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Terms and Conditions
The terms “Beauty Consultant”, “Company”, “we”, “us”, and “our” refer to 2 Beauty Brains LLC. The term “Site” refers to www.2beautybrains.com and all other websites owned or operated by 2 Beauty Brains LLC or its subsidiaries. The term “Client”, “user,” “you” and “your” refers to Clients, Client team members (including employees, contractors and other representatives of Client and Client’s company) and any other users of the site. The terms “Service” and “Session” refers to the services or sessions available for purchase from 2 Beauty Brains LLC as outlined below. This Beauty Session Agreement (the “Agreement”), goes in to effect (the “Effective Date”), on the date the Client made the session purchase between 2 Beauty Brains LLC, a Texas limited liability company and Client.
In consideration of the promises and mutual covenants contained herein, and other valuable consideration, the parties agree as follows:A G R E E M E N T
1. Services.Client hereby engages Beauty Consultant, and Beauty Consultant accepts such engagement, as an independent contractor, to provide to Client the consulting services described in Schedule A (the “Services”), attached hereto and incorporated herein by this reference, in accordance with the criteria set forth in Schedule A and with the terms and conditions set forth in this Agreement.
(a) In full consideration of Beauty Consultant’s Services and delivery of the works detailed in this Agreement, a non-refundable fee paid in full by the Client at point of purchase on the site.
(i) No Refund Policy. Client understands and agrees there is a strict no-refund policy. Requests for refunds will not be honored by Beauty Consultant.
(b) Additional Charges. Client acknowledges that the total amount due is based on the purchased session at the time this Agreement is executed by the Parties. Client agrees that any services or activities over and above the purchased session may have additional charges. Any such additional service shall be memorialized in writing signed by both Parties in email, and be billed at Beauty Consultant’s current hourly rate of Three Hundred and Seventy-Five Dollars and No/Cents ($375.00), or at the then-current rate that Beauty Consultant typically charges for hourly services.
(c) Travel Expenses. Client shall reimburse Beauty Consultant for all exclusive travel, lodging and meal expenses incurred by Beauty Consultant while traveling exclusively for Client while fulfilling its obligations hereunder. Beauty Consultant shall retain receipts for such expenses and shall submit such expenses to Client for the expenses to be reimbursed. Client shall pay all expenses within ten (10) days of submission by Beauty Consultant. Beauty Consultant will seek approval for any such exclusive expenses.
(d) Late Payments; Interest. In the event that Client fails to remit any outstanding payments to Beauty Consultant by the dates specified in Schedule A, such unpaid amounts shall bear simple annual interest at the rate of 10% from the date due until the date paid.
3. Mutual Indemnification.Both Parties shall indemnify, defend, and hold harmless the other Party and its affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys’ fees and disbursements, arising from or relating to any breach by the other Party of its representations, warranties, or other obligations hereunder.
4. Confidentiality.For purposes of this Agreement, “Confidential Information” shall mean any information or material which is proprietary to a Party or designated as Confidential Information by the disclosing Party and not generally known other than by the disclosing Party, and which the other Party may obtain knowledge of through or as a result of the relationship established hereunder with the disclosing Party, access to the disclosing Party’s premises, or communications with the disclosing Party’s employees or independent contractors, and also including any information which the disclosing Party obtains from any third-party which the disclosing Party treats as proprietary or designates as Confidential Information.
All information provided by Beauty Consultant to Client will be considered Confidential Information, and includes, without limitation: all materials provided by Beauty Consultant, contracts, agreements, account concepts, Beauty Consultant’s contacts, any feedback, reports, customer lists, pricing information, financial information, e-mails, inventions, and ideas of Beauty Consultant. Beauty Consultant is not obligated to share what is considered trade secret to the Client. The Confidential Information to be disclosed is solely within BeautyConsultant’s discretion.
(a) Duty to Maintain Confidentiality. Client hereby agrees to hold in confidence and not to disclose or reveal to any person or entity any Confidential Information disclosed hereunder, except with the clear and express prior written consent of a duly authorized representative of the disclosing Party. Client further agrees not to use or disclose any of the Confidential Information for any purpose at any time, other than for the limited purposes of this confidence.
