Authorized Location Terms

DATE LAST MODIFIED: March 12, 2018

  1. General.
    1. During the length of the Authorized Location Agreement, Beauty Number will provide the Beauty Number services and/or programs (collectively, “Beauty Number Programs”) detailed in the Authorized Location Agreement separately executed by You, together with all exhibits attached thereto (the “Authorized Location Agreement”). In the event of any inconsistency among terms and conditions of the Authorized Location Agreement and these Terms and Conditions (collectively, sometimes referred to herein as the “Agreement”), the order of control will be:
      1. these Terms and Conditions,
      2. the Authorized Location Agreement, and
      3. any other exhibits, addenda or attachments to these Terms and Conditions including any links contained in the Authorized Location Agreement or these Terms and Conditions, which are incorporated by reference herein. Any capitalized terms that are not defined in these Terms and Conditions have the meanings ascribed to them in the Authorized Location Agreement. For purposes of clarity, these Terms and Conditions are incorporated by reference into the Authorized Location Agreement executed by You, and, together with the Authorized Location Agreement and all attachments thereto, govern Your use of all Beauty Number Programs and services.
  2. Intellectual Property Rights.
    1. Beauty Number is the sole and exclusive owner of all right, title and interest in and to any data provided to Beauty Number by Your customers or any end user to Beauty Number in connection with the Beauty Number Programs, including without limitation all e-mail and/or other contact information (“Customer Data”). As such, You will not, unless the applicable customer has separately taken all steps necessary to opt in to provide contact information to You, be provided with or otherwise have access to the Customer Data.
    2. Beauty Number owns all right, title and interest in and to the Beauty Number Programs including, without limitation, any intellectual property rights and any improvements, modifications, enhancements or refinements thereto. Except as set forth in the Agreement, all rights not expressly granted to You are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the Beauty Number Programs, intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying or such intellectual property.
    3. Beauty Number hereby grants to You a limited, non-transferable, non-exclusive, revocable license to access and use Beauty Number’s hosted Authorized Location Web Portal (the “Portal”) for internal business purposes so long as Your account with Beauty Number remains current and active. If Beauty Number provides You with a password to access the Portal, You are solely responsible for protecting the password and for any authorized or unauthorized use made of the password. The Portal, and all source code, copyrights and other intellectual property associated therewith, are and shall remain the sole and exclusive property of Beauty Number. You will refrain from sharing with or permitting any third party to use Your password or otherwise access the Portal. Beauty Number shall have the right to terminate the license granted hereby immediately in the event that You have breached any terms or conditions set forth in the Agreement or Your Beauty Number account is otherwise terminated for any reason.
  3. Restrictions.
    1. You:
      1. will use the Beauty Number Programs solely for Your internal business purposes; and
      2. will not, for Yourself, any of Your affiliates or any third party
        1. Distribution. You may not sell, rent, lease, loan, license or sublicense, assign, distribute, or transfer the Beauty Number Programs,
        2. Modification. You may not modify, change, alter, create derivative works of, decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the underlying ideas, algorithms, file formats, programming, or interoperability interfaces of the Beauty Number Programs,
        3. Reverse Engineering. You may not copy any tangible versions of the Beauty Number Programs, or
        4. Proprietary Notices.You may not remove from any of the Beauty Number Programs any language or designation indicating the confidential nature thereof or the proprietary rights of Beauty Number.
        5. Restrictions on Export. You may not transfer, transmission, export, re-export or permit any third party to export or re-export, directly or indirectly, the Beauty Number Programs where such transfer, transmission, export or re-export is prohibited by applicable law without appropriate licenses and clearances. Beauty Number retains the right, in its sole discretion, to approve, modify or refuse any Beauty Number related communications or proposed communications or messages to Your customers or any Beauty Number end users.
