Tousled Agreement for On-Site Salon & Spa Services

 

Agreement For On-Site Salon Services 

This Agreement for On-Site Salon and Spa Services (“Agreement”) is a legally binding agreement between Tousled Inc., a Delaware corporation (“Tousled”) and you or the legal entity you represent (“you” or “Client”).

Tousled is willing to provide the Tousled Services (defined below) to Client on the condition that Client accept, agree, and comply with all of the terms and conditions in this Agreement. BY CLICKING THAT YOU ACCEPT THIS AGREEMENT OR BY USING THE TOUSLED SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU MUST NOT ACCESS THE TOUSLED SERVICES.

 

RECITALS

 

  1. Client is a licensed provider of salon- or spa-based services in the State of Washington.

 

  1. Client desires to increase the number of individuals for whom Client performs services, but Client wishes to concentrate on practicing Client’s profession instead of spending valuable time and money creating Client’s own website, software-based booking system, marketing tools, communications platform and payment processing system.

 

  1. Tousled offers marketing, booking, sales and payment platforms and related assistance for on-site salon services.

 

AGREEMENT

 

  1. Tousled Services. Tousled shall provide the following services to Client (the “Tousled Services”):

 

  1. Site Listing: Tousled shall list Client on Tousled’s website, mobile website, and mobile applications (collectively, the “Tousled Site”) with Client’s biography, photo, license number when appropriate, insurance policy and any other information provided by Client (“Client Information”) and approved by Tousled, which may be supplemented from time to time by third-party sources gleaned by Tousled. Tousled shall have sole authority to determine which Client Information is listed on the Tousled Site.

 

  1. Appointment Service: Tousled shall provide a booking system on the Tousled Site, through which visitors to the Tousled Site (“Customers”) can request appointments for on-site salon and spa services from professionals using the Tousled Site. If an appointment request is made for on-site salon and spa services to be provided by Client, Client shall have the right to accept the terms of such appointment, in Client’s sole discretion, subject only to the period of time that Client is given to respond to such appointment request. Client understands and agrees that, if multiple services are requested for an event or are otherwise requested by a Customer, Tousled shall have the right to allocate such services into discrete tasks to be performed by Client and other professionals using the Tousled Site, subject to Client’s consent to such allocation.

 

  1. Recordkeeping Service: Tousled shall maintain general appointment and billing records of services provided by Client to Customers and other related information.

 

  1. Administrative, Management, and Technology Services: Tousled will provide miscellaneous administrative and management services to facilitate Client’s business, including but not limited to a technology and communications platform that will enable Client to communicate with Customers and Tousled and its agents.

 

  1. Billing Service: Tousled will provide an online billing and payment platform to enable Client to bill Customers for services provided.

 

  1. Customer Service; Dispute Resolution. Tousled will provide personnel and other resources to process Customer complaints and refund requests.  Client acknowledges and agrees that, in the event of a dispute between Client and a Customer or Customers in which Client and such Customer(s) are unable to resolve such dispute, Tousled shall have the authority to intervene and attempt to resolve the matter, including but not limited to the authority to provide a refund to such Customer(s) as set forth under Section 3(b) and the Tousled Refund Policy located at which may be amended from time to time, as determined by Tousled in its sole discretion (“Refund Policy”).

 

  1. Exclusions from the Tousled Services. The Tousled Services only relate to the business services set forth above. The Tousled Services do not include anything related to the salon and spa services provided by Client to Customers.  Client is solely responsible for all of Client’s own tools, equipment, training, licensing, and other materials or requirements related to the provision of the applicable salon services.  Tousled is not, and shall not be, responsible for any liability arising out of the salon and spa services provided by Client or any of Client’s service providers (if applicable), including, but not limited to, injuries to the any Customers from the salon services.  Further, Tousled shall not have any input into Client’s work schedule, time off or other control over the performance of Client’s work.

 

  1. General Site Terms. Unless other terms are set forth in a writing signed by Client and Tousled, Tousled maintains the following policies for Clients, to which Client hereby agrees:

 

  1. Client Pricing. Tousled shall advertise for the type of salon and spa services provided by Client at a base rate which Tousled believes to be the reasonable and/or fair market rate for such services for the region in which Client provides such type of services, as determined by Tousled in its sole discretion (the “Client Pricing”).  The Client Pricing is set forth within each appointment and fully visible to Client at the time Client agrees to declines to accept the appointment and provide the service, visible . It is set and may be amended from time to time, as determined by Tousled in its sole discretion.  The Tousled payment processing platform enables Client to charge a Customer the current Client Pricing for the applicable salon and spa services provided by Client, plus any sales tax and, if applicable, a gratuity.  The total amount paid by a Customer through Tousled’s payment processing platform, including sales tax and gratuity, is referred to hereafter as the “User Fee”.

