1. Services. Rise Styling will provide you with the services you selected above (the
“Services”) and as further detailed on Rise Styling’s website:
www.risestyling.com (the
“Website”). Rise Styling will determine the means and methods of carrying out the Services
in its sole discretion.
2. Subscription Terms.
2.1. Term. This Agreement will commence on the Effective Date and continue for the initial
term that corresponds with the selected Services (“Initial Term”), unless earlier
terminated in accordance with Section 3. This Agreement will automatically renew for
successive one-month periods (each, a “Renewal Term”) upon the expiration of the
Initial Term or any Renewal Term, until terminated in accordance with Section 3. The
Initial Term and any Renewal Terms will be collectively referred to as the “Term” of this
Agreement.
2.2. Subscription Billing. Your subscription to the Services includes enrollment into an
ongoing/recurring payment plan. Payment will be charged to your chosen payment
method on the Effective Date and at the start of every new Billing Period, unless
terminated in accordance with Section 3. Your “Billing Period” is the interval of time
between each recurring billing date. Rise Styling reserves the right to change the
subscription pricing at each Renewal Term. In the event of a price change, we will
attempt to notify you in advance of the change by sending an email Notice. If you do not
wish to accept a price change, you may cancel your subscription in accordance with
Section 3 below. If you do not timely cancel your subscription, your subscription will be
renewed at the price in effect at such time as listed on the Rise Styling website, without
any additional action by you, and you authorize Rise Styling to charge your payment
method for these amounts. We will not be able to notify you of any changes in
applicable taxes. You are responsible for all third-party internet access charges and
taxes in connection with your use of the Services. Please check with your internet
provider for information on possible internet data usage charges.
2.3. Payment details. Rise Styling will keep your detailed payment information, such as
credit card number and expiry date, on file. Rise Styling may share your payment
information with its payment providers. You are responsible for keeping your payment
details up to date by providing Notice to Rise Styling. Where your details change or are
due to expire, Rise Styling may obtain or receive from your payment provider updated
payment details including your card number, expiry date and CVV (or equivalent). This
enables Rise Styling to continue to provide you access to the Services. You authorize
Rise Styling to continue to charge your card using the updated information. In the event
of a failed attempt to charge your payment method (e.g., if your payment method has
expired), Rise Styling reserves the right to retry your billing method. If a payment is not
successfully authorized due to expiration, insufficient funds, or otherwise, Rise Styling
may suspend or terminate your subscription.
2.4. Late Fees. All late payments will bear interest calculated daily and compounded
monthly at the lesser of (a) 2.5 percent interest or (b) the highest rate permissible under
applicable law. You will also reimburse Rise Styling for all reasonable costs incurred in
collecting any late payments, including, without limitation, attorneys’ fees.
2.5. Refunds. Rise Styling does not refund or credit for partially used billing periods,
although Rise Styling may provide such refunds or credits on a case-by-case basis in
Rise Styling’s sole and absolute discretion.
3. Suspension and Termination.
3.1. You agree that Rise Styling may, in its sole discretion and without notice or liability to
you, restrict, suspend, or terminate your access to the Services if Rise Styling believes
you are using or have uses the Services in violation of this Agreement or applicable law
or regulations or in any manner other than for their intended purpose and in accordance
with all other guidelines and requirements applicable thereto.
3.2. Either Party may terminate this Agreement at the end of the Initial Term or any Renewal
Term by providing Notice to the other Party at least fifteen (15) days prior to the
expiration of the then-current billing period. Upon termination, you will pay Rise Styling
for all accrued but unpaid Fees, or amounts due through the date of termination.
3.3. Upon termination of the Services, you will lose the right to access the Services (other
than a cancelation of your subscription pursuant to Section 3.2, in which case your
subscription will continue to the end of the Billing Period).
4. Obligations of the Parties.
4.1. Rise Styling. Rise Styling will provide the Services: (a) in accordance with the terms
and subject to the conditions set forth in this Agreement, and (b) using personnel of
required skill, experience, and qualifications.
4.2. Subscriber. You will (a) respond promptly to any communications from Rise Styling and
provide all information required for Rise Styling to perform the Services, (b) cooperate
with Rise Styling in its performance of the Services. You will give a minimum of twenty-
four (24) hours’ notice to reschedule a coaching call. If you provide less than twenty-
four (24) hours’ notice, you forfeit the call. If you are more than fifteen (15) minutes late
to a scheduled coaching call, you forfeit the call. You may only schedule coaching calls
within the current billing period. You will be required to pay for an additional billing
period if a rescheduled call extends beyond the then-current billing period.
