Vagaro User Agreement

The terms of this User Agreement ("Terms") are provided by Vagaro, Inc. and its affiliates ("Company", "we", "our" or "us"). These Terms apply to an individual customer ("you") and your access and use of (1) our websites located at https://www.vagaro.com/pro, and all successor links and associated web pages, websites, and social media pages (the "Sites"), (2) mobile applications that may be downloaded to your smartphone or tablet (each an "App"), and (3) online services (collectively (1) to (3), the "Services"). For clarity, these Terms apply whether or not you create an account with us. If you are accessing or using our Products or Services on behalf of a business customer of Company, please see the Business Customer Terms of Services https://www.vagaro.com/pro/vagaro-customer-participation-agreement; these Terms do not apply to you.

YOU AND COMPANY AGREE TO RESOLVE MOST DISPUTES SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. IF YOU DO NOT WISH TO ARBITRATE DISPUTES WITH COMPANY, YOU MAY OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 10(j). If you do not agree to these Terms, you may not use or purchase our Services.

For information about how we collect, use, disclose, and otherwise process information about you, please see our privacy policy https://www.vagaro.com/pro/privacy.

Separate terms and conditions apply to your reservation, purchase and use of products or services from third parties, including from our business customers (such parties, "Third Party Provider," such products and services, "Third Party Services," and such terms and conditions, "Third Party Services Terms"). REGARDLESS OF WHETHER YOU RESERVED, PURCHASED, OR ACCESSED ANY THIRD PARTY SERVICE THROUGH OUR SERVICES, YOUR INTERACTION WITH ANY THIRD PARTY PROVIDER AND YOUR PURCHASE AND USE OF ANY THIRD PARTY SERVICE ARE SOLELY BETWEEN YOU AND THE APPLICABLE THIRD PARTY PROVIDER, NOT US. YOU AGREE TO RESOLVE ANY DISPUTES REGARDING ANY THIRD PARTY PROVIDER, THIRD PARTY SERVICE, AND THIRD PARTY SERVICE TERMS WITH THE APPLICABLE THIRD PARTY PROVIDER, NOT US.

From time to time, we may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services. If there is a conflict between these Terms and those additional terms, the additional terms will control for that conflict.

We may make changes to these Terms from time to time. If we make changes, we will notify you by revising the date at the top of these Terms. If we make material changes, we will provide you with additional notice (such as by adding a statement to our websites or sending you a notification). Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services.

1. Eligibility, Accounts

(a) Age. You must be over 18 years of age (or the age of legal majority where the user lives) to use our Services.

(b) Jurisdiction. You may only use our Services in jurisdictions authorized by Company. Use of our Services is currently authorized only in the United States, Canada, Australia and United Kingdom. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

(c) Account. Although these Terms apply regardless of whether you create or use an account, you may create an account with Company in order to use many core features of our Services. You may not share or permit others to use your account credentials. You will promptly update any information contained in your account if it changes. You must use a strong password for your account that is unique to our Services and not used by you in any other online service. You must maintain the security of your account, and promptly notify us if you discover or suspect that someone has accessed your account without your permission. We reserve the right to reject, require that you change, or reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.

2. User Content

(a) User Content. Our Services may allow you and other users to create, post, store, and share content, including ratings, reviews, posts, messages, text, photos, videos, and other materials (collectively, "User Content"). Depending on your account settings and the features made available via our Services, when you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. If you choose to make any of your information publicly available through the Services, you do so at your own risk. Except for the license you grant below, as between you and Company, you retain all rights in and to your User Content, excluding any portion of the Services included in your User Content. You grant Company and our end users a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you or any third party. To the extent permitted under law, you hereby irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory.

(b) Prohibited User Content. You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that:

• Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;

• Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law;

• May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;

• Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;

• Impersonates, or misrepresents your affiliation with, any person or entity;

• Contains any unsolicited promotions, political campaigning, advertising, or solicitations;

• Contains any private or personal information of a third party without such third party's consent;

• Contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or

• In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Company or others to any harm or liability of any type.

