Meet Your, Inc. Terms of Service Agreement
This Meet Your, Inc. Terms of Service Agreement (this “Agreement”) is made and entered into as of the date listed on the signature page (the “Effective Date”) and is between Meet Your, Inc. (“Meet Your”), and the company listed on the signature page (“Customer”). Capitalized terms used but not defined when they first appear have the meanings given to them in Section 8. Background. Meet Your provides an Internet-based platform that assists Meet Your customers with helping men and women research, hire, rate, and review a variety of professionals in the salon and beauty industry who offer their services. Meet Your customers access Meet Your’s software as a service through the procurement of an administrative profile and access point. Meet Your’s software as a service resides on Meet Your servers that Customer accesses via the Internet.
1. The Meet Your SaaS
1.1 Limited Right to Access and Use.
Subject to the terms of this Agreement, Meet Your hereby grants to Customer a nonexclusive, non-transferable, revocable, limited right to access and use via the Internet, solely for the Permitted Use, the Meet Your SaaS during the Term. Customer is responsible for maintaining the security of the activation codes and administrative login information used to access the Meet Your SaaS. Customer is solely responsible for connection of Customer’s systems to a telecommunications service that provides Internet access for purposes of Customer’s access and use of the Meet Your SaaS.
1.2 Use of Meet Your SaaS.
a. Generally. Subject to the terms of this Agreement, Customer may use the Meet Your SaaS to procure clients and display information about the stylists at their salon. Customer shall comply with all laws and the requirements stated in this Agreement and the Meet Your Privacy Policy. Customer shall not permit any third party to access or use the Meet Your SaaS, except as permitted in this Agreement. In addition, Customer shall not directly or indirectly through or with one or more other persons (i) decompile, disassemble, or reverse engineer the Meet Your SaaS to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions, or graphics of the Meet Your SaaS,, or (c) copy any ideas, features, functions, or graphics of the Meet Your SaaS, (ii) use the Meet Your SaaS to develop a competing service, (iii) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Meet Your SaaS for the benefit of any third party, or (iv) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Meet Your SaaS (including any screen displays, etc.). b. Export Controls. Meet Your provides services and uses software and technology that may be subject to U.S. export controls administered by one or more United States agencies. Customer shall not access or use the Meet Your Proprietary Content and Applications (defined below) or otherwise transfer or export or re-export to countries that the U.S. maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”), each of which may change from time to time. By using any Meet Your Proprietary Content and Applications, Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of, an Embargoed Country or Designated National. The Meet Your Proprietary Content and Applications may use encryption technology that is subject to licensing requirements under 15 C.F.R. Parts 730-774.
1.3 Meet Your Proprietary Content and Applications.
Except for the limited rights granted in Section 1.1 (Limited Right to Access and Use) and an SOW, Meet Your and its licensors reserve all right, title, and interest in and to the Meet Your SaaS, the API, Meet Your’s other software and systems, Activation Data, Meet Your’s web applications, browser extensions, software applications, tools, and other application services, and Meet Your’s logos, marks, and other content Meet Your provides (collectively, the “Meet Your Proprietary Content and Applications”). In the event that Customer makes improvements or other modifications to the Meet Your Proprietary Content and Applications, Customer hereby grants to Meet Your a nonexclusive, royalty-free, fully paid up, irrevocable, perpetual, worldwide license (with the right to assign and sublicense) to use, display, copy, distribute, modify, make derivative works of, sell and import such modifications and improvements. Nothing in the preceding sentence is to be construed as granting Meet Your any rights to use Customer’s trademarks in commerce.
