management, Officers and Board of Directors, and except as required by law or order of court. Any person identified in the preceding sentence to whom information concerning this Agreement is disclosed is bound by this confidentiality provision and the disclosing party shall be liable for any breaches of confidentiality by persons to whom he/she/it has disclosed information about this Agreement in accordance with this provision.

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 with the subject line, “NOTICE,” 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 TERMS OF SERVICE, WHICH REFERENCES AND HEREBY INCORPORATES 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 THESE TERMS OF SERVICE AND THE COMPANY’S PRIVACY POLICY INCORPORATED HEREIN.
IT IS SO AGREED.