5. License Grant and Restrictions.
5.1. License. All intellectual property rights, including copyrights, trademarks, service marks,
trade secrets, know-how and other confidential information, trade dress, trade names,
logos, corporate names and domain names, together with all of the goodwill associated
therewith, derivative works and all other rights (collectively, “Intellectual Property
Rights”) in and to all documents, work product and other materials that are delivered to
or made available to you under this Agreement or prepared by or on behalf of Rise
Styling in the course of performing the Services will be owned by Rise Styling. Rise
Styling hereby grants you a limited, personal use, non-transferable, non-assignable,
revocable, non-exclusive, and non-sublicensable right to use all Intellectual Property
Rights made available to you via the Services (the “Content”) to the extent necessary
to enable you to make reasonable use of the Services.
5.2. Restrictions on Your Use of the Content. You agree that you will not nor permit another
person to do any of the following without Rise Styling’s express written permission, and
that these restrictions are a condition to the Intellectual Property Rights:
5.2.1. Copy the Content available via the Services.
5.2.2. Rebroadcast, transmit, or perform the Content available via the Services.
5.2.3. Create derivative works of the Content.
5.3. Restrictions on Your Use of the Services. You agree that you will not nor permit another
person to do any of the following without Rise Styling’s express written permission, and
that these restrictions are a condition to the Intellectual Property Rights:
5.3.1. Access or use the Content or Services in a manner that suggests an association
with Rise Styling’s products, services or brands.
5.3.2. Use the Content or Services for any commercial or business related use or build a
business utilizing the Content or Services, or engage in any activity to enable third
parties to engage in any of the foregoing activities, in each case whether or not for
profit.
5.3.3. Create derivative works of any components of the Services, except as and only to
the extent that any foregoing restriction is prohibited by applicable law.
5.3.4. Use the Services in any unlawful manner (whether criminal or civil), for any
unlawful purpose, or in any manner inconsistent with this Agreement.
5.3.5. Share your login credentials or account with third parties.
6. Usage Terms.
6.1. Compatible Devices and Software. Use of the Services requires compatible devices,
and certain software may require periodic updates, and your use of the Services may
be affected by the performance of these elements. You can access the Services with
almost any internet connected computer or mobile device (each a “Compatible
Device”). You are responsible for understanding and complying with any limitations on
the use of Compatible Devices. Additionally, certain components of the Services may
only be compatible with a subset of Compatible Devices or require download of certain
software, even if other aspects of the Services can be accessed on any Compatible
Device.
6.2. Internet Connection. You must have a high-speed internet connection in order to access
and use certain aspects of the Services.
6.3. Future Unavailability. It is possible that the Content or Services may not be available at
any given time including (a) during any maintenance or update periods, (b) any power
or server outages, (c) as a result of war, riots, strikes, social unrest, pandemic,
government shutdown or (d) as a result of other matters beyond the control of Rise
Styling or third parties. Rise Styling will make reasonable efforts to provide you with as
much prior notice as possible; however, Rise Styling will have no liability to you in such
an event. There may be times when Rise Styling has to remove certain features or
functionality and/or devices or platforms from being able to access the Services. Rise
Styling will make reasonable efforts to let you know of any of these changes, usage
rules, and restrictions, but you acknowledge that Rise Styling may do so in its sole
discretion at any time without notice. You also agree that Rise Styling will not be liable
to you for any modification, suspension, or discontinuation of the Services, although,
Rise Styling may, in its sole discretion, provide you with a credit, refund, discount or
other form of consideration.
7. Use and Sharing of Certain Information. For more information about Rise Styling’s
collection, use, and sharing of your information, please refer to our Privacy Policy, which can
be found at
https://www.risestyling.com/privacy-policy and is incorporated herein by
reference. Rise Styling reserves the right to, and you agree that Rise Styling may, release
your details to system administrators at other sites and to law enforcement agencies in order
to assist them in resolving security incidents and violations of law.
8. Confidentiality. All non-public, confidential or proprietary information of Rise Styling
(“Confidential Information”), including, but not limited to, specifications, samples, patterns,
designs, plans, drawings, documents, data, business operations, customer lists, pricing,
discounts, or rebates disclosed by Rise Styling to you, whether disclosed orally or disclosed
or accessed in written, electronic, or other form or media, or otherwise learned by you, and
whether or not marked, designated, or otherwise identified as “confidential,” in connection
with this Agreement is confidential, solely for Rise Styling’s use in performing this
Agreement and may not be disclosed or copied unless authorized by Rise Styling in writing.
Confidential Information does not include any information that: (a) is or becomes generally
available to the public other than as a result of Service Provider's breach of this Agreement;
(b) is obtained by you on a non-confidential basis from a thirdparty that was not legally or
contractually restricted from disclosing such information. Upon Rise Styling’s request, you
will promptly return all documents and other materials received from Rise Styling. Rise
Styling will be entitled to injunctive relief for any violation of this Section.