  4. Fees; Pricing and Payment Terms; Taxes.
    1. Beauty Number’s current fees for the Beauty Number Programs and its services are set forth in the Authorized Location Agreement. Beauty Number reserves the right to amend the fees payable for the Beauty Number Programs at any time upon thirty (30) days’ prior notice to You; provided, however, that such amendment to the fees will not be applicable until the beginning of the next Subscription Period.
    2. When You provide Your payment information to Beauty Number, You are providing Beauty Number with an authorization to process any and all payments as outlined in this Agreement. In certain instances, the payment processing may not occur immediately, and Your payment may show as “pending” during this time period. In addition, Beauty Number may request an authorization for the amount of Your anticipated transaction in advance and may estimate the final value of the transaction, which may be more than the amount of the actual transaction. Beauty Number will release any funds authorized in excess of the amount of the actual transaction at the time the transaction settles.
    3. You will be responsible for any sales, use, value-added or import taxes, customs duties or similar taxes assessed in accordance with applicable law with respect to the provision of the Beauty Number Programs.
    4. Notwithstanding anything herein to the contrary, Beauty Number, in its sole discretion, may suspend or terminate the Agreement and corresponding access and right to use all or any portion of the Beauty Number Programs, at any time, upon electronic or other notice to You, if You have not paid all amounts due on or before the payment due date, or for any other breaches of the Authorized Location Agreement, these Terms and Conditions, or any other exhibits, addenda or attachments to these Terms and Conditions including any links contained in the Authorized Location Agreement or these Terms and Conditions, which are incorporated by reference herein. You are responsible for amounts that remain outstanding as of the date of such termination including early cancellation fees. You agree to pay reasonable attorneys’ fees and court costs incurred by Beauty Number to collect any unpaid amounts owed by You.
  5. Term; Termination; Survival.
    1. The Agreement will remain in full force specified in the Authorized Location Agreement. By purchasing a month-to-month Subscription, You acknowledge that Your Subscription has an initial and recurring payment feature and You accept responsibility for all recurring charges prior to cancellation. Your Subscription will be automatically extended for successive monthly periods, at the then-current Subscription rate. Beauty Number may submit periodic charges (e.g., monthly) without further authorization from You, until You provide prior notice that You have terminated this authorization or wish to change Your payment method. Such notice will not affect charges submitted before Beauty Number reasonably could act. At the end of any multiple month Subscriptions of 3, 6, or 12 months, unless You select a new Subscription, Your Subscription will automatically convert to a month-to-month Subscription. This will be ongoing until You select a new Subscription.
    2. To cancel Your Subscription at any time, You must login to Your Merchant Web Portal or email us at sadface@beautynumber.com and we will do it for You. If You cancel, You may use Your Subscription until the end of Your then-current Subscription term. If You cancel Your Subscription, You will not be eligible for a prorated refund of any portion of the Subscription fee paid for the then-current Subscription period. Beauty Number will cease to collect the monthly Subscription fee at the point in time in which Beauty Number has received Your returned Beauty Number Kit. In the event of a termination, all items in the Beauty Number Kit must be returned to Beauty Number in specified return packaging provided by Beauty Number. If You were not previously provided with specified return packaging, Beauty Number will provide You with specified return packaging at no cost to You, otherwise You will be charged for packaging materials. You are responsible for all return shipping charges and for any damage incurred in the shipping process. If any item in the Beauty Number Kit is not returned, Beauty Number may charge You for the cost of the item not returned. Beauty Number will prorate the last monthly Subscription fee based on the date the Beauty Number Kit is received by Beauty Number. You may be required to fill out an exit survey in order to complete any cancellation request. Beauty Number may refuse to accept the return of its equipment until the exit survey is completed. If You do not complete the exit survey in a timely fashion, You may be charged a fee for missing equipment until the exit survey is completed.
    3. Any provision of the Agreement which contemplates performance or observance subsequent to any termination or expiration of the Agreement shall survive any termination or expiration of the Agreement and continue in full force and effect.