1.4 Product Data Owned by Customer.
As between Customer and Meet Your, Customer owns all data and other content (including any text, graphic, audio, video, or other content) provided to Meet Your or input into the Meet Your SaaS by Customer or its users, which data and other content is not otherwise a part of Meet Your Proprietary Content and Applications (collectively, the “Product Data”). Customer hereby grants Meet Your a revocable, non-exclusive, royalty-free, worldwide license (with the right to assign and sublicense) to use, display, copy, distribute, and make derivative works of Product Data for purposes of enabling Meet Your to offer and perform its services and fulfill its obligations under this Agreement and to analyze performance and to improve or change the Meet Your SaaS. Customer warrants that (a) it has obtained or will otherwise obtain when provided all rights, consents, and permissions necessary to provide the Product Data to Meet Your and to grant the foregoing rights to Meet Your, (b) it shall comply with all applicable laws with respect to the collection, use, retention, and disposal of all the Product Data, and (c) Customer’s use, copying, displaying, and distribution of the Product Data complies with all laws and the terms and policies (including terms of use and privacy and security policies) of all websites from which the Product Data originated and all websites to which the Product Data is copied, distributed, displayed, or published using the Meet Your SaaS, API, or other Meet Your Proprietary Content and Applications made available to Customer pursuant to an SOW. Customer shall indemnify, defend, and hold harmless Meet Your and its affiliates and subsidiaries and their respective officers, directors, employees, representatives, and agents from and against any and all claims, losses, liability, damages, costs, and expenses (including reasonable out-of-pocket expenses and attorneys’ fees) arising out of or relating to Customer’s breach of the foregoing warranty.
1.5 Suspension of Access to Meet Your SaaS and Professional Services.
Meet Your understands that consistent availability of the Meet Your SaaS is important to users, and strives to maintain same. However, Meet Your may suspend access to the Meet Your SaaS for any of the following reasons: (a) to prevent damages to, or degradation of, the Meet Your Proprietary Content and Applications; (b) to comply with any law, court order, or other governmental request; or (c) if Customer violates the terms of this Agreement. Meet Your shall use reasonable efforts to provide Customer with notice before or promptly following any suspension of access to the Meet Your SaaS. Meet Your shall restore access to the Meet Your SaaS as soon as the event giving rise to suspension has been resolved. Customer acknowledges that the API and the Meet Your SaaS may contain functionality that monitors Customer’s compliance with this Agreement. Customer shall not circumvent or attempt to circumvent any of the foregoing without Meet Your’s prior authorization. This Agreement is not to be construed as imposing any obligation or duty on Meet Your to monitor the Product Data or Customer’s use of the API or Meet Your SaaS.
1.6 Mutual Warranties.
Each party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of this Agreement does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
1.7 Additional Meet Your Warranty.
Meet Your warrants to Customer that the API and the Meet Your SaaS will operate in substantial conformity with the Documentation during the Term. Customer’s sole and exclusive remedy, and Meet Your’s sole and exclusive liability, for a breach of the foregoing warranty is for Meet Your, in its sole discretion, to either use its best efforts to remedy the breach or issue Customer a credit for the prepaid portion of the fee for the affected API and Meet Your SaaS.
2. Optional Professional Services Provided by Meet Your.
Some customers of Meet Your request Meet Your to provide Professional Services to support their efforts. Professional Services may be ordered pursuant to an Order Form or statement of work. If Meet Your provides Professional Services to Customer pursuant to one or more statements of work (each, an “SOW”), each SOW will be considered a part of and an attachment to this Agreement. No SOW will be effective unless it is signed by the parties and references this Section 2.
3. Term.
The initial term of this Agreement commences on the Effective Date and ends one year from the Effective Date. The initial term and each subsequent renewal term will automatically renew for a period of one year, unless (a) either party provides the other party with notice of its intent not to renew at least 30 days prior to the commencement of the next renewal term, or (b) a subsequent Order Form extends the term to a later date, in which case such later date will be the basis for subsequent renewals. The initial term and all subsequent renewal terms are referred to together as the “Term.”
4. Termination.
A party may terminate this Agreement with 60 days notice of such termination. The following sections survive termination: 1.3 (Meet Your Proprietary Content and Applications; Feedback), 1.4 (Product Data Owned by Customer), 4 (Termination), 5 (Fees and Payment), 6 (Disclaimer of Warranties), 7 (Limitation of Liability and Damages), 8 (Certain Definitions), and 9 (General Provisions).
