BEAUTYTAP BRAND SERVICES TERMS & CONDITIONS

These Beautytap Services Agreement (the “Agreement”) are binding and incorporated by reference into the Activation Form Agreement (“Client”, “you”, or “your”) signed with Beautytap, Inc. (“Beautytap”) for beauty brand services. Please read them carefully.

Beautytap offers a number of beauty brand services, and features (the “Services”). Beautytap also regularly adds, deletes, and makes changes to Services. These Agreement Terms cover all Services, including those which are no longer being sold but which may still be active on Client accounts. (“Legacy Products”) Your most current Activation Form will indicate which Services you are subscribing to, along with important details specific to your agreement such as price, payment terms, and service details.

1. SERVICES

1. EXPERT REVIEWS  The purpose of the Expert Review Service is to generate digital reviews through Beautytap’s Beauty  Expert social network platform. Performance and review completion ratio may vary according to the specific attributes of each review campaign, including the changing competitive environment, the level of brand awareness in place prior to Client’s use of the Services, and the specific marketing channel(s).
2. TRAINING & CONTENT If Client signs up for the full campaign review program (non-subscription model), Beautytap will train Beauty Expert network about the Client’s products through video calls and digital distribution. Client will provide training materials, relevant brand and product content, visuals, and dedicated education expert in order for Beautytap to execute and provide training to the Beauty Expert network for reviewing communication of the Client’s products. *If schedule permits and an open slot is available, a live education event may be part of the training.  
3. PRODUCT DISTRIBUTION TO BEAUTY EXPERTS ONLY   Client will send products to Beautytap. Beautytap will send products to the Beauty Expert network on behalf of the Client.

1. Shipping Fees. Client will cover the shipping, handling, & customs (if applicable) from Client to Beautytap. Beautytap will cover all shipping & handling from Beautytap to Beauty Experts
2. If Client signs up for the monthly subscription service, then Client needs to send products to Beautytap 180 days in advance of the date that products need to be shipped to Beauty Experts. If Client changes the SKU for any given month, 180 days advance notice needs to be given to Beautytap in writing that Client wishes to change the SKU for the month.

2. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

1. Obligation. “Confidential Information” of a party means information regarding such party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information that is in tangible form and marked as “confidential” or “proprietary” or, if disclosed orally, is identified as confidential at the time of disclosure and confirmed through a written summary of such Confidential Information to the Receiving Party within thirty (30) days after such oral disclosure.  Each party (a “Receiving Party”) will not disclose any of the Confidential Information of the other party (a “Disclosing Party”) to any third parties unless otherwise expressly provided in this section and will use the Disclosing Party’s Confidential Information solely to the extent necessary to fulfill its obligations under this Agreement. The Receiving Party agrees to limit access to the Disclosing  Party’s Confidential Information to those employees, agents, and representatives who are necessary for the Receiving Party to perform its obligations under this Agreement. All such employees, agents, and representatives must have a written confidentiality agreement with the Receiving Party that is no less restrictive than the terms contained herein. The Receiving Party’s obligations will not apply to  Confidential Information (a) that is in the public domain through no fault of the Receiving Party; (b) to the extent is required to be disclosed by the law (provided that the Disclosing Party has been given a reasonable opportunity to challenge the requirement to disclose the information); (c) that was known generally in the industry before or after its disclosure to the Receiving Party or its development under the Agreement, through no fault of the Receiving Party; (d) was developed independently by the Receiving Party through no use of or reference to any of the Disclosing Party’s Confidential Information; (e) was in the Receiving Party’s possession prior to its initial disclosure or development by the Disclosing Party under the Agreement.
2. Intellectual Property The Parties agree that the Content, Reviews, Video, Software, and all inventions, derivations,  configurations, and modifications related thereto, and also any and all feedback of Client regarding the Software and Services provided hereunder, (a) are the intellectual property of Beautytap and that Beautytap owns all rights, title and interest thereto, (b) are protected by law, including United States copyright laws and international treaties, and (c) may now and in the future be used by Beautytap in any way Beautytap determines. Any rights not expressly granted by Beautytap in the Agreement are reserved.  Beautytap grants Client a royalty free perpetual license to use the Content, Reviews, and Video for marketing, social media, Client website, and review syndication usage. Any usage must reference Beautytap as the source of the content. Client must obtain written permission for any usage outside of what is explicitly mentioned in this clause.
3. Promotional Rights. The Parties agree that Beautytap is hereby authorized to use Client’s name and publicly available business marks in connection with the promotion of Beautytap’s Services to other persons and entities. Client affirms that such authorization shall include, but not be limited to, Beautytap’s use of Client’s business marks on Beautytap’s website, and in materials prepared by Beautytap for dissemination to potential new clients, business partners, or employees. To the extent that any of the foregoing authorization is ineffective under applicable law, Client hereby provides any and all ratifications and consents necessary to accomplish the purposes of this Section to the full extent possible. The Parties agree that Client is hereby authorized to use  Beautytap’s name and publicly available business marks in connection with the promotion of Beautytap’s Services to other persons and entities. Client is also authorized to use the Reviews on the Client’s own website indicated on their signed Activation Form Agreement or marketing materials. Client is also authorized to use the Reviews on syndication platform services as long as the Client informs in a written email to Beautytap where the Reviews will be syndicated AND Client makes no changes to the authenticity of the Reviews AND includes Beautytap.com as the source of the Reviews.  