  6. Beauty Number Rewards Program.
    1. Beauty Number Cash Offering and Redemption. You authorize Beauty Number to offer and distribute Beauty Number Cash, in accordance with this Agreement and subject to the restrictions set forth in the Beauty Number Terms and Conditions. You acknowledge that Beauty Number may terminate the publication or promotion of Beauty Number Cash at any time.
    2. Beauty Number Cash Publication and Delivery. Once Beauty Number Cash is claimed and delivered to the user, You shall be solely responsible for all customer service in connection with Beauty Number Cash and for supplying all goods and services specified in Beauty Number Cash. Beauty Number further reserves the continuing right, but shall not be obligated, to reject, revise, or discontinue publishing any Beauty Number Cash and to require You to edit or modify the same for any reason, including, without limitation, to conform Beauty Number Cash to Beauty Number specifications or applicable Laws.
    3. License. You grant to Beauty Number a non-exclusive worldwide license and right to use, reproduce, display, distribute and transmit the Your name, logo and any trademarks (“Authorized Location Marks”) and any photographs, graphics, artwork, text and other content provided or specified by You (“Content”) in connection with the marketing, promotion, sale or distribution of Beauty Number Cash, in any and all media or formats in which such Beauty Number Cash are marketed, promoted, transmitted, sold, or distributed, including but not limited to, on the Beauty Number Website and Application.
    4. Compliance and Cancellation.
      1. You further agree to comply with Beauty Number Cash terms and conditions as set forth in the Agreement. You shall allow the user to redeem Beauty Number Cash with You for the amount earned by user for Beauty Number Cash.
      2. If You cancel Your Subscription, You agree that so long as Beauty Number Cash is awarded before your Subscription is canceled, You will fully honor Beauty Number Cash, without restriction, even though services may be fulfilled after Your Subscription is Canceled and for a minimum of ninety (90) days.
  7. Prepaid Items.
    1. Prepaid Items Offering. You authorize Beauty Number to offer and distribute prepaid services, deals, and/or products ("Prepaid Items") within the Beauty Number Application, Website, and Your Online Store in accordance with this Agreement and subject to the restrictions set forth in the Beauty Number Terms and Conditions. You acknowledge that Beauty Number may terminate the publication or promotion of Beauty Number Cash at any time.
    2. Prepaid Items Publication and Delivery. Once Prepaid Items are purchased by a customer, You shall be solely responsible for all customer service directly related to the services, deals, and or products purchased by customers in connection with Prepaid Items. Beauty Number further reserves the continuing right, but shall not be obligated, to reject, revise, or discontinue publishing any Prepaid Items and to require You to edit or modify the same for any reason, including, without limitation, to conform Prepaid Items to Beauty Number specifications or applicable Laws.
    3. License. You grant to Beauty Number a non-exclusive worldwide license and right to use, reproduce, display, distribute and transmit the Your name, logo and any trademarks (“Authorized Location Marks”) and any photographs, graphics, artwork, text and other content provided or specified by You (“Content”) in connection with the marketing, promotion, sale or distribution ofPrepaid Items, in any and all media or formats in which such Prepaid Items are marketed, promoted, transmitted, sold, or distributed, including but not limited to, on the Beauty Number Application, Website, and Your Online Store.
    4. Compliance and Cancellation.
      1. You agree to comply with Prepaid Item terms and conditions as set forth in the Agreement. You shall allow the user to redeem Prepaid Items with You for the amount paid in advance by user for Prepaid Items.
      2. You agree that in providing the Prepaid Item, You will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Prepaid Item, including the Fine Print. Unless disclosed in the Fine Print, You further agree not to impose different terms or a different cancellation policy than what is imposed on your regular customers.
      3. If You cancel Your Subscription, You agree that so long as Prepaid Items were purchased before your Subscription is canceled, You will fully honor Prepaid Items, without restriction, even though services may be fulfilled after Your Subscription is Canceled and for a minimum of one (1) year.
