Effective February [_1_], 2022
USING THE HESTLA(TM) BEAUTY PROFESSIONAL APP
You may use the Beauty Professional App only if you are an authorized Hestla beauty professional with a validly executed and current Beauty Professional Agreement (“Beauty Professional”), and solely for the purpose of obtaining and fulfilling orders for requested beauty professional services and providing beauty professional services to clients (“Beauty Professional Services”). Your right and ability to continue using the Beauty Professional App for the purpose of fulfilling orders for Beauty Professional Services requested will terminate immediately if your Beauty Professional Agreement is terminated.
Use of the Beauty Professional App requires that you register and/or create an account (“Account”) by providing certain personal information. In consideration of the use of the Beauty Professional App, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form; and (b) maintain and promptly update the personal information you provide to ensure that it remains true, accurate, current, and complete; if you fail to do any of the foregoing, Hestla will have the right to terminate your Beauty Professional Agreement and restrict your access to the Beauty Professional App.
You are responsible for maintaining the confidentiality and security of your Account and password, and for all activities and any other actions that occur under or are taken in connection with your password or Account. You agree to (a) immediately notify Hestla of any known or suspected unauthorized use(s) of your password or Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or information available to you through the Beauty Professional App; and (b) ensure that you exit from your Account at the end of each session. Hestla will not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with (a) or (b) above, or for any acts or omissions by you or someone else using your Account and/or password.
By accessing the Beauty Professional App, you will have sole discretion and authority to: indicate your availability; accept or reject orders for requested Beauty Professional Services that are transmitted to you for fulfillment; indicate stages of completion during the service fulfillment process; communicate with the client requesting Beauty Professional Services (the “Client”) and/or participating Hestla salon (the “Participating Hestla Salon”); view the transaction log for those orders you have fulfilled; rate and review your experience with the Client and/or Participating Hestla Salon; and manage your payment settings.
You agree that you will act as a “Service Provider,” as such term is defined in the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. (the “CCPA”), in the performance of your obligations pursuant to the Agreement. Accordingly, and without limiting any of the provisions set forth in the Beauty Professional Agreement, by using the Platform, including the Beauty Professional App, you acknowledge and agree that you are permitted to use the information disclosed or otherwise made available to you, including without limitation Clients’ data (e.g. Clients’ names, phone numbers, email, and physical addresses) and any other information subject to applicable privacy and/or data security laws, rules or regulations (collectively, “Client Data”), transaction logs and other Materials (as defined below), solely for the purpose of providing the Beauty Professional Services. For clarity, you shall not retain, use or disclose Client Data beyond what is necessary to provide the Beauty Professional Services without the express consent of the Client, nor download, store and/or sell any information you process in connection with the provision of Beauty Professional Services outside of the Beauty Professional App or otherwise use Client Data for any purpose other than providing the Beauty Professional Services. You also agree to comply with any written requests from Clients or Hestla to delete Client Data.
OUR MATERIALS AND LICENSE TO YOU
As between you and Hestla, the Platform, including the Beauty Professional App, and everything on it (collectively, the “Materials”), except for the Client Data and data that you directly provide about yourself on the Beauty Professional App, are owned by or licensed to Hestla and protected by copyright, trademark, trade dress, domain name, patent, trade secret, international treaties, and/or other proprietary rights and laws of the United States and other countries, including, without limitation, trademarks, service marks, logos, trade dress and trade names related to Hestla, including, without limitation, HESTLA(tm), HESTLA PRO(tm) and PRO TO YOUR DOOR(TM); Hestla logos; Hestla.com; and Hestla trade dress. Please be advised that Hestla enforces its intellectual property rights to the fullest extent of the law.
Hestla reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Platform, including the Beauty Professional App, and/or Beauty Professional Services offered on or through the Platform (or any part thereof), including but not limited to the Beauty Professional App’s features, look and feel, and functional elements and related services.