Further, Client hereby agrees that the downloadable version of their virtual session, as described in Schedule A, will not be shared or distributed at any time to any persons other than the three (3) management-level officers of Client participating in the sessions. Client understands that if Client should fail to abide by this covenant, Beauty Consultant will suffer irreparable harm to their business model, and Client shall be liable according to Section 6 to the maximum extent possible.
5. Term.The term of this Agreement shall commence on the Effective Date and shall continue until both Parties agree that the scope of Services have been completed as specified in Schedule A.
6. Termination.This Agreement shall immediately terminate without notice to the other Party in the event that either Party; (i) files a petition in bankruptcy; (ii) has a receiver appointed over all or substantially all of its property or assets; or (iii) institutes any act or proceeding for the winding up of its business. This Agreement shall terminate if Client is in breach of this Agreement, provided that Client is provided with notice of such breach and fails to cure such breach within ten (10) days of such notice.
(a) Mutual Indemnification. Both Parties shall indemnify, defend, and hold harmless the other Party and its affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys’ fees and disbursements, arising from or relating to any breach by the other Party of its representations, warranties, or other obligations hereunder.
(b) Limitation of Liability. Notwithstanding anything to the contrary contained herein, Beauty Consultant shall not be liable under any circumstances to Client for incidental, indirect, consequential, exemplary, punitive, statutory or special damages, including, but not limited to, lost profits, loss of use, loss of time, inconvenience, loss of business opportunities, damage to good will or reputation, and costs of cover, regardless of whether such liability is based on breach of contract, tort, strict liability or otherwise, and even if such party has been apprised of the likelihood of such damages occurring or such damages could have been reasonably foreseen. Notwithstanding anything to the contrary contained in this Agreement, the entire aggregate liability of Beauty Consultant and its representatives, heirs and assigns, or their respective owners, officers, directors, managers, employees, and agents (collectively, “Affiliates”) for any claims relating to this Agreement will be limited to an amount equal to the sum of the compensation specified in Schedule A and actually paid to Beauty Consultant by Client.
(c) No Warranty. Except as otherwise expressly provided herein, Beauty Consultant provides no warranty and expressly disclaims all implied warranties, including the implied warranties of merchantability and fitness for a particular purpose. No representation or affirmation of fact made by Beauty Consultant or its Affiliates shall be deemed a warranty of Beauty Consultant.
(d) Equitable Relief. Client hereby represents and warrants that, due to Beauty Consultant’s existing specialty knowledge of a confidential nature, contacts, and relationships being of material and paramount importance, Client agrees not to reveal any confidential information and agrees not to communicate or interfere with Beauty Consultant’s contacts unless otherwise agreed to in writing. The nature of Beauty Consultant’s confidential information and relationships are of a special, unique, unusual, extraordinary, and intellectual character that gives them a peculiar value, the loss of which may not be reasonably or adequately compensated in damages in an action at law. Client therefore expressly acknowledges and agrees that if a breach or a threatened breach by Client of this Agreement occurs, Beauty Consultant will, in addition to any and all other rights and remedies that may be available to it at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, and any other relief that may be available from a court of competent jurisdiction, without any requirement to (i) post a bond or other security, or (ii) prove actual damages or that monetary damages will not afford an adequate remedy. Client agrees that Client will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in each case, consistent with the terms of this section. Beauty Consultant shall be entitled to recover all costs and fees incurred to obtain such equitable relief, including but not limited to, all court costs and attorney’s fees.
(e) Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and, except as otherwise expressly limited in this Agreement, the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise.
(a) No Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party will operate or be construed as a waiver of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver.
(b) No Guarantee; No Representation as to Effect on Sales. Nothing in this Agreement shall constitute a guarantee, nor shall it be interpreted or construed as any representation, warranty, or implication by Beauty Consultant, that Client will have increased sales as a result of the Services to be provided by Beauty Consultant. Nor is Beauty Consultant required to take action on or execute any of the strategies discussed.
(c) Survival. Any rights or obligations of the Parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement, including representations, warranties, and indemnification obligations, will survive any such termination or expiration.
(d) Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto and supersedes any and all prior or contemporaneous representations, understandings, and agreements between Beauty Consultant and Client with respect to the subject matter hereof, all of which are merged herein.