5. Fees and Payment.
Unless otherwise provided in an Order Form or SOW, Customer shall pay Meet Your the fees as stated monthly in advance. For fees and charges not otherwise paid monthly in advance, Customer shall pay Meet Your the amounts listed on Meet Your’s invoice by the due date specified in the Order Form or SOW. Payments not made within the applicable time period are subject to late charges equal to the lesser of (a) one and one-half percent (1.5%) per month of the overdue amount, or (b) the maximum amount permitted under law, plus in either case, costs of collection and reasonable attorneys’ fees. If Customer believes that an invoice is incorrect and Customer desires to obtain an adjustment of such invoice, Customer must provide Meet Your notice thereof including relevant details within thirty (30) days of the invoice date. Fees applicable to a renewal term may be adjusted with sixty (60) days’ notice to Customer prior to the start of such renewal term. Customer is responsible for all sales, use, and similar taxes. Customer shall pay all amounts in U.S. dollars.
6. Disclaimer of Warranties.
EXCEPT AS PROVIDED IN SECTIONS 1.6 (MUTUAL WARRANTIES) AND 1.7 (ADDITIONAL MEET YOUR WARRANTY), THE PROFESSIONAL SERVICES, THE MEET YOUR SAAS AND THE MEET YOUR PROPRIETARY CONTENT AND APPLICATIONS ARE PROVIDED “AS IS” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. MEET YOUR AND ITS VENDORS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, AND NON-INFRINGEMENT.
7. Limitation of Liability and Damages.
NEITHER MEET YOUR NOR ITS VENDORS NOR ITS LICENSORS WILL HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT DAMAGES, SUCH AS LOSS OF PROFITS, SALES, BUSINESS, OR DATA, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS DAMAGES, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT. THE TOTAL LIABILITY OF MEET YOUR AND ITS VENDORS AND LICENSORS TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER UNDER A CONTRACT, TORT, OR OTHER THEORY OF LIABILITY, FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES WILL NOT EXCEED THE TOTAL FEES PAID HEREUNDER BY CUSTOMER DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
8. Certain Definitions.
As used in this Agreement, the terms below when capitalized have the following meanings:
“Force Majeure Event” means any act or event, whether foreseen or unforeseen, that (a) prevents the Nonperforming Party (defined in Section 9.9) from either performing its obligations under this Agreement or satisfying any conditions to the obligations of the other party under this Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has been unable to avoid or overcome by the exercise of reasonable diligence. Notwithstanding the foregoing, a Force Majeure Event does not include economic hardship or cost increases.
“Meet Your SaaS” means the software as a service made available by Meet Your, accessible via the Internet, that provides functionality related to the display of salon services and available stylists, including any updates that Meet Your may provide.
“Permitted Use” means the display of Product Data on the Customer websites listed in an Order Form in the normal course of Customer’s business.
“Professional Services” means consulting services provided by Meet Your.
“Activation Data” means technical information that Meet Your gathers periodically to (i) facilitate the provision of updates to the Meet Your SaaS, and (ii) verify compliance with the terms of this Agreement.
“API” means the application programming interface that Meet Your makes available to Customer that is specifically designed to access the Meet Your SaaS from a website, and display certain Product Data to such website, including any updates that Meet Your may provide.
9. General Provisions.
9.1 Notices.
To be effective, any notice, consent, or communication required or permitted to be given in connection with this Agreement must be in writing and personally delivered or sent by messenger, overnight courier, email, or certified mail and addressed to the address specified in the most recent Order Form, to the attention of the persons listed therein. Each party shall promptly notify the other of any change to such party’s address or contact information. All notices, consents, and communications are deemed delivered and received by the receiving party (i) if personally delivered or delivered by messenger, on the date of delivery or on the date delivery was refused, (ii) if delivered by overnight courier or certified mail, on the date of delivery as established by the return receipt, courier service confirmation, or similar documentation (or the date on which the courier or postal service, as applicable, confirms that acceptance of delivery was refused or undeliverable), or (iii) if emailed, the date on which the email is confirmed through an acknowledgment of receipt by either the intended recipient or other third party confirmation of delivery service (with an automatic “read receipt” not constituting receipt of an email).
9.2 Amendments and Waivers.
No amendment or termination (other than termination as expressly permitted by this Agreement) of this Agreement is effective unless it is in writing and signed by the party against whom enforcement is sought. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Agreement, and no course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion or against any other person. To the extent any course of dealing, act, omission, failure, or delay in exercising any right or remedy under this Agreement constitutes the election of an inconsistent right or remedy, that election does not either constitute a waiver of any right or remedy or limit or prevent the subsequent enforcement of any provision.