  8. Representations and Warranties; Disclaimer.
    1. Beauty Number respectively represents and  warrants that Beauty Number has the authority to enter into this Agreement.
    2. You represent, warrant and covenant to Beauty Number that:
      1. You have the authority to enter into this Agreement;
      2. You will take proper care of all devices, equipment, and material provided by Beauty Number to You and maintain all such devices, equipment, and material  in good condition and/or working order;
      3. and (c) You will only use the Beauty Number Programs for lawful purposes and will not violate any law of any country or the intellectual property rights of any third party.
    3. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, BEAUTY NUMBER, ITS SUBSIDIARIES, AND ITS LICENSORS EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE AND SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SOFTWARE OR THE SOFTWARE CONTENT WILL BE FREE OF BUGS, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS; THAT ANY RESULTS, OUTPUT, OR DATA PROVIDED THROUGH OR GENERATED BY THE SOFTWARE WILL BE ACCURATE, UP-TO-DATE, COMPLETE OR RELIABLE; THAT ANY ERRORS WILL BE CORRECTED; THAT THE SOFTWARE OR SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD; OR THAT THE SOFTWARE WILL BE COMPATIBLE WITH THIRD PARTY SOFTWARE. IN ADDITION, BEAUTY NUMBER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE RESULTS THAT YOU MAY ACHIEVE ON ACCOUNT USING ANY BEAUTY NUMBER PROGRAM OR SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF BEAUTY NUMBER PROGRAMS OR SERVICES AND THE INTERNET IS AT YOUR SOLE RISK. BEAUTY NUMBER PROGRAMS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU HEREBY ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND/OR PROVIDING INTERNET SERVICE TO ALL LOCATIONS IN WHICH THE BEAUTY NUMBER PROGRAMS ARE TO OPERATE.
  9. Confidential Information.
    1. Any information that a receiving party knows or has reason to know (either because such information is marked or otherwise identified by the disclosing party orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is “Confidential Information” of the disclosing party and will remain the sole property of the disclosing party. Such Confidential Information includes but is not limited to data, information (including personally identifiable information), ideas, materials, specifications, procedures, schedules, software, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data and other similar information provided by a party. For avoidance of doubt, Customer Data shall be deemed Confidential Information of Beauty Number. Each party agrees that it will not disclose, use, modify, copy, reproduce or otherwise divulge such Confidential Information to any third party without the prior written approval of the disclosing party except that the receiving party shall have the right to disclose such Confidential Information to the extent required by applicable law or to the directors, officers or employees of the receiving party who have a need to know such Confidential Information in order to perform its obligations under the Agreement and to the extent such directors, officers or employees are subject to obligations of confidentiality and nondisclosure that are substantially similar to the obligations set forth in the Agreement. The prohibitions contained in this Section will not apply to information
      1. already lawfully known to the receiving party prior to such disclosure by the disclosing party;
      2. independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information;
      3. disclosed in published materials;
      4. generally known to the public; or
      5. lawfully obtained from any third party. In addition, a party will not be considered to have breached its obligations under the Agreement to the extent Confidential Information is required to be disclosed by any governmental authority, provided that, to the extent legally practicable, the receiving party advises the disclosing party prior to making such disclosure in order that the disclosing party may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information.
  10. Dispute Resolution. In the event of a reward dispute or mistake between an Authorized Location and User, Beauty Number may in its sole discretion unilaterally make adjustments to User reward points. To the extent any disputes arise under the Agreement or otherwise between the parties, the parties will first attempt in good faith to resolve their dispute informally.
    1. Governing Law. This Agreement shall for all purposes be governed by and construed in accordance with the laws of the State of Colorado, and that any action arising out of this Agreement shall be litigated and enforced under the laws of the State of Colorado. In addition, Authorized Location agrees to submit to the jurisdiction of the courts of the State of Colorado, and that any legal action pursued by Authorized Location shall be within the exclusive jurisdiction of the courts of the State of Colorado.
