Customer Services Agreement

SERVICES AGREEMENT

Definitions:

End-User: registered users, or subscribers, or pay-per-view buyers using a registered account to authenticate and get access to Customer Content;

Customer Content: any and all information and content distributed by Customer on Customer’s behalf either via the Services provided by HD or otherwise;

Services: Products and services provided by HD, as defined in Section 1, below.

 

  1. Services

HD is an online service, providing its members with access to industry content, events, and videos streamed over the Internet to computers, smartphones, tablets, and other devices.

HD will provide Customer with a dedicated channel that includes streaming bandwidth and video storage on HD managed third-party servers for use on the Internet, in exchange for customer paying the prescribed fee. See Section 5.

In order for the Services to function as intended HD is dependent on Customer’s good faith cooperation and the provision of all information and Customer Content that is reasonably required in order for HD to deliver the Services. Customer represents and warrants that all Customer Content provided is correct and up to date and that Customer shall promptly update provided Customer Content or provide additional information if so reasonably required for the provision of the Services.

HD may make changes or updates to the Services (such as infrastructure, security, technical configurations, application features, etc.) during the term of service.

  1. Hair Dojo Channel

In order to benefit from the Services HD shall provide Customer with a dedicated channel on hairdojo.com.

Customer understands that End-Users may need to register or complete payment with a third-party pay / registration wall provider in order to access Customer Content and are bound by the third-party provider’s user agreement.

Services allow End-User to: (i) access Customer Content on a pay per view basis for viewing over a limited period of time (ii) access Customer Content on a subscription basis for viewing over a limited period of time during a subscription period and/or (iii) access Customer Content on a free or promotional basis for viewing over a period of time.

  1. Fund Collection and Reimbursement

Except if specifically agreed otherwise, HD will collect the funds for purchases of Customer Content from End-Users on Customer’s behalf.

If funds have been received in a given calendar month, HD will send Customer a monthly electronic invoice. The invoice shall include collected funds, the amount of transactions successfully completed, the amount of refunds and chargeback received, and applicable taxes.

If Customer does not dispute the electronic invoice before the 15th of each month, HD will make payment to Customer on or before the 20th day of each month, where Customer provides its payment transfer details to HD. Payment shall be made by means of a third-party online payment service (e.g., PayPal). Customer will be responsible for its own additional fees associated with its use of the third party online payment services, if any.

HD shall make payment to Customer when the sum to be paid reaches a minimum of one hundred dollars ($100.00). In the event that a sum of $100.00 is not reached, revenue shall continue to accrue until this sum is reached or until termination of the Agreement.

  1. Refunds and Chargebacks

End Users will be permitted to submit refund requests through their bank, financial institution or PayPal or third-party processing company regarding Customer Content. End Users are able to file a chargeback through their bank, financial institution or PayPal. Such refund requests can be based on various circumstances such as the quality of Customer Content, availability of Customer Content, misleading descriptions of Customer Content etc. HD is not responsible for Customer Content disputes or refunds to End User.

HD shall have sole discretion as to whether or not a refund request is valid or invalid. If HD reasonably believes that a valid refund request is made, the fees paid by the End User shall be reimbursed by HD and deducted from the fees HD owes to Customer based on purchased Customer Content or otherwise.

Valid Refund Cases:

  1. The End User made duplicate purchases using the same email address.
  2. The live streaming or video on-demand was cancelled.
  3. The Customer Content was removed.
  4. More than 80% of the Customer Content delivery had streaming issues (no sound, poor sound and/or poor video quality).
  5. The Customer Content was misleading – the description of the content did not relate to actual Customer Content presented.

Customer agrees that HD has no control over End-User chargeback requests.

HD cannot be held financially or operationally responsible for chargebacks. If the deposit amount is not sufficient to cover Customer’s chargeback, Customer shall reimburse HD the difference.

Refunds and Chargebacks: If the End-User is entitled to a refund of their purchase or files a successful chargeback, HD will retain a fixed $2 fee for processing such a refund or for the management of a chargeback. The End-User will receive back the entire amount of the payment (including fees), and HD will debit Customer’s account for the amount of the refund plus the fixed fee for processing the refund or chargeback.

  1. Fees and Payment

Except if specifically agreed otherwise, customer use of the Services will be charged at the price(s) listed below.