3. PAYMENT AND FEES. Beautytap will invoice Client or charge the credit card you provide during the acceptance of the Agreemen (“Payment Method”), either in advance or in arrears, depending on the Beautytap services purchased, as set forth below.

1. For Invoiced Services: Client will pay the amounts determined in accordance with their Activation Form Agreement. Client will be solely responsible for all applicable taxes or other governmental fees, charges, or assessments, other than taxes on Beautytap’s net income, imposed on or resulting from the  Services provided by Beautytap under this Agreement. All payments will be invoiced and made in U.S. dollars unless otherwise set forth on the Activation Form Agreement and shall be paid by Client within 30 days of the date of invoice.
2. For Monthly Subscription Services:

1. Beautytap will charge your Payment Method in advance on or about the first business day of each month for the monthly rate listed on the agreement as well as any other applicable tax and other fees incurred by you under this Agreement (“Automatic Recurring Payment”). By providing the Payment Method, you authorize Beautytap to charge or debit the Payment Method listed on the Agreement each month in advance for the Automatic Recurring Payment. This authorization is to remain in full force and is effective until you either terminate this Agreement in accordance with its terms or change the payment method as set forth below. All payments are unless otherwise stated, payable in US Dollars and are nonrefundable. To the fullest extent permitted by law, you waive all claims relating to charges on your Payment Method unless claimed within sixty (60) days after the disputed charge was incurred (without prejudice to your credit card issuer rights). If you fail to dispute this charge during this time period, then you can no longer dispute the charge, whether with Beautytap or your credit card issuer.
2. The fees charged for Beautytap services for each renewal term will be the same as the rate for the Initial Term or subsequent Renewal Term unless Beautytap has given you written notice of a rate increase at least thirty (30) calendar days before the end of the then-current term, in which case the rate increase will be effective upon renewal and thereafter.
3. No refunds or credits are given for partially used or pre-paid months.
4. If your Payment Method is declined, you will be contacted by phone or email and the Agreement and services provided by Beautytap under the terms of this Agreement will be suspended until Beautytap receives your payment.
5. You have the right to withdraw or change the Payment Method at any time by contacting Beautytap in writing. The withdrawal or changing of the Payment Method does not terminate this Agreement or relieve you of any unpaid balances or amounts due under this Agreement.

3. Late Fees: Beautytap may charge you interest at the rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if less) on all amounts due and payable until payment is received, whether before or after judgment. If you fail to pay, Beautytap may charge you for all costs incurred by Beautytap in connection with collecting the amounts due and Beautytap may immediately terminate the Agreement.

4. TERM AND TERMINATION

1. Term. This Agreement shall commence on the Effective Date of the Activation Form Agreement. For Monthly Subscription Services, the term commences on the Start Date set forth in the Agreement and for the period specified (the “Initial Term”) and will automatically renew for a like period (“Renewal Term”) until terminated pursuant to this section. If the Software or Services become, or Beautytap believes may become, the subject of any claim, suit or proceeding alleging infringement of any intellectual property right, or otherwise restricted or prohibited from providing the Services, Beautytap may terminate this Agreement immediately upon notice to Client.
2. Termination; Effects of Termination.