By accessing the Beauty Professional App, you agree to the following conditions:
- You will not accept orders for requested Beauty Professional Services offered through the Beauty Professional App that you do not intend to fulfill;
- You will not disclose, and will maintain the strict confidentiality of, the Client Data and transaction logs available through the Beauty Professional App;
- You will not access the Beauty Professional App or related Beauty Professional Services using a third-party’s account/registration, or attempt to impersonate another person, particularly any Beauty Professional;
- You will not falsely report your geographic location or prevent or otherwise attempt to prevent the Beauty Professional App from accurately reporting your geographic location;
- You will not attempt, through any means, to gain unauthorized access to any part of the Beauty Professional App and/or any related service, or any other account, computer system and/or network connected to any Hestla server;
- You will not attempt to deceive, mislead, confuse, or defraud Hestla through any means of circumvention related to the Beauty Professional App or the Beauty Professional Services you are purporting to provide;
- You will not decompile or reverse-engineer the Beauty Professional App and/or monitor any portion of the Beauty Professional App and/or any Materials and/or other content on the Beauty Professional App, unless an authorized representative of Hestla has given you specific permission to do so in writing;
- You will not conduct any kind of systematic retrieval of data or other content from the Beauty Professional App;
- You will not create or compile, directly or indirectly, any collection, compilation, database or directory from the Beauty Professional App’s content;
- You will not use the Beauty Professional App in any manner that could damage, disable, overburden and/or impair any Hestla server, or the network(s) connected to any Hestla server, and/or interfere with any other Beauty Professional’s use of the Beauty Professional App;
- You will not use any information obtained from the Beauty Professional App or Hestla’s services (apart from authorized use of Hestla’s services) in order to contact, solicit, or buy or sell any products or services to anyone, including but not limited to any Client, Participating Hestla Salon or another Beauty Professional;
- You will not copy or republish any content, including, but not limited to Client Data and transaction logs;
- You will not license, sell and/or otherwise provide access to and/or use of your Account or the Beauty Professional App to any third party (other than subcontractors, pursuant to your Beauty Professional Agreement), including without limitation to build a competitive product and/or service;
- You will not harass, annoy, intimidate or threaten any Hestla employees or agents engaged in providing any portion of Hestla’s services;
- You will not contact any Clients or Participating Hestla Salons beyond what is necessary to fulfill your Beauty Professional Services, unless the Client(s) or Participating Hestla Salon(s) expressly consents to such contact;
- You will not delete the copyright or other proprietary rights notice from any Materials or any portion of the Beauty Professional App or Hestla’s services;
- You will not upload or transmit viruses or other harmful, disruptive or destructive files;
- You will not disrupt, interfere with, or otherwise harm or violate the security of the Beauty Professional App, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the Beauty Professional App or affiliated or linked sites (including those of Participating Hestla Salons); and
- You will not use the Beauty Professional App for any illegal purposes.
You agree that the consequences of commercial use or re-publication of Client Data or Materials from the Beauty Professional App or other violations of the foregoing proscriptions may be so serious and incalculable that monetary compensation may not be a sufficient or appropriate remedy. Therefore, you agree that Hestla will be entitled to temporary and permanent injunctive relief to prohibit such use or activity, without the need to prove damages.
QUALITY OF SERVICE
Hestla’s Clients and Participating Hestla Salons expect a high quality experience in using the Platform. As a Beauty Professional with Hestla, you agree to maintain a certain level of quality of service in order to continue using the Platform and having access to Hestla’s network of Clients and Participating Hestla Salons. Hestla reserves the right to deactivate your access to the Beauty Professional App if your service falls below the industry standard for like Beauty Professional Services in your region, as determined by Hestla in its good faith discretion. This includes, but is not limited to:
- Indicating that you have fulfilled an order or orders for requested Beauty Professional Services when you have not;
- Unreasonably cancelling or otherwise failing to complete an order or orders for requested Beauty Professional Services that you accepted;
- Activities that result in repeated and/or serious complaint(s) from Clients and/or Participating Hestla Salons who contact Hestla to report your Beauty Professional Services as incomplete, unsafe, unprofessional, or otherwise in violation of Hestla’s standards or harmful to Hestla’s reputation.