9. DISCLAIMERS OF WARRANTY; LIMITATION OF LIABILITY.
9.1. YOU ACKNOWLEDGE AND AGREE TO THE ESSENTIAL CONDITION THAT THE
CONTENT AS WELL AS THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT
WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW,
RISE STYLING AND ITS AFFILIATES, LICENSORS, AND AGENTS EACH
EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS, EXPRESS,
IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY,
SATISFACTORY QUALITY AND NONINFRINGEMENT, AND THEIR EQUIVALENTS
UNDER THE LAW OF ANY JURISDICTION. YOU ALSO ACKNOWLEDGE AND
AGREE THAT RISE STYLING AND ITS AFFILIATES, LICENSORS, AND AGENTS DO
NOT WARRANT OR OTHERWISE STATE THAT THE CONTENT OR THE SERVICES
WILL MEET YOUR REQUIREMENTS.
9.2. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL
RISE STYLING BE LIABLE OFR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, EVEN IF
RISE STYLING WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT
RESULT FROM THE USE OR INABILITY TO USE THE CONTENT OR THE
SERVICES, HOWEVER CAUSED, NOR SHALL RISE STYLING, ITS AFFILIATES,
LICENSORS, AND AGENTS BE HELD LIABLE FOR DELAY OR FAILURE IN
PERFORMANCE RESULTING FROM CAUSES BEYOND THEIR REASONABLE
CONTROL. IN NO EVENT SHALL RISE STYLING’S TOTAL LIABILITY TO YOU FOR
ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED ONE THOUSAND
U.S. DOLLARS (US $1,000). THE LIABILITY LIMITATIONS IN THIS SECTION APPLY
UNDER ANY LEGAL THEORY (TORT, CONTRACT, BREACH OF WARRANTY,
STRICT LIABILITY OR OTHERWISE) EVEN IF RISE STYLING, ITS AFFILIATES,
LICENSORS, AND AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
10. Notices. All notices, communications, demands, or other correspondence required or
permitted under this Agreement (each, a “Notice”) will be delivered via email to the last
email address provided by the Parties. The Parties may update their respective email
addresses by providing written notice to the other Party. Notice will be effective upon
sending the email to the designated email addresses. Notice sent after 5:00 PM EST will be
deemed delivered on the next business day. Failure to receive Notice due to technical
issues, spam filters, or other reasons will not invalidate delivery, and the Party responsible
for providing Notice will not be required to prove receipt.
Subscriber email: E-mail address set forth in Term Sheet.
Rise Styling email: hello@risestyling.com
11. Waiver. No waiver by any Party of any of the provisions of this Agreement will be effective
unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise
set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy,
power, or privilege arising from this Agreement will operate or be construed as a waiver
thereof, nor will any single or partial exercise of any right, remedy, power, or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power, or privilege.
12. Miscellaneous. This Agreement constitutes the sole agreement of the Parties with respect
to its subject matter. It supersedes any prior written or oral agreements or communications
between the Parties. Rise Styling may amend this Agreement. Any such amendment will be
effective upon thirty (30) days’ Notice pursuant to Section 8. This Agreement binds and
inures to the benefit of the Parties and their respective heirs, personal representatives,
successors and assignees. Nothing in this Agreement, express or implied, confers on any
other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under
or by reason of this Agreement. Rise Styling may freely assign and transfer this Agreement.
You may not assign this Agreement or any rights or obligations under this Agreement
without Rise Styling's prior written consent. The Your obligations under this Agreement
which by the terms extend beyond the Termination Date will survive the Termination Date.
Unless the context requires otherwise, the term “including” means “including but not limited
to.” If any part of this Agreement is for any reason held to be unenforceable, the rest of it
remains fully enforceable. Georgia law applies to this Agreement without regard to any
choice-of-law rules that might direct the application of the laws of any other jurisdiction. You
must bring all disputes arising out of or in connection with this Agreement in the courts of
Cobb County, Georgia or in the U.S District Court for the Northern District of Georgia and
you submit to the exclusive jurisdiction of such courts. Rise Styling may bring any dispute
against you in the courts of any jurisdiction. Rise Styling will be entitled to recover its
attorneys’ fees and costs from you in any dispute in which Rise Styling is the prevailing
party. YOU IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHETHER BASED ON
CONTRACT, TORT, OR ANY OTHER THEORY. The Parties acknowledge that they have
read this Agreement and that they have executed this Agreement voluntarily and knowingly.
This Agreement may be signed in counterparts, each one of which is considered an original,
but all of which constitute one and the same instrument. Any electronic and digital
signatures have the same enforceability as manually executed signatures consistent with
the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. § 7001
et seq.) and any similar state laws based on the Uniform Electronic Transactions Act.