Terms and Conditions of Services

1.1 Subscription Grant.

Subject to these Terms and Conditions, Company grants to Client a limited, non-perpetual, non-exclusive, worldwide, non-sublicensable, non-transferable, non-assignable, revocable access to use the Dashboard and the Services for its internal business purpose.

1.2 Description of the Services and Dashboard.

1.3 Reservation of Rights.

Except for the access rights granted in Section 1.1, nothing in this Agreement grants any title or ownership interest in or to any Intellectual Property Rights (which mean all rights granted, applied for, or otherwise now or hereafter in existence under or related to any patents, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world) in or relating to the Dashboard, the Services, or materials supplied by third parties ("Third-Party Materials"), whether expressly, by implication, estoppel, or otherwise. All title and ownership interest in and to the Dashboard, the Services, and the Third-Party Materials are and will remain with Company and the respective rights holders in the Third-Party Materials.

1.4 Authorization Limitations and Restrictions.

Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Client will not, directly or indirectly, and will not permit or authorize third parties to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software, documentation, or data related to the Services; modify, translate, or create derivative works based on the Software; (ii) rent, lease, or otherwise permit third parties to use the Services; (iii) use the Services to provide services to third parties (e.g., as a service bureau or timesharing); (iv) circumvent or disable any security or other technological features or measures of the Services or Dashboard; or (v) remove any proprietary notices or labels.

1.5 Setting Up the Dashboard and Access to Services.

Client agrees that it is Client's responsibility to ensure that the Dashboard and access to the Services are set up properly, including providing proper access to the Dashboard and Services so that the Services can be properly rendered.

1.6 Data Access.

Client authorizes access to all relevant API and booking software needed by SalonAgent.ai to deliver the Services.

1.7 Intended Use and Restrictions.

(a) SalonAgent.ai must not be used to send or request guest-specific health or diagnostic information. (b) SalonAgent.ai is designed for use where the guest has consented to receive text responses. It is not designed to support bulk message submissions by the Client or any related party. Client bears full responsibility for complying with the Telephone Consumer Protection Act (TCPA) and any other applicable rules and regulations related to SMS-based promotional and transactional messaging.

2.1 Fees.

The Company will bill Client for the Services monthly (unless specified differently in a Service Agreement), based on the plan chosen by the Client. The Fees are non-refundable and not subject to allocation. Company uses a third-party payment processing partner to process payment of fees, and Company does not store or collect your payment details. However, Company reserves the right to suspend your access to the Services if you have not provided payment details to our third-party payment processing partner. Furthermore, upon entering your payment information, we reserve the right to automatically process any due and undisputed charges for usage of the Services.

2.2 Taxes.

Client will, in addition to the other amounts payable under this Agreement, pay all applicable customs, duties, sales, use, value added, or other taxes, federal, state, or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, excluding only taxes based on Company's net income. Client agrees to indemnify, defend, and hold Company, its officers, directors, consultants, employees, successors, and assigns harmless from all claims and liability arising from Client's failure to report or pay any such taxes, duties, or assessments.

2.3 Payment Terms.

Client will pay all Fees and any reimbursable expenses in accordance with the applicable plan. Client will submit payment details to Company's payment partner and will make all payments hereunder in US dollars through Company's payment partner electronically. Client will make payments to the address or account as the Parties agree to and may specify in writing from time to time.

2.4 Late Payment.

If Client fails to make any non-disputed payment when due then, in addition to all other remedies that may be available, Company may charge interest on the past due amount at the rate of 1.5% per month, or the maximum allowable under applicable law, whichever is lower. Client will reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and if such failure to pay continues for thirty (30) days following written notice thereof, Company may suspend performance of the Dashboard or the Services until all past due amounts have been paid, without incurring any obligation or liability to Client or any other person by reason of such suspension.

4.1 Services and Company Materials.

All right, title, and interest in and to the Dashboard and the Services, any changes, corrections, bug fixes, enhancements, customizations, updates, and other modifications thereto, including all Intellectual Property Rights therein, are and will remain with the Company and the respective rights holders in the Third-Party Materials. Client has no right, license, or authorization with respect to any of the Dashboard and the Services except as expressly set forth herein. All other rights in and to the Dashboard and the Services are expressly reserved by Company and the respective third-party licensors.

4.2 Consent to Use Client Data.

Subject to the terms and conditions of this Agreement, the Client hereby grants Company a limited, non-transferable, non-exclusive, non-sublicensable, royalty-free license during the Term to use, reproduce, store, and process the data provided by the Client (the "Client Data") solely for the purpose of providing the Services to Client. Company may process deidentified and aggregated data derived from Client Data to improve the quality of the Dashboard and the Services, provided that such data cannot reasonably be used to identify any individual or Client.

4.3 Limited Trademark License; Marketing Materials.

Client hereby grants Company a royalty-free, non-exclusive, non-transferable, non-sublicensable, limited term license to use Client's marks solely for the purpose of aligning the appearance of the product to Client's branding and only as specifically authorized by, and subject to any restrictions stated in, this Agreement.

4.4 Company's IP Rights.

Client acknowledges that Company owns all right, title, and interest in and to its intellectual properties, including, without limitation, Company's Dashboard, the Services, all of Company's trademarks, trade names, service marks, trade dress or other designation, copyrights, trade secrets, patents, and designs, in each case, whether presently existing or later developed by Company.

4.5 No Rights Transferred.

The Parties agree that nothing herein shall give either Party any right, title, or interest in any of the other Party's intellectual property rights, or except as provided herein, any right to use any of the other Party's intellectual property rights in any way.

4.6 Grant of Limited Right to Name and Logo.

Each Party hereby grants the other Party a limited, non-exclusive, royalty-free right and license to use its name and logo for the purposes of (i) marketing promotions and (ii) communication to the public of the affiliation between the Parties. Each Party agrees that any use of the other Party's name and/or logo as provided for above shall be approved in advance in writing by the Party granting such license, provided that such approval shall not be unreasonably withheld.

4.7 AI Output Ownership.

When Client provides data or input to the Services, Client may receive text, audio, or other output generated by the Services ("Output"). As between Company and Client, Client owns all right, title, and interest in and to the Output, subject to Client's compliance with this Agreement and payment of all applicable Fees. Company retains all rights in the underlying AI models, software, and technology used to generate the Output. Due to the nature of machine learning, the Output may not be unique, and the Services may generate similar output for other clients.

5.1 Company Warranty.

Company warrants to Client that during the Term, (a) the Dashboard and the Services will perform substantially in accordance with the documentation associated therewith, but Company does not warrant the accuracy of the data recorded pursuant to the Services; (b) Company has the right to grant the licenses granted under this Agreement; and (c) Company has the necessary resources, expertise, and personnel to perform the Services in a professional manner according to the terms and conditions of this Agreement. The foregoing warranty in clause (a) will not apply to performance issues of the Company system (i) caused solely by factors outside of Company's reasonable control; (ii) that result solely from any improper actions or inactions of Client or any third parties; or (iii) that result solely from Client's data structure, operating environment, or equipment.

5.2 Disclaimer of Any Other Warranties.

6.1 Term.

Unless otherwise specified in a Service Agreement, the term of this Agreement will be twelve (12) months ("Subscription Term"). The Subscription Term commences on the Effective Date and will automatically renew for the same length of term ("Renewal Term") until either Party terminates in accordance with this Agreement. Unless otherwise specified in a Service Agreement, Company may increase Subscription Fees for any Renewal Term upon thirty (30) days' prior written notice to Client before the start of such Renewal Term.

6.2 Termination by Company.

We reserve the right to suspend or terminate your access to the Services with notice to you if: (a) you are in breach of this Agreement; (b) you are using the Services or our Dashboard in a manner that would cause a real risk of harm or loss to us or other users; (c) you have not paid fees for usage of the Services and Dashboard; (d) you have violated our Privacy Policy; (e) you create risk or possible legal exposure for Company; or (f) our provision of our Dashboard to you is no longer commercially viable.

We will provide you with reasonable advance notice via the email address associated with your Account to remedy the activity that prompted us to contact you and give you the opportunity to export Client Data from our Services or Dashboard, if applicable. If after such notice you fail to take the steps we ask of you, we will terminate or suspend your access to the Services.

6.3 Termination Without Notice.

We will not provide notice before termination where: (a) you are in material breach of this Agreement; (b) doing so would cause us legal liability or compromise our ability to provide the Services or Dashboard to our other users; or (c) we are prohibited from doing so by law.

6.4 Cancellation by Client.

You may cancel this Agreement by providing thirty (30) days' prior written notice before the start of the next Renewal Term.

6.5 Survival.

All sections which by their nature and context are intended to survive the termination of this Agreement will survive, including all payment obligations accrued prior to termination or expiration.

6.6 Effect of Termination.

If your Account is terminated under this Section or pursuant to any other provision of this Agreement, then all unpaid and undisputed fees for using the Services, including any charges and expenses, owed through the term of this Agreement and/or applicable Service Agreement will become immediately due and payable. Furthermore, you will no longer have access to any information that you have provided to us, including voicemails, and the access to the Dashboard or our Services. Upon termination, Company will deactivate its API integrations and access to Client's systems within a commercially reasonable period. Client is also responsible for revoking any access credentials provided to Company. Each Party agrees to cooperate in good faith to ensure a clean disconnection of the Services.

8.1 Exclusion of Incidental and Consequential Damages.

8.2 Cap on Monetary Liability.

8.3 Exceptions.

The exclusions and limitations in Section 8.1 and Section 8.2 do not apply to a Party's obligations under Section 9 (Indemnification), a Party's obligations under Section 7 (Confidentiality), or liability for a Party's fraud, gross negligence, or willful misconduct.

9.1

Each Party will indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, permitted successors, and assigns (each, an "Indemnitee") from and against any and all damages, losses, and other similar costs (collectively "Losses") incurred by such Indemnitee arising out of or relating to any claim, suit, action, or proceeding (each, an "Action") by a third party to the extent that such Losses arose or resulted from the breach of this Agreement by such Party, or any allegation in such Action that such Party infringed the Intellectual Property Rights of a third party.

9.2 Indemnification Procedure.

Each Party will promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to Section 9.1. The Party seeking indemnification (the "Indemnitee") will cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor will immediately take control of the defense and investigation of such Action and will employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 9.2 will not relieve the Indemnitor of its obligations under this Section 9 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

9.3 Sole Remedy.

12.1

Any unresolved controversy or claim arising out of or relating to this Agreement will be submitted to mandatory and binding arbitration by one arbitrator mutually agreed upon by the Parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the "AAA"), then by one arbitrator having reasonable experience in technology transactions and who is chosen by the AAA. The arbitration will take place in San Francisco, California, in accordance with the AAA's Commercial Arbitration Rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. Unless otherwise agreed to in writing by all of the Parties, there will be limited discovery prior to the arbitration hearing as follows: (i) one set of interrogatories; (ii) one set of admissions; (iii) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated; and (iv) depositions of all party witnesses. The arbitrator will be required to provide in writing to the Parties the basis for the award or order of such arbitrator, and a court reporter will record all hearings, with such record constituting the official transcript of such proceedings. If this section is deemed to be unenforceable, you agree to resolve the dispute in accordance with Section 11.