  11. Indemnification. You will defend, indemnify and hold Beauty Number and its affiliates and their respective directors, officers, employees, agents and representatives harmless from and against any third party suit, proceeding, assertion against any claims, damages, injuries, judgments, liability, losses, costs and expenses (including without limitation any reasonable attorneys’ fees) incurred arising from Your breach of the Agreement, Your unauthorized use or misuse of Beauty Programs or any unauthorized combination of any Beauty Number Programs with any hardware, software, products, data or other materials not specified or provided by Beauty Number.
  12. Limitation of Liability. Beauty Number’s aggregate liability for all claims (including claims for indemnification of third party damages) arising out of the Agreement, whether in contract, tort or otherwise, will not exceed the amount of fees paid by You to Beauty Number under the Agreement during the twelve (12) months preceding the date on which the claim occurred. To the maximum extent permitted by applicable law, in no event will Beauty Number be liable for any loss of business profits, business interruption, loss of data or any special, indirect, exemplary, incidental or consequential damages arising from or in relation to the Agreement or the use of the Services, however caused and regardless of theory of liability. In addition, Beauty Number will not be liable for damage (physical or otherwise) incurred by You upon any asset or property from the installation or removal of any Beauty Number product or add-on in-store and will not be responsible for replacement or cost of repair if damages occur. This limitation will apply even if such damages were foreseeable and You have been advised or are aware of the possibility of such damages.
  13. Notice. Any written notice or demand required or permitted by this Agreement will be sent to Beauty Number or the contact person listed on the Account Information (with notice deemed given as indicated):
    1. by registered or certified mail (return receipt requested);
    2. personal delivery;
    3. overnight commercial courier upon verification of receipt;
    4. facsimile transmission when receipt is confirmed orally; return receipt requested, upon verification of receipt;
    5. by electronic delivery when receipt is confirmed orally; or by other guaranteed delivery to the other party at the address set forth herein. The notice will be effective
      1. as of the date of delivery if the notice is sent by personal delivery, overnight commercial courier or other guaranteed delivery, and
      2. as of five (5) days after the date of posting if the notice is transmitted by registered or certified mail.
  14. Assignment. You may not  in whole or in part, assign, transfer, charge, sub-contract or deal in any other manner with all of any of its rights or obligations under the Agreement, either voluntarily or by operation of law, without the prior written consent of Beauty Number, which will not be unreasonably withheld. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.
  15. No Third Party Beneficiaries. The Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the respective Parties and their successors and permitted assigns.
  16. Amendment. This Agreement may be changed or modified only by written agreement signed by both Parties.
  17. Waiver. No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach. The failure of either party to exercise or enforce any of its rights under the Agreement will not constitute a waiver of subsequent breaches and the waiver of any breach will not constitute a waiver of subsequent breaches. 
  18. Severability. In the event that a court  or other tribunal of competent jurisdiction to be unenforceable, finds any provision of this Agreement invalid and/or unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of the Agreement will remain in full force and effect.
  19. Force Majeure. Both Parties will be liable to the other if such Party is prevented from performing any of its obligations under the Agreement (excluding fee payment obligations) due to any cause beyond the party’s reasonable control including, without limitation, an act of God, fire, flood, explosion, terrorism, war, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, or acts of vandals, or hackers. The time for that Party’s performance will be extended for the period of the delay or failure to perform due to such occurrence, except that You will not be excused from the payment of any sums of money owed by You to Beauty Number provided prior to the force majeure event.
  20. Independent Contractor. The Agreement will not be construed as creating or constituting an agency, employment, joint venture, partnership, representation or fiduciary relationship between the parties. Neither Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
  21. Compliance with Laws. Both Parties will comply with all applicable laws, regulations, and ordinances relating to their performance hereunder.
  22. Entire Agreement. The Agreement, together with any other legal notices and agreements published by Beauty Number via the Service, will constitute the entire agreement between You and Beauty Number with respect to the Service.