Other options may apply based on your exact requirements. See your Rate Card.

Fees only apply when a sale is made.

The applicable fees are exclusive of taxes and are:

Live Streaming : 20% + $1.30 per ticket sold

On-Demand Video: 20% + $1.30 per ticket sold per ticket sold

Subscription: 20% + $1.30 per ticket sold per subscriber

HD is entitled to deduct amounts payable to HD from any amounts HD owes Customer.

  1. Tax Considerations EarningsAny earnings Customer accrues using HD services may be subject to tax filings and withholdings in accordance with United States tax laws. HD reserves the right to deny or withhold delivery of earnings, at any time, if Customer does not provide requested tax identification information in compliance with United States tax laws. HD may require Customer to provide identifying personal information, such a social security number, in order to comply with these laws.
  2. Licenses

Customer retains all ownership and intellectual property rights in and to Customer Content. HD and/or its licensors retain all ownership and intellectual property rights to the Services and to anything developed or delivered by or on its behalf pursuant to the Agreement.

In order to enable HD to provide Services, Customer grants HD the non-exclusive and non-transferable right to, solely for Customer and on Customer’s behalf, facilitate distribution of Customer Content.

Customer agrees to indemnify and hold HD harmless against any and all third party claims, actions, liability, demands, damages and/or loss of any nature whatsoever together with all costs, expenses and/or other liabilities incurred in connection with any use of the Services and/or any part thereof in breach of the provisions of the Agreement, contrary to any applicable law, rule, regulation and/or order, and/or in a manner which infringes the rights of a third party.

In the context of the Services provided and on HD’s website for reference purposes, HD is entitled to use and/or make public Customer’s logo, trademarks, trade names and other information provided by Customer. Customer may withdraw such consent at any time at its own discretion.

HD shall suspend use of Services immediately on notice from customer.

  1. Content

HD is an intermediary for the distribution of Customer Content and does not exercise control over Customer Content. Customer is solely responsible for all Customer Content. Customer represents and warrants that it is fully entitled to distribute and make public the Customer Content it provides to HD.

Customer shall obtain at its own expense any rights and consents from third parties necessary for the publication and distribution of Customer Content. Customer agrees to indemnify HD and hold HD harmless from all third party claims related to Customer Content

Customer is liable for all content provided to HD including the legality and preservation (e.g., making back-ups).

  1. Warranties / Force Majeure / Liability

HD warrants that it will perform Services in material aspects as described in the Agreement and in a professional manner. Due to the nature of the Services HD cannot warrant:

    • that, despite of all of HD’s efforts, Services will be provided error-free, uninterrupted or that it is able to correct all errors; and
    • that, despite HD’s interest in Customer’s business and processes, Services will meet at all times Customer’s requirements, specifications or expectations.

Customer agrees that the internet technical infrastructure is highly fragmented and may lead to unpredictable interruption(s) of the Services, beyond anyone’s control. For example, HD does not control the transfer of data and content over the internet and as such the Services may be subject to limitations, errors, delays and other issues inherent in the use of communication facilities such as the internet.

To the extent not prohibited by mandatory law, the warranties in the Agreement are exclusive and there are no other express or implied warranties or conditions regarding merchantability, quality or fitness for a particular purpose.

Neither Customer nor HD shall be responsible for failure or delay of performance outside the reasonable control of the obligated party if caused by: an act of war, hostility, or sabotage; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions or other event outside the reasonable control of the obligated party.

The Services are provided on an “as is” basis, and HD makes no guarantees that the Services will be available on a continuous or uninterrupted basis or that it is or will be free of errors or bugs. Except to the extent expressly stated herein, HD does not give, and hereby expressly excludes to the fullest extent permitted by applicable law, any and all other representations, warranties, guarantees, terms or conditions, whether implied, statutory or otherwise with respect to the Services, or the performance of its obligations hereunder. Customer understands and agrees that from time to time the Services may be inaccessible, unavailable or inoperable for causes beyond the control of HD or which are not reasonably foreseeable by HD and HD shall not be liable for any failure to perform its obligations under this Agreement caused by any such causes. Customer further acknowledges that from time to time it may be necessary to perform planned periodic maintenance procedures or repairs, affecting the availability of the Services. HD warrants and represents that it shall keep such planned procedures to an absolute minimum and shall notify the Customer in advance of such procedures.

  1. Security

A breach of security exists if significant public can access Customer Content due to a fault in Services provided by HD and its third-party providers. Note that HD cannot warrant that the security provided for is effective under all circumstances or in all events. However HD will take action to remedy a breach of security.

In order to enable HD to effectively respond to a breach of security, Customer shall promptly notify HD should Customer become aware of the occurrence of any (suspected) breach of security, and provide as much details as possible about the nature of the breach. In this respect Customer acknowledges that the Services are directly or indirectly – as of their nature – not always fully secure.

In the event of a breach of security or suspected breach of security, Customer shall cooperate with HD and shall procure that its employees, sub-contractors, suppliers and service providers shall cooperate with HD in good faith in all respects in order to remedy a breach of security. Customer shall adhere to HD’s reasonable instructions in this respect. If Customer does not implement measures suggested by HD within a practicable period, HD will have no liability in regard to a breach of security.

HD has no obligation for a breach of security other than as stated in this clause.

  1. Privacy

HD and its third-party providers shall process the personal data on Customer’s behalf only, and only in accordance with the Services. HD shall not process the personal data for any purpose other than those authorized by Customer and to the extent permitted by law.

HD may:

  • compile statistical and other information related to the performance, operation and use of the Services;
  • use data in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes.

Any personally identifying information submitted through HD Service is subject to HD’s Privacy Policy which is available on the HD website. The Privacy Policy is incorporated by reference and made part of this service agreement. Thus, by agreeing to this Service Agreement, Customer agrees that its presence on the HD website and use of HD Services are governed by the HD Privacy Policy in effect at the time of Customer’s use.

  1. Customer Service

If Customer needs assistance with its account, it may contact HD Customer Service at any time via email at support@hairdojo.com.

  1. Third-Party Providers

Customer will – if necessary – enter into agreements with other suppliers or providers of materials, hardware, third-party software and services deemed necessary for the operation of the Services. HD excludes liability for any goods or services supplied by third-party suppliers.

Customer acknowledges that:

    • the nature, type, quality and availability of third party content may change at any time during the period Services are provided for; and
    • features of the Services that interoperate with third parties such as but not limited to Facebook, Google, PayPal, Adyen, Amazon Web Services and Twitter, etc. depend on the continuing availability and proper performance of such third parties’ respective application programming interfaces (APIs) for use with the Services.
    1. General Provisions:

    If any term of the Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of the Agreement.

    A waiver by either of us of a breach of any term or condition of this Agreement in any one instance shall be in writing and shall not be deemed as a continuing waiver or a waiver of any other or subsequent breach unless the written notice so provides.

    This Agreement shall not be varied unless such variation is in writing signed by a duly authorized representative of each party.

    This Agreement is governed by and construed in accordance with the applicable laws of the State of Delaware and the federal laws of the United States of America and is treated in all respects as a Delaware-based contract.

    The excusing of any provision in this contract does not excuse any other or subsequent provisions in this contract.

    This Agreement, together with the policies prescribed at hairdojo.com constitutes the entire Agreement between Customer and HD.

     Any term or condition of this Agreement, which by its nature extends beyond the term or expiration of this Agreement, survives the termination or expiration of this Agreement.

    HD maintains the right to refuse service if it considers it would be disruptive to its business to provide such service.

    All remedies available to HD under this Agreement survive termination of this Agreement without limitation.

    Neither Party shall be liable to the other in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of force majeure, namely circumstances beyond the control of either party which shall include without limitation acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riots, labor strikes, civil commotion or civil authority including acts of local government. In such eventuality, the parties shall meet together to devise ways of overcoming the difficulty.

     

    Customer and HD are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between customer and HD. 

    1. Marketing

    HD reserves the right to use any part of the content hosted on HD for the purpose of marketing and increasing viewership.

    Any content hosted on HD, will also be archived on HD for Video On Demand (“VOD”) unless otherwise specified on a case-by-case basis by Customer.

     Thank you for reading Hair Dojo’s Customer Service Agreement. Version: May 8th, 2018 

About Hair Dojo

HairDojo is a connection hub for the Hair Industry. Conceptualized by a hairstylist salon owner, its purpose is to connect students, apprentices, stylists and salons with each other and the distributors and manufacturers that provide the tools and education in the industry.

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