9.3 Assignment.
Without the prior consent of the other party, neither party may (i) assign this Agreement or any of its rights under this Agreement, or (ii) delegate any performance under this Agreement, except in either case, to a successor in connection with a merger, sale of substantially all its assets, or similar reorganization. Any purported assignment or delegation in violation of this section will be void. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.
9.4 Governing Law.
The laws of the State of Wisconsin govern all matters arising out of or relating to this Agreement, including, without limitation, its interpretation, construction, performance, and enforcement, without giving effect to such state’s conflicts of law principles or rules of construction concerning the drafter hereof. The parties hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located in the state of Wisconsin, for the purpose of any suit, action, or other proceeding arising out of or based upon this Agreement, which courts are the exclusive forum for any such suit, action, or other proceeding.
9.5 Feedback.
Customer’s suggestions, comments, requests, and other feedback (collectively, “Feedback”) to Meet Your with respect to Meet Your’s offerings and services are welcomed by Meet Your. Feedback is voluntary, and Meet Your is not required to hold Feedback in confidence. Customer hereby grants Meet Your an irrevocable, non-exclusive, perpetual, royalty-free, worldwide license (with the right to assign and sublicense) to use, display, copy, distribute, make derivative works of, sell and import (a) Feedback and (b) for the sole purpose of improving or changing the Meet Your SaaS and any other Meet Your Proprietary Content and Applications, the Product Data. Nothing in this section is to be construed as granting Meet Your a right to use Customer’s trademarks in commerce.
9.6 Severability.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement will not be affected or impaired.
9.7 Entire Agreement.
This Agreement, together with the Order Forms, invoices and any other exhibits and attachments hereto and thereto, constitutes the entire and final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations, term sheets, letters, memoranda, and other discussions and agreements, either oral or in writing, between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. No provision of this Agreement may be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied on any statement, representation, warranty, or agreement of the other party except for those expressly contained in this Agreement. In the event of a conflict between the body of this Agreement and any Order Form, SOW, exhibit, or other attachment, the governing priority of the documents is as follows: (a) this Agreement, (b) Order Form(s), (c) SOW(s), and (d) exhibits or other attachments, unless (i) the conflicting provision expressly states that it amends or supersedes a document that is listed in this sentence as having higher governing priority, (ii) such document is signed or initialed by both parties, and (iii) such document is dated as of or after the document that it amends or supersedes.
9.8 Relationship of Parties.
The parties to this Agreement are independent contractors; there is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.
9.9 Force Majeure.
If a Force Majeure Event occurs, the party unable to perform (the “Nonperforming Party”) is excused from performing whatever is prevented by the Force Majeure Event to the extent so prevented, and satisfying whatever conditions precedent to the other party’s obligations that cannot be satisfied. A Force Majeure Event does not excuse the payment of money. When the Nonperforming Party is able to resume performance of its obligations under this Agreement, or satisfy the conditions precedent to the performing party’s obligations, it shall immediately do so. The relief offered by this section is the exclusive remedy available to the performing party with respect to a Force Majeure Event. Neither party will have the right to claim damages or to terminate this Agreement as a result of a Force Majeure Event.
9.10 Headings.
The descriptive headings of the sections and subsections of this Agreement are for convenience of reference only. They do not constitute a part of this Agreement and do not affect this Agreement’s construction or interpretation.
9.11 Counterparts.
If the parties sign this Agreement in counterparts, each counterpart constitutes an original, and all counterparts, collectively, constitute only one agreement. The signatures of all the parties need not appear on the same counterpart, and delivery of a signed counterpart signature page by fax or other electronic transmission is as effective as signing and delivering an original.
Meet Your Privacy Policy
Version 1.0 – June 29, 2021
Our Privacy Policy explains:
- What information we collect and why we collect it;
- How we use that information and when we disclose it;
- How to access and update your information; and
- The steps we take to protect your information.
This Privacy Policy applies to the information that we obtain through your use of MYI services, including any MYI website, platform, and/or web-based tools (collectively the “Services”). Please familiarize yourself with our policies, and if you have any questions contact us at info@meetyourinc.com. This policy is incorporated into and is subject to the Terms of Service Agreement.