(c) Remedies. We expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. That said, we may:

• Delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including without limitation for any violations of applicable law or these Terms;
• Terminate or suspend your access to all or part of the Services, temporarily or permanently, if your User Content is reasonably likely, in our sole determination, to violate applicable law or these Terms;
• Take any action with respect to your User Content that is necessary or appropriate, in Company's sole discretion, to ensure compliance with applicable law and these Terms, or to protect Company's rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and
• As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services.

3. Prohibited Conduct

You will not use our Services if you are not eligible to use our Services in accordance with Section 1 and will not use our Services other than for their intended purpose. Further, you will not:

• Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;

• Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;

• Use or attempt to use another user's account or information without authorization from that user and Company;

• Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;

• Sell or resell our Services;

• Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;

• Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;

• Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;

• Reverse engineer any aspect of our Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services;

• Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services except in accordance with instructions contained in our robot.txt file and only to compile for search results, provided that Company grants to the operators of public search engines permission to use spiders to copy materials from our websites for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Company reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;

• Develop or use any applications or software that interact with our Services without our prior written consent;

• Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; or

• Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.

4. Promotions

Any sweepstakes, contests, raffles, surveys, games, or other promotions made available through the Services may be governed by rules that are separate from these Terms. If you participate in any promotions, you agree to be bound by and comply with the applicable rules. If the rules for a promotion conflict with these Terms, the promotion rules will govern.

5. Intellectual Property

(a) Ownership. The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights therein and thereto, are owned by Company or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors.

(b) Limited License. Subject to your compliance with these Terms (including Sections 2 and 3), you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use, and, solely with respect to any mobile application we distribute through an app store, the right to install and use such application on a mobile device that you own or control. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights. Our Services are licensed (not sold), and if you fail to comply with any of the terms or conditions of these Terms, you must immediately cease using the Services.

(c) Feedback. You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Company, our business or any of our Services (collectively, "Feedback"). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

(d) Trademarks. "Vagaro" and our logos, product or service names, slogans, and the look and feel of the Services are trademarks of Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

6. Repeat Infringer Policy; Copyright Complaints

(a) Our Policy. In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others (our "DMCA Policy").

(b) Reporting Claims of Copyright Infringement. If you believe that any content on our Services infringe any copyright that you own or control, you may notify Company's designated agent (your notification, a "DMCA Notice") as follows:

Designated Agent: Adam Zachs
Address: 4430 Rosewood Drive, Suite 500, Pleasanton, CA 94588
Telephone Number: (925) 727-3345
Email Address: legal@vagaro.com

Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on our Services is infringing, you may be liable to Company for certain costs and damages.

7. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Company and our affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the "Company Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Indemnifiable Claims") arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); (e) your conduct in connection with the Services; and (f) your interaction with any Third Party Provider, access to or use of any Third Party Service, or violation of Third Party Service Terms. You will promptly notify Company Parties of any third-party Indemnifiable Claims, cooperate with Company Parties in defending such Indemnifiable Claims, and pay all fees, costs, and expenses associated with defending such Indemnifiable Claims (including attorneys’ fees). The Company Parties will have control of the defense or settlement, at Company's sole option, of any third-party Indemnifiable Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company or the other Company Parties.

8. Disclaimers

Your use of our Services and any content or materials provided therein or therewith is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Services, and any content or materials provided therein or therewith are provided “as is” and “as available” without warranties of any kind, either express or implied. Company disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Company does not represent or warrant that our Services or any content provided therein or therewith are accurate, complete, reliable, current, or error-free or that access to our Services or any content provided therein or therewith will be uninterrupted. You assume the entire risk as to the quality and performance of the Services and any content provided therein or therewith. For clarity, Company is not liable for any Third Party Service or Third Party Provider.

9. Limitation of Liability

(a) To the fullest extent permitted by applicable law, Company and the other Company Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if Company or the other Company Parties have been advised of the possibility of such damages.

(b) The total liability of Company and the other Company Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use the Services giving rise to the claim.

(c) The limitations set forth in this Section 9 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Company or the other Company Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

(d) To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

10. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND COMPANY TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU AND COMPANY CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND COMPANY FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND COMPANY AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

YOU AND COMPANY EACH ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF EITHER PARTY'S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 10(j), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.