Your access to the Beauty Professional App may be deactivated if Hestla determines in its good faith, reasonable discretion that you have materially violated these Quality of Service standards.
HESTLA, CLIENT, PARTICPATIGN HESTLA SALONS AND OTHER COMMUNICATIONS
Hestla, our Clients, our Participating Hestla Salons, and/or our respective third-party service providers may contact you via voice, text and/or email at the phone number(s) and/or email address(es) you provided to us for the following purposes: (i) to provide notifications related to your Beauty Professional Services and Hestla’s offerings; (ii) to facilitate scheduling; (iii) in relation to the process of fulfillment of orders for requested Beauty Professional Services; and (iv) to address issues as they arise. You understand and consent that such messages may be sent using an automatic telephone dialing system. Please note that standard voice, data and message rates will apply for all forms of communication. Please contact your mobile phone carrier for details. You may opt out of Hestla Beauty Professional-specific text messages by texting STOP in response to a Hestla Beauty Professional SMS. To re-enable texts, you can text START in response to an unsubscribe confirmation SMS. You may also opt out of certain Hestla Beauty Professional-specific email communications by following the unsubscribe link at the bottom of a Hestla Beauty Professional-related email.
You agree to be professional at all times in all communications with any Client and/or Participating Hestla Salon. Additionally, you agree to follow the standards of conduct below, and any additional standards that may be communicated to you from time to time. You agree not to communicate in any way that:
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, profane, offensive, invasive of another’s privacy, portrays another in a false light, is hateful, and/or racially, ethnically and/or otherwise objectionable;
- has a commercial, political or religious purpose;
- is false, misleading and/or not written in good faith;
- infringes any patent, trademark, trade secret, copyright, right of privacy and/or publicity, and/or other proprietary rights of any person and/or entity;
- is illegal and/or promotes illegal activity;
- contains unauthorized advertising and/or solicits users to a business other than those on the Hestla apps or sites (collectively, “Sites”);
- is disruptive and/or incites others to violate industry standards and/or Hestla’s standards; and/or
- is intended to interrupt, destroy or limit the functionality or integrity of any computer software, hardware or Materials on the Beauty Professional App, or the related Sites or other websites.
Hestla may monitor any and all use of the Beauty Professional App, and may manage the Beauty Professional App in a manner intended to protect our property and rights and to facilitate its proper functioning. If any conduct on or outside of our App violates the standards above, or any other terms and conditions of this Agreement; or interferes with other people’s enjoyment of the Materials or our App; or that we believe is inappropriate; in our sole, good faith judgment, we reserve the right to change, delete or remove, in part or in full, any such content; and we further reserve the right to terminate access to the Beauty Professional App or to any information available through the Beauty Professional App. Hestla will cooperate with local, state and/or federal authorities to the extent required by applicable law in connection with any communication.
RATINGS, REVIEWS AND OTHER FEEDBACK
The Beauty Professional App may allow you to rate and post reviews of Participating Hestla Salons and clients (each a “Rating” or “Review”). You represent and warrant that you are the owner of and/or otherwise have the right to provide all information, comments, reviews, ratings and/or other materials and/or content that you submit, post and/or otherwise transmit through the Beauty Professional App. Hestla does not endorse a Beauty Professionals’ Ratings or Reviews, and does not assume liability for Ratings and Reviews or for any claims, liabilities or losses resulting from any Ratings and Reviews. However, all Ratings and Reviews must comply with the following criteria: (1) you must have had first-hand experience with the Participating Hestla Salon or client before posting a Rating or Review; (2) you may not have a proprietary or other affiliation with either the Participating Hestla Salon or any of its competitors or the client; (3) you may not draw any legal conclusions regarding the Participating Hestla Salons’ or the client’s products, services or conduct; and (4) your review must be honest, accurate, and otherwise comply with the standards of conduct and other terms of this Agreement.