Information We Collect
1. Information you provide to us
We collect the following information: Account and Profile Information on Sign Up: We collect information about you and your company when you register for an account and create or modify your profile through our Services. Information we collect includes your name, address, email address, phone number, and payment card details. You may provide this information directly through our Services or in some cases another user (such as an administrator or HIPAA Security Officer) creating an account on your behalf may provide it. If you provide information (including personal information) about someone else, you confirm that you have the authority to act for them and to consent to the collection and use of their personal information as described in this Privacy Policy. Content:We collect and store for our review and use content that you create, input, submit, post, upload, transmit, or store in the process of using our Services, including information from end users using our Services and/or that we host on your behalf. Such content may include any personal or other sensitive information submitted using our Services. Other submissions: We collect other data that you may submit to our Services or us directly, such as when you request customer support or communicate with us via email or social media sites.2. Information we collect from your use of our Services
Web Logs and Analytics Information: We record certain information and store it in log files when you interact with our Services. This information may include Internet protocol (IP) or other device addresses or ID numbers as well as browser type, Internet service provider, URLs of referring/exit pages, operating system, date/time stamp, information you search for, locale and language preferences, your mobile carrier, and system configuration information. We and our analytics providers also collect and store analytics information when you use our Services to help us improve our Services. Cookies and Other Tracking Technologies: We may use various technologies to collect information, including cookies that we save to your computer or mobile device. Cookies are small data files stored on your hard drive or in device memory. We use cookies to improve and customize our Services and your experience; to allow you to access and use the Services without re-entering your username or password; and to count visits and understand which areas and features of the Services are most popular. We may also associate the information we store in cookies with personal information you submit while on our Services. You can instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from websites you visit. If you do not accept cookies, however, you may not be able to use all aspects of our Services.3. Information we collect from other sources
Information from third party services: We may obtain information, including personal information, from third parties such as our partners and service providers, and combine it with other information we collect from you. Public information: We may obtain information, including personal information, from publicly available records, and combine it with other information we collect from you.How We Use Information We Collect
We may use the information we collect for a variety of purposes, including to:- Provide, operate, maintain, improve, personalize, and/or promote our Services;
- Develop new products, services, features, and/or functionality;
- Enable you to access and use our Services;
- Process and complete transactions, and send you related information, including purchase confirmations and invoices;
- Communicate with you, including: responding to your comments, questions, and requests; providing customer service and support; providing you with information about services, including technical notices, updates, security alerts, administrative messages, or advertising or marketing messages; and providing other news or information about us and our select partners;
- Monitor and analyze trends, usage, and activities in connection with our Services; and/or
- Investigate and prevent fraudulent transactions, unauthorized access to our Services, and other illegal activities.
We may also use the information we collect for other purposes about which we notify you.
Information Sharing and Disclosures
We may share your information in the following ways: With your express consent: We will share your personal information with companies, organizations, or individuals outside of MYI when we have your consent to do so. Your use: When you use our Services, certain features allow you to make some of your content accessible to the public or other users of the Services. We urge you to consider the sensitivity of any information prior to sharing it publicly or with other users. Access by your administrator: Your MYI account owner or HIPAA Security Officer may be able to:- Access information in and about your MYI account;
- Disclose, restrict, or access information that you have provided or that is made available to you when using your MYI account, including your content; and
- Control how your MYI account may be accessed or deleted.
- We believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or governmental request;
- To enforce our agreements, policies and terms of service;
- To protect the security or integrity of MYI’s products and services;
- To protect the property, rights, and safety of MYI, our customers or the public from harm or illegal activities;
- To respond to an emergency which we believe in the good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person; or
- To investigate and defend ourselves against any claims or allegations made by you or a third-party.
Business Transfers: We may share or transfer your information (including your personal information) in connection with, or during negotiations of, any merger, sale of company assets, financing, or acquisition of all or a portion of our business to another company. We will notify you of such a change in ownership or transfer of assets by posting a notice on our website. Aggregate or Non-identifying Data: We may share aggregate or other non-personal information that does not directly identify you with third parties in order to improve the overall experience of our Services.