(a) Claims This Section Applies To. This Section 11 applies to all Claims between you and Company. A "Claim" is any dispute, claim, or controversy (excluding those exceptions listed in Section 10(c), below) between you and Company, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either party wishes to seek legal recourse and that arises from or relates to these Terms or the Services, including any claims related to the use or operation of the Services, the purchase of any products or services made available through the Services, all privacy or data security claims, and all claims related to the validity, enforceability, or scope of this Section or any portion of it.

(b) Informal Dispute Resolution Before Arbitration. If you believe you have a Claim against Company or if Company believes it has a Claim against you, you and Company will first attempt to resolve the Claim informally to try to resolve the Claim more quickly and reduce costs for both parties. You and Company will make a good-faith effort to negotiate the resolution of any Claim for 45 days (“Informal Resolution Period”), from the day either party receives a written notice of a dispute from the other party that satisfies the requirements of this Section 10(b) (a “Claimant Notice”). The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. The Informal Resolution Period may be extended by the parties’ mutual written agreement.

You must send any Claimant Notice to Company by certified mail, addressed to Vagaro, Inc., Attn: Legal Department, 4430 Rosewood Drive, Suite 500, Pleasanton, CA 94588, or by email to legal@vagaro.com.Company will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Company. The party sending a Claimant Notice (the “Claimant”) will ensure it includes: (i) the Claimant’s name, address, email address, and telephone number; (ii) a description of the nature of and basis for the Claim, including the date(s) on which the Claim arose and the facts on which the Claim is based; (iii) the specific relief sought; and (iv) a personally signed statement from the Claimant themselves (and not their counsel) verifying the accuracy of the contents of the Claimant Notice.

No arbitration demand ("Arbitration Demand") may be filed or proceed before a Claimant Notice is sent and the Informal Resolution Period has concluded. If you or Company files an Arbitration Demand without complying with the requirements in this Section 10, including the requirement to wait for the Informal Resolution Period to conclude, the other party may seek relief from a court to enjoin such filing and for such other relief as the court deems proper. The prevailing party in any such action shall be entitled to recover its costs and reasonable attorneys’ fees incurred in seeking such relief.

To facilitate the parties' efforts to reach an efficient resolution of any Claim, the applicable statutes of limitation will be tolled, and all deadlines associated with arbitration fees deferred, from the commencement of the Informal Dispute Resolution Process through the date when suit or arbitration may be filed under these Terms.

(c) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property rights of you or Company, including any disputes in which you or Company seek injunctive or other equitable relief for the alleged unlawful use of your or Company's intellectual property ("IP Claims"), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 11(b) must be resolved by a neutral arbitrator through final and binding arbitration rather than in court. Claims subject to binding arbitration include, without limitation, disputes arising out of or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this arbitration provision or any portion of it.

(d) Binding Individual Arbitration. Except as otherwise expressly permitted by this Section 11, any Claim may be resolved only through binding individual arbitration conducted by the American Arbitration Association (the "AAA"), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., ("FAA"). If you are a "Consumer," meaning that you only use the Services for personal, family, or household purposes, the then-current version of the AAA's Consumer Arbitration Rules, as modified by these Terms (the "Rules"), will apply to Claims between you and Company. If you are not a Consumer, the then-current version of the AAA's Commercial Arbitration Rules and Mediation Procedures, as modified by these Terms, will apply to Claims between you and Company.

These Terms affect interstate commerce, and the enforceability of this Section 11 will be substantively and procedurally governed by the FAA to the maximum extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. As allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Company to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

(e) Arbitration Procedure and Location. You or Company may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing an Arbitration Demand with AAA in accordance with the Rules.

Instructions for filing a demand with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Company by certified mail addressed to Vagaro, Inc., Attn: Legal Department, 4430 Rosewood Drive, Suite 500, Pleasanton, CA 94588, or by email to legal@vagaro.com. Company will send any demand for arbitration to you by certified mail or, if no physical address has been provided, by email using the contact information you have provided to Company.