(e) Severability. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
(f) Governing Law; Arbitration. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Texas without regard to the conflicts of law provisions thereof. If a dispute arises with respect to this Agreement, or otherwise between the Parties, each Party agrees to attempt to resolve the dispute first by mediation and thereafter by arbitration before a single arbitrator in accordance with the rules of the Texas Arbitration Act and the rules of the American Arbitration Association. Any mediation or arbitration shall take place in the County of Montgomery, Texas unless the Parties otherwise agree in writing. In any arbitration, the arbitrator shall have the right to award reasonably incurred attorneys’ fees and expenses relating to the dispute to the prevailing Party. If any Party hereto commences an action without first attempting to resolve the matter through mediation or refuses to mediate after a request has been made, then that Party shall not be entitled to recover attorneys’ fees, even if they would otherwise be available to that Party in any such action.
(g) No Third-Party Beneficiaries. It is not the intention of the Parties hereto to confer a third-party beneficiary right of action upon any person or entity whatsoever, for any reason whatsoever, and nothing contained herein shall be construed as conferring upon any person or entity other than the Parties hereto a right of action either under this Agreement or in any manner whatsoever.
(h) Independent Contractor Status. Nothing contained in this Agreement shall be construed as creating an employment relationship, agency, sales representative relationship, joint venture or other partnership, or any other relationship between Client and Beauty Consultant, it being expressly understood that Beauty Consultant is an
(i) Force Majeure. No Party hereto shall be deemed in default if its performance or obligations hereunder are delayed or become impossible or impractical by reason of any act of God, war, fire, earthquake, labor dispute, accident, civil commotion, epidemic, pandemic, act of government or government agency or officers, or any other cause beyond such Party’s control.
(j) No Assignment of Agreement. No Party may assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent to such assignment or transfer by the other Party hereto; and all the provisions of this Agreement shall be binding upon the respective parties, delegates, successors, heirs and assigns of the Parties.
(k) No Disparagement. Each Party agrees that upon or after any termination of this Agreement, it will not make or publish, or cause to be made or published, orally or in writing, disparaging or derogatory statements about the other Party or the other Party’s business, products, or services, whether or not such statements are true, to any third parties, including, but not limited to, customers, potential customers, the press, or present or prospective employers, provided that nothing contained herein shall affect or limit responses given in any governmental or judicial proceeding or as otherwise required by law.
(l) Headings. The descriptive headings in this Agreement are for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.
(m) Individual Authority; Consent and Approvals. Any individual signing this Agreement on behalf of an entity hereby represents and warrants that, in his or her individual capacity, he or she has full authority to do so on behalf of that entity. A Party shall not unreasonably withhold a consent provided for in this Agreement unless the Agreement specifically permits otherwise.
(n) Notices. Each Party shall deliver all notices and direct all communications to the other Party at the addresses set forth below the signature blocks, or to such other address that the receiving Party may designate from time to time in accordance with this section.
(o) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
(p) Interpretation. This Agreement is intended to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.
(q) Refusal of Service. We reserve the right to refuse service to anyone or entity, without the obligation to assign reason for doing so. Furthermore, you must be at least eighteen years old (18) and have the requisite power and authority to purchase and enter into these terms within the Agreement.
Description of Services:Beauty Consultant will conduct purchased virtual session with no more than three (3) management-level officers of Client. Beauty Consultant will customize the virtual session once Client submits the mandatory preliminary questionnaire to Beauty Consultant, names of three company officers attending and or any other of the required materials. It is understood by the Client, the session cannot commence until Beauty Consultant has the all the required materials. The named virtual session includes, but is not limited to:
2 Day Industry Reveal, Margin Matters, Come Out and Play, Recommended Resources, Pick Me and You Legit. Session length of time vary, for sessions longer than one and a half hours (1.5), the session will be broken up into 2 sessions one week apart.
After each session, Beauty Consultant shall send a post-session questionnaire to Client to fill out and return. Upon receipt of the executed post-session questionnaire and payment of all fees due to Beauty Consultant, Beauty Consultant will prepare and deliver to Client a downloadable version of their customized virtual session whereby Beauty Consultant will provide its recommendations for the Client. Beauty Consultant will omit any proprietary or confidential information before sending.
Location for Services:To be held virtually at a mutually agreed time and date. If Client fails to show up or reschedules more than three times, Beauty Consultant is not obligated to fulfill this service as long as Beauty Consultant puts the scheduling infractions in writing to Client.