You grant Hestla an irrevocable, transferable, paid up, royalty-free, perpetual, non-exclusive worldwide sub-licensable license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute and/or otherwise use your Ratings and Reviews in connection with Hestla’s business and in all forms of media now known or hereafter invented, without additional notification to and/or approval by you. You grant Hestla the right to freely and fully exploit and share any suggestions, input or other feedback or content you provide relating to the Platform or other Hestla services we provide in connection with its business, without additional notice to, approval by or compensation to you.
Any Rating and/or Review that we determine, in our sole, good faith discretion, could diminish the integrity of the Ratings and Reviews, the Materials and/or the Beauty Professional App may be removed or excluded by us without notice. Hestla and its officers, directors, employees, parents, subsidiaries, affiliates, successors, assigns, licensors, licensees, designees, business partners, contractors, agents and representatives (collectively, the “Released Parties”) will not be responsible for, and you hereby expressly release the Released Parties from, any and all liability for the action of any and all third parties with respect to your Ratings and Reviews.
MORE ON RATINGS AND REVIEWS
You acknowledge and agree that: (i) after receiving Beauty Professional Services, a client may be prompted by Hestla’s mobile applications to provide a rating of you and your Beauty Professional Services and, optionally, to provide comments or feedback about you and such Beauty Professional Services; and (ii) after providing Beauty Professional Services, you may be prompted by Hestla’s mobile applications to provide a rating of a client and your experience with the client and, optionally, to provide comments or feedback about the client or your experience with the client. You shall provide your ratings and feedback in good faith.
You acknowledge that Hestla desires that clients have access to high-quality services via Hestla’s mobile applications. In order to continue to receive access to the Beauty Professional App and the Platform, Hestla may require that you maintain an average rating by clients that exceeds the minimum average acceptable rating established by Hestla for your territory, as may be updated from time to time by Hestla in its sole discretion (“Minimum Average Rating”). Your average rating is intended to reflect clients’ satisfaction with your Beauty Professional Services rather than your compliance with any of Hestla’s policies or recommendations. In the event your average rating falls below the Minimum Average Rating, Hestla will notify you and may provide you, in Hestla’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), Hestla reserves the right to deactivate your access to the Beauty Professional App and the Platform.
Hestla reserves the right to use, share and display Beauty Professional and Participating Hestla Salon or your ratings and comments in any manner in connection with the business of Hestla without attribution to you or your approval. You acknowledge and agree that Hestla are distributors (without any obligation to verify) and not publishers of your and Beauty Professional and Participating Hestla Salon ratings and comments, provided that Hestla reserves the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Hestla’s content policies.
LOCATION BASED SERVICES
You acknowledge and agree that your geo-location information must be provided to the Platform via a device in order to provide Beauty Professional Services. You acknowledge and agree that: (i) your geo-location information may be obtained by the Platform while the Beauty Professional App is running; and (ii) the approximate location of you or your vehicle may be displayed to the client before and during the provision of Beauty Professional Services by you. In addition, Hestla may monitor, track, and share with third parties your geo-location information obtained by the Beauty Professional App or a device for safety and security purposes .
PARTICIPATING HESTLATM SALONS
Hestla is still working on the Participating Hestla Salon portion of the Platform and Beauty Professional understands that it is not initially available.
You agree to indemnify and hold harmless the Released Parties from all claims, actions, losses, judgments, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of your breach or alleged breach of any provision of this Agreement, your violation of applicable law, your use of the Beauty Professional App and/or Materials (including without limitation all Client Data), and/or all Uses of your User Content by Hestla and/or any third party authorized by Hestla.
THE BEAUTY PROFESSIONAL APP, THE MATERIALS AND ALL OTHER CONTENT ON THE BEAUTY PROFESSIONAL APP ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE RELEASED PARTIES DISCLAIM, WITH RESPECT TO THE MATERIALS AND ALL OTHER CONTENT ON THE SITES, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. HESTLA DOES NOT REPRESENT OR WARRANT THAT THE BEAUTY PROFESSIONAL APP, THE MATERIALS AND/OR THE OTHER CONTENT ON THE BEAUTY PROFESSIONAL APP WILL BE SECURE, UNINTERRUPTED AND/OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, AND/OR THAT THE BEAUTY PROFESSIONAL APP, THE MATERIALS AND/OR OTHER CONTENT ON THE BEAUTY PROFESSIONAL APP ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. HESTLA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE BEAUTY PROFESSIONAL APP, THE MATERIALS AND/OR ANY OTHER CONTENT ON THE BEAUTY PROFESSIONAL APP IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE QUALITY OR TIMING OF THE BEAUTY PROFESSIONAL SERVICES OR OTHER PRODUCTS ORDERED ON THE SITES, THE QUALITY OR SAFETY OF THE CLIENTS OR THE LOCATIONS AT WHICH BEAUTY PROFESSIONAL SERVICES MAY BE REQUESTED, OR THE QUALITY OR SAFETY OF PARTICIPATING HESTLA SALONS. YOU (AND NOT HESTLA) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION RELATING TO YOUR USE OF THE BEAUTY PROFESSIONAL APP, THE MATERIALS AND/OR OTHER CONTENT ON THE BEAUTY PROFESSIONAL APP. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.
THIRD PARTY LINKS
The Beauty Professional App may contain links to websites that are owned, controlled, developed, sponsored and/or maintained by third parties and which may be subject to additional terms and conditions (“Third Party Websites”). Hestla does not review, monitor, operate and/or control the Third Party Websites and Hestla makes no guarantees, representations and/or warranties as to, and shall have no liability for, the content available on or through and/or the functioning of the Third Party Websites. By providing access to Third Party Websites, Hestla is not recommending and/or otherwise endorsing the products and/or services provided by the sponsors and/or owners of those websites. Your access and/or use of the Third Party Websites, including providing information, materials and/or other content to the Third Party Websites, is entirely at your own risk. Hestla reserves the right to discontinue links to any Third Party Websites at any time and for any reason, without notice.
Hestla respects the intellectual property of others, and we ask all of our users to do the same. If you believe that your copyrighted work has been copied and is accessible on the Beauty Professional App or a website through which our services may be accessed in a way that constitutes copyright infringement, please provide Hestla’s Copyright Agent (as set forth below) with notification containing the following information required by the Digital Millennium Copyright Act, 17 U.S.C. 512:
- A physical or electronic signature of a person authorized to act on behalf of the copyright owner of the work that allegedly has been infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works allegedly have been infringed, then a representative list of such copyrighted works;
- Identification of the material that is claimed to be infringing and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the allegedly infringing material, e.g., the specific web page address on the Sites;
- Information reasonably sufficient to permit us to contact the party alleging infringement, including an email address;
- A statement that the party alleging infringement has a good-faith belief that use of the copyrighted work in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the party alleging infringement is authorized to act on behalf of the copyright owner of the work that allegedly has been infringed.
Please send this notification to us at: Hestla, Inc., Attention: Copyright Agent, 2900 Government Way #261, Coeur d’ Alene, ID 83815.
VIOLATIONS OF THE Beauty Professional AGREEMENT
Except as provided by your Beauty Professional Agreement, Hestla reserves the right to seek all remedies available at law and in equity for violations of the Agreement, including without limitation the right to block access to the Beauty Professional App from a particular device and/or IP address.
CHANGES TO THE AGREEMENT
You acknowledge and agree that your access to and/or use of the Beauty Professional App, the Materials and other content on the Sites is subject to all applicable international, federal, state and local laws and regulations. The terms, conditions and policies contained in this Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws principles.
WAIVER AND SEVERABILITY
Any waiver by Hestla of any provision of this Agreement must be in writing. If any portion of this Agreement is found to be void, invalid or otherwise unenforceable, then that portion shall be deemed to be superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of this Agreement shall continue to be enforceable and valid according to the terms contained herein.
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