The arbitration will be conducted by a single arbitrator in the English language. You and Company both agree that the arbitrator will be bound by these Terms.

For Claims in which the Claimant seeks less than USD $10,000, the arbitrator will decide the matter based solely on written submissions, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the Claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is determined to be necessary, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Company agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

(f) Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.

(g) Frivolous or Improper Claims. To the extent permitted by applicable law, a Claimant must pay all costs incurred by the defending party, including any attorney’s fees and arbitration fees, related to a Claim if an arbitrator determines that: (i) the Claim was not warranted by existing law or by a nonfrivolous argument; (ii) the factual contentions for the Claim lacked evidentiary support when filed or were unlikely to have evidentiary support after a reasonable opportunity for further investigation; or (iii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

(h) Confidentiality. If you or Company files a Claim in arbitration, you and Company agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Company agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

(i) Mass Disputes. If 25 or more Claimant Notices are received by a party that raise similar Claims and have the same or coordinated counsel, these will be considered a "Mass Dispute" and the provisions of this Section will apply to all such Claimant Notices. A Claimant Notice in a Mass Dispute may proceed to arbitration only as set forth below.

(j) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted a version of these Terms by emailing legal@vagaro.com. To be effective, the opt-out notice must be on your own behalf and include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 12(b).

(k) Rejection of Modifications to this Section. You may reject any change we make to this Section 10 (except changes to notice addresses) as to you, by emailing legal@vagaro.com within 30 days of the date of the change. To be effective, you must send the notice or rejection on your own behalf, and you must include your full name, mailing address, and email address. The notice must clearly indicate your intent to reject changes to Section 10. You may reject changes to Section 10 only as a whole. You may not reject only certain changes to Section 10. If you reject changes made to Section 10, the most recent version of Section 10 that you have not rejected will continue to apply.

(l) Two Years to Assert Claims. To the extent permitted by law, any Claim by you or Company against the other must be included in a Claimant Notice within two years after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Company will no longer have the right to assert that Claim.

(m) Severability. If any portion of this Section 10 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable: (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 10 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 10; and (iii) to the extent that any claims may proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 10 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 10 will be enforceable.

11. Modifying and Terminating Our Services

We reserve the right to: modify our Services or to suspend or terminate providing all or part of our Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Services will be governed by the Terms, unless otherwise expressly stated by Company in writing. You also have the right to stop using our Services at any time, and you may terminate these Terms by ceasing use of our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.

12. General

(a) Severability. Except as stated in Section 10(m), if any portion of these Terms is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms, (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms, and (iii) the unenforceable or unlawful provision may be revised to the extent required to render these Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve these Terms and the intent of these Terms to the fullest possible extent.

(b) Governing Law. Any dispute, claim, or controversy arises from or relates to these Terms or the Services will be governed by and construed and enforced in accordance with the laws of the State of California, except to the extent preempted by U.S. federal Law, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arises from or relates to these Terms or our Services that is not subject to arbitration pursuant to Section 10 that cannot be heard in small claims court will be resolved exclusively, in the County of Los Angeles, California. You and Company waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section will not apply to you to the extent that local law conflicts with this section.

(c) Miscellaneous. All sections of these Terms that, by their nature, should survive termination will survive termination. Company's failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word "including" will be interpreted to mean "including without limitation." Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.

(d) Contact. If you have a question or complaint regarding the Services, please send an email to legal@vagaro.com. You may also contact us by writing to 4430 Rosewood Drive, Suite 500, Pleasanton, CA 94588, or by calling us at 1-800-919-0157. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us. Further, under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.

13. Additional Terms Applicable to Mobile Devices

The following terms apply if you install, access, or use our mobile application for any device that contains the iOS mobile operating system (the "iOS App") developed by Apple Inc. ("Apple").

(a) Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple. Subject to these Terms, Company, not Apple, is solely responsible for this iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple Media Services Terms and Conditions as of the date you download the App, and in the event of any conflict, the Usage Rules in those terms will govern if they are more restrictive. You acknowledge that you have had the opportunity to review the Usage Rules.

(b) Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch, iPad, