| Featured Listing Legal Terms and Conditions |
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This Agreement is between My Salon Scoop, LLC ("MSS") and the Salon owner/stylist ("Provider") wishing to have a featured salon listing (a "Featured Salon Listing") or a Basic (free) listing published on mysalonscoop.com (the "Web Site"). This document outlines the scope of the Basic and Featured Listings and establishes the terms and conditions for Provider's participation in the MSS Featured Salon Listing program. Basic Listing The basic listing allows either clients or salons/stylists to add their business information to the MSS directory. It also enables clients (hair care professionals are not permitted to review their own services) to post reviews of their salon experience. All listings must be reviewed by the MSS customer service team prior to publishing to validate that salon is a licensed hair salon and pricing information. The basic listing includes limited information about the salon including:
The basic listing is free. Featured Salon Listing The Featured Salon Listing allows salons/stylist to add business information to the salon listing beyond the review data and the information provided by the reviewers. The Featured Salon Listing details include:
Subject to the terms and conditions herein, MSS shall display Provider's Listing as featured on the Web Site. Provider shall submit details required for the Featured Listing as detailed above in a timely manner. Provider will be able to revise or edit featured listing elements to the extent necessary to comply with such guidelines going forward. The original submission and/or revisions must be sent via the Featured Listing Detail Form online. Payment for Featured Listing Pricing includes the services as outlined under Featured Salon Listing. Additional add on services may be available in the future for an additional monthly fee. All payments must be received in advance of publishing the Provider's Featured Salon Listing features. Payments will be accepted via PayPal.com and Authorize.net. Checks are also acceptable. Checks must be payable to My Salon Scoop and mailed to: My Salon Scoop, LLC PO Box 401 South Orange, NJ 07079 Terms of Use By purchasing a Featured Salon Listing, Provider agrees with all the Terms of this Agreement, including the terms and conditions outlined below and the Terms of Use for all users of the Web Site, and specifically acknowledges its consent to each and every such term, and both parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the Effective Date of this Agreement. TERMS AND CONDITIONS 1. Definitions. When used herein the following capitalized words shall mean the following: "Agreement" means this agreement, which also includes by reference the Terms of Use for all users of the Web Site. "Featured Listing" means the submission of requested information about Provider's business as defined in the Featured Salon Listing description above "Effective Date" means the initial date that the Featured Listing is scheduled to be available and accessible on the Web Site. "Term of this Agreement" means the term of this Agreement commencing on the Effective Date and continuing until termination or expiration as provided herein. 2. Right to Reject Material. MSS reserves the right to reject featured listing details submitted (photographs, or description language) that are not consistent with MSS' then current standards (as outlined in the terms of use policy). In addition, MSS shall have the right, at any time, to remove any materials and/or to terminate this Agreement if MSS is directed to do so by any law enforcement agency, court or government agency or at MSS' sole discretion. Provider's sole remedy shall be that MSS will display during the Term of this Agreement other promotional materials as mutually agreed upon by the parties. 3. Representations and Warranties/Indemnification. Provider is solely responsible for any legal liability arising out of or relating to (a) the Featured Listing information, (b) the products or services offered or any other liability resulting through the Featured Listing via a hypertext or other link ("Link") to third party or Provider web sites. Provider represents and warrants that: (i) Provider has the power and authority to enter into and perform its obligations under this Agreement; (ii) the Provider Listing request is honest, accurate and not misleading; (iii) that Provider owns all of the unencumbered necessary rights to permit the publication, distribution and use of the Featured Listing by MSS for the purposes of this Agreement; and (iv) that the use, reproduction, distribution, transmission, display or serving of the Featured Listing will not violate any laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, or other proprietary, property or other right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, or violation of any antidiscrimination law or regulation (collectively "Indemnified Violation"). Provider will continue to own any Featured Listing materials supplied to MSS by Provider. Provider grants to MSS the royalty-free license to copy, modify, publish and distribute the Featured Listing, trademarks, service marks and other materials delivered by Provider for publication on the MSS Web Site in accordance with this Agreement. MSS shall own any works or creations prepared by MSS's employees (or Provider if created at the direction of MSS for use on the Web Site), including without limitation those works and creations incorporated by MSS into any Featured Listing or other materials supplied by Provider. Provider shall defend, indemnify and hold MSS and its employees, officers, directors, shareholders, and agents harmless from any and all liability, loss, damage, expense, claim, or cause of action, including, without limitation legal fees and expenses, arising out of or related to Provider's breach (or alleged breach) of this Agreement or any of the representations and warranties contained herein, including, without limitation, any liability, loss, damage, expense, claim, or cause of action arising from an Indemnified Violation. Provider and the persons submitting application on behalf of Provider represent and warrant that the persons submitting Featured Listing for Provider have the right and power to enter into this Agreement. 