 

  1. Refund. As a default, Tousled maintains a refund and cancellation policy, to which you agree, unless otherwise set forth in a writing signed by Client and Tousled. The refund policy is set forth in more detail at https://tousled.me/settings/professional-payment-profile, which may be amended from time to time, as determined by Tousled in its sole discretion.

 

  1. Fees for Tousled Services. The fee for the Tousled Services shall be calculated as set forth at, which may be amended from time to time by Tousled in its sole discretion (“Tousled Fee”).  To the extent a User Fee is refunded, Client agrees that Client shall still owe Tousled the Tousled Fee on such refunded amount.

 

  1. Client’s Business. By signing this Agreement and under penalty of perjury, Client affirms that (a) Client currently operates his or her own business providing salon- or spa-based services to clients who were not introduced to Client through the Tousled Site, (b) has and will maintain all appropriate licenses, professional certifications, and other local, state, or federal requirements to perform the services he or she will be offering to Customers through the Tousled Site.

 

  1. Client Responsibilities. Client agrees to supply Tousled with a copy of current license, current insurance, any relevant professional certifications or diplomas, and a history of malpractice claims and disciplinary investigations, in each case, as applicable. Client represents that all information provided by Client is accurate and complete and complies with relevant law, and will immediately notify Tousled of any change in contact, certification, licensing, or insurance information. Client assumes complete responsibility for all services to and treatment of Customer and for compliance with all laws, regulations, and professional ethical guidelines and standards pertaining to Client’s products and services. Client represents that Client is free to enter into this Agreement and perform each of its terms, is not restricted (contractually or otherwise) from entering into and performing this Agreement, and is not subject to any suit, action, claim, arbitration or legal, administrative or other proceeding, or government or professional investigation, pending or threatened or affecting Client’s ability to perform services hereunder. Client will immediately inform Tousled of any such action.  Client has at least $1 million per claim/$3 million per aggregate liability insurance coverage, and will maintain such coverage during the term of this Agreement. Client understands that, while he or she may decide to accept or not accept to perform a service in connection with the Tousled Site, such determination will not be based on race, gender, disability, or for any other discriminatory basis.  Further, Client shall not assign or delegate any part of the services provided to a Customer under the Tousled Site, absent consent of Tousled and the relevant Customer, as well as full compliance with the terms and conditions of this Agreement.

 

  1. Confidential Information. Tousled agrees to keep Client’s personal information and other confidential and proprietary information (“Client Confidential Information”) absolutely confidential, except as required or provided by law.  Client agrees to keep Tousled’s confidential and proprietary information and trade secrets (“Tousled Confidential Information”) absolutely confidential, except as required or provided by law, including but not limited to Customer information, Tousled’s business model of creating a marketplace for connecting salon and spa professionals with new or existing customers and Tousled’s platform for providing salon and spa  professionals with related tools, products and services and technology.  Client agrees that Client shall not plan, invest in, assist with, start, operate, or otherwise participate in the Business using Tousled Confidential Information.  For the purposes of this Section, the “Business” is any Web or mobile-based marketplace for connecting salon and spa professionals and service providers with new or existing customers and providing salon and spa service related tools.  Nothing in this section shall prohibit Client from performing services for customers introduced to Client through a third-party platform, at other physical location which offers salon and spa services, or as an independent business.

 

  1. Non-Solicitation. At all times during the term hereof and for twelve (12) months thereafter following the termination of this Agreement, Client shall not, directly or indirectly, interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Tousled and any Customer or supplier, or any employee, independent contractor, consultant or agent of Tousled.  Client further agrees not to engage or contract with, either as an independent contractor, employee or in any other capacity, any personnel of Tousled, during the first twelve (12) months following the effective expiration or termination date hereof without Tousled’s prior written consent. Client agrees not to provide any salon or spa services to any Customer except through the Tousled Site during the term hereof and, after the termination of this Agreement, in any manner for twelve (12) months. Client shall be liable for the fees set forth in Section 2 for all services provided to Customers in breach of the previous sentence, in addition to all other remedies, including injunctive relief, provided by law.  If any court determines that any of the foregoing covenants is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by law.

 

  1. Independent Contractor Relationship.

 

  1. Neither this Agreement nor Client’s performance under this Agreement or otherwise shall create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between Tousled and Client (or any service provider of Client, if applicable). Client shall be solely responsible for all tax withholding, Social Security, Worker’s Compensation Insurance, FICA, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pensions, and other obligations or benefits, if applicable, for Client’s services (or that of any service provider of Client, if applicable).

 

  1. Tousled and the Client agree that Client (or any service provider of Client, if applicable) will receive no company-sponsored benefits from Tousled where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401k participation. If, for whatever reason, Client (or relevant service provider) is reclassified by a state or federal agency or court a Tousled employee, Client (or relevant service provider) would become a reclassified employee who will receive no benefits from Tousled, except those mandated by state or federal law, even if by the terms of Tousled benefit plans or programs of Tousled in effect at the time of such reclassification, Client (or relevant service provider) would otherwise be eligible for such benefits.

 

  1. Indemnification. Client agrees to promptly indemnify and reimburse Tousled and its directors, officers, employees, agents or advisors (“Representatives”), for any losses, liabilities, legal fees or expenses incurred by Tousled and its Representatives, arising from or related to, (a) any negligent, reckless or wrongful act of Client or Client’s assistants, employees, contractors or agents, if applicable, (b) a determination by a court or agency that Client is not an independent contractor, (c) any breach by Client or Client’s assistants, employees, contractors or agents, as applicable, of any of the covenants contained in this Agreement, (d) any failure of Client to perform the services hereunder in accordance with all applicable laws, rules and regulations, or (e) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Tousled Confidential Information or other services of Client under this Agreement.

 

  1. Expenses. Except as otherwise specifically provided herein, Tousled and Client shall each bear their own expenses relating to this Agreement and performance thereunder.

 

  1. Disclaimer of Warranties; Limitation of Liability. Tousled hereby disclaims all warranties, both express and implied, including any warranty of non-infringement, fitness for a particular purpose or merchantability; and Tousled’s liability hereunder shall be limited to the aggregate fees paid to Tousled by Client.  Tousled reserves complete and sole discretion with respect to the operation of the Tousled Site, and may, among other things, withdraw, suspend or discontinue any functionality or feature.  Further, Tousled shall not be liable under this Agreement or otherwise for lost profits, lost revenues, lost business, interruption of business, or any indirect, special, incidental, punitive or consequential damages of any kind, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such damages, regarding the Client’s services or otherwise.

 

  1. Marks. The domain name and other names for the Tousled Site, all page headers, graphics, and button icons are service marks, trademarks (whether registered or unregistered), logos, and/or trade dress of Tousled (collectively, “Tousled Marks”) are the property of Tousled. Client will not use any of the Tousled Marks without prior written authorization; except that Client has a revocable and non-transferable license for the sole purpose of identifying and promoting Tousled’s services under the terms of this Agreement.

 

  1. Termination. Either party may terminate this Agreement by giving three (3) business days prior written notice thereof. All licenses granted by Tousled under this Agreement, if any, shall be revoked as of the termination of this Agreement; notwithstanding the foregoing, Sections 6-16, and any liabilities or payment obligations that have accrued prior to termination shall survive such termination.

 

  1. Modification. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the Client and a designated representative of Tousled. Waiver by Tousled of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.

 

  1. Miscellaneous.

 

  1. This Agreement shall be governed by the laws of the State of Washington, without regard to any conflicts of law provisions. To the extent that any lawsuit is permitted under this Agreement, the parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in King County, Washington.

 

  1. This Agreement, together with any Tousled rules or policies referred to herein, represents the complete agreement between Client and Tousled concerning the subject matter hereof, and it replaces all prior oral or written communications concerning such subject matter.

 

  1. In any court action at law or equity brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees and costs, in addition to any other relief to which they may be entitled.

 

  1. Client may not assign, transfer, or delegate this Agreement or any part of it without Tousled’s prior written consent.  Tousled may freely transfer, assign, or delegate all or any part of this Agreement, and any rights and duties thereunder, upon the giving of notice.

 

  1. This Agreement will be binding upon and inure to the benefit of the heirs, successors and permitted assignees of the parties. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.  If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed, if reasonably possible, only to the extent necessary to make it enforceable to the maximum extent permitted by law.

 

  1. The headings and subheadings in this Agreement are for convenience only, confer no rights or obligations in either party, and do not alter any terms of this Agreement.

 

  1. Client’s use of the Tousled Serviced is subject to all additional terms, policies, rules, or guidelines located at the URLs referred to in this Agreement (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.

 

  1. The parties represent and agree that they fully understand their right to discuss all aspects of this Agreement with their attorneys, that they have availed themselves of this right, that their attorneys have counseled them with respect thereto, that they have carefully read all of the provisions of this Agreement, that they fully understand those provisions and that they are voluntarily entering into this Agreement.

 

  1. Pursuant to the Defend Trade Secrets Act of 2016, Client is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

 

  1. Any notice hereunder must be given in writing by physical or electronic mail to the Tousled address or electronic mail address below (if made by Client to Tousled) or to the Client address or electronic mail address associated with Client’s [Tousled account] (if made by Tousled to Client).

 

Tousled Inc.

111 S. Jackson Street

Seattle, WA  98104

Team@Tousled.me

Leave a Reply

Your email address will not be published. Required fields are marked *