1. For Invoiced Services: Either party may terminate this Agreement at any time, with or without cause,  upon thirty (30) days prior written notice to the other party, provided that this Agreement may not be terminated prior to 14 days before the Effective Date.
2. For Monthly Subscription Services: You may terminate this Agreement at the end of the current Term (Initial Term or Renewal Term) of the Agreement by providing Beautytap with at least thirty (30) days written notice prior to the beginning of the next Renewal Term. Notices detailed herein are necessary to avoid automatic Agreement renewal and your obligation to pay the fees associated with the Renewal Term. You shall notify Beautytap of your desire to terminate this Agreement by either sending written notice to Beautytap by email to (insert email here) or by mail to Beautytap, Inc. (Insert Address here).
3. Beautytap reserves the right to terminate this Agreement at any time for any reason or no reason by emailing you at the email address on the Agreement. In the event Beautytap terminates the Agreement or a paid service prior to the end of the monthly billing period, Beautytap will refund you the pro-rata amount associated with such Agreement or service for that monthly billing period.
4. Upon termination of this Agreement, Client shall (a) discontinue use of the Software, Services, and any other Beautytap  Confidential Information; (b) destroy all electronic copies of the Confidential Information; and (c) certify that Client has complied with the foregoing requirements. Sections 2 (Confidentiality and Intellectual Property), 5 (Disclaimer of Warranties), 6 (Limitation of  Liability), and 7 (General) will survive any expiration or termination of this Agreement.

5. DISCLAIMER OF WARRANTIES. BEAUTYTAP DOES NOT WARRANT THAT THE SOFTWARE OR THE  SERVICES WILL MEET CLIENT’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE.  THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” (WITH ALL FAULTS) AND THE ENTIRE RISK AS TO  SATISFACTORY PERFORMANCE, ACCURACY, AND EFFORT IS WITH CLIENT. WITHOUT LIMITING THE  FOREGOING, BEAUTYTAP AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES,  WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF TITLE,  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, ACCURACY, AND  QUIET ENJOYMENT.
6. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO ANY BREACH OF SECTIONS 2 (CONFIDENTIALITY  AND INTELLECTUAL PROPERTY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY  FAILURE TO MEET ANY OBJECTIVES OF ANY CAMPAIGN OR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL,  PUNITIVE DAMAGES OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF  BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOST DATA, LOST PROFITS, OR THE LIKE) REGARDLESS  OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT  LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF  THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BEAUTYTAP’S AGGREGATE CUMULATIVE  LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS  PAID BY CLIENT TO BEAUTYTAP PURSUANT TO THIS AGREEMENT. THE EXISTENCE OF ONE OR MORE  CLAIMS WILL NOT SERVE TO ENLARGE THIS LIMIT. THIS LIMITATION WILL APPLY NOTWITHSTANDING  THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN. THE WARRANTY  DISCLAIMER AND LIMITATION OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE  BARGAIN BETWEEN THE PARTIES.
7. NON-SOLICITATION. During the term of this Agreement and for twelve (12) months thereafter, Client shall not, directly or indirectly, for itself, or on behalf of any other person, firm, corporation or other entity, solicit, induce, or attempt to induce any employee or beauty experts of Beautytap to engage in a competing review campaign. It is permissible for Clients to organically engage beauty experts for other marketing purposes. 
8. GENERAL. The parties and their respective employees and agents, are and shall be independent contractors. Client may not assign this Agreement without the prior written consent of Beautytap. Any purported assignment in violation of the foregoing shall be null and void. This Agreement shall be governed in all respects by Washington law, excluding any conflict of laws principles that would require the application of the laws of another jurisdiction. The parties hereby submit to the personal jurisdiction of the state and federal courts in the state of Washington. If any provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, such provision will be deemed modified so as to be valid and enforceable to the greatest extent possible under applicable law, and the validity of the remaining provisions hereof shall not be affected thereby. No amendment to, or waiver of rights under, this  Agreement shall be effective unless in a writing signed by authorized representatives of each party. This Agreement, including the referenced Activation Form Agreement which are incorporated herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. This Agreement  may be executed in any number of counterparts, each of which will constitute an original, and all of which will together constitute this  one Agreement