4. LIMITATIONS ON DAMAGES AND WARRANTIES. IN THE EVENT OF A BREACH OF ANY OF THE TERMS OF THIS AGREEMENT BY MSS, THE SOLE AND EXCLUSIVE REMEDY OF PROVIDER AND ITS AGENTS SHALL BE RECOVERY OF DAMAGES NOT TO EXCEED THE AMOUNT PAID BY PROVIDER FOR THE FEATURED LISTING IN CONNECTION WITH WHICH THE BREACH OCCURRED. MSS SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT MSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MSS DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE SERVICES AND PRODUCTS PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT RESTRICTED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MSS makes no warranty or guaranty whatsoever regarding the availability, operation or content of the MSS Web Site. Access to the MSS Web Site is provided on an "AS-IS, AS-AVAILABLE" basis. Provider acknowledges that the MSS Web Site and the Featured Listing may be unavailable from time to time for maintenance, service, lack of capacity, network congestion and other causes within or without the control of MSS. MSS is not responsible or liable in any manner for any information, materials or comments posted on the MSS Website, whether posted by users of the MSS Website, by MSS, or by third parties. Although MSS provides rules for user conduct and postings, MSS does not control and is not responsible for what users post, transmit or share on the MSS Website and is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content that may be posted on the MSS Website. MSS is not responsible for the conduct, whether online or offline, of any user of the MSS Website. 5. Default and Termination. Either party may terminate the Term of this Agreement on written notice to the other party if the other party materially breaches this Agreement. Sections 1, 3, 4, 5, 6, 8, 10, 11, and 12 and all payment obligations of Provider shall survive any termination or expiration of the Term or this Agreement. MSS will refund any unused portion of the contract upon early termination of this agreement. 6. Confidentiality. 6.1. Terms and Conditions; Publicity. The terms and conditions of this Agreement will be considered confidential and will not be disclosed to any third parties except to such party's employees, agents, representatives, accountants and attorneys, on a need-to-know basis only, or except as otherwise required by law. Neither party will disclose the existence of this Agreement prior to the Effective Date other than to such party's employees, agents, representatives, accountants and attorneys, or except as otherwise required by law. 6.2. Privacy of User Information. All information and data provided to MSS by users of the Web Site or otherwise collected by MSS relating to user activity on the Web Site, shall be retained and owned solely by MSS. 7. Assignment. Provider shall not assign or otherwise transfer this Agreement and any rights or obligations hereunder without the express written approval of MSS. 8. Governing Law. This Agreement shall be construed and controlled by the internal substantive laws of the State of New Jersey, without application of conflict of law provisions, and Provider consents to jurisdiction and venue in the state and federal courts sitting in Essex County, New Jersey. 9. Termination of Insertion Orders. Provider may terminate any Featured Listing by giving at least thirty (30) days prior written notice of the termination date. MSS may terminate any Featured Listing by giving at least fifteen (15) days prior written notice of the termination date. In the event of any such termination, MSS will refund any unused portion of the contract upon early termination of this agreement. 10. Entire Agreement. This Agreement does not constitute an offer by either party and it shall not be effective until Provider has submitted Featured Listing and MSS has agreed to display Featured Listing as evidenced by Featured Listing appearing on MSS's website. This Agreement and all exhibits, attachments shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall be deemed to merge all prior and contemporaneous agreements, communications and understandings (both written and oral). The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any other document. This Agreement may not be modified except by a written agreement signed on behalf of MSS and Provider by their respective duly authorized representatives. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision shall be deemed to have the legally permissible meaning closest to the original intent of the provision, and the remaining provisions of this Agreement shall remain in full force and effect. 11. Force Majeure/Interruption. Neither party shall be liable for any failure to perform any of its obligations under this Agreement (except payment obligations) due to unforeseen circumstances or causes beyond the party's reasonable control, including without limitation, acts of God, riot, embargoes, acts of governmental authorities, fire, earthquake, flood, accident, strikes, or inability to secure transmission facilities ("Force Majeure"). 12. Notices. All notices, authorizations, and requests in connection with this Agreement shall be deemed given (i) three days after being deposited in the U.S. mail, postage prepaid, certified or registered, return receipt requested; or (ii) one day after being sent for overnight delivery by air express courier, charges prepaid; and addressed to the address for the receiving party as shown in the Featured Listing (or to such other address as the party to receive the notice or request so designates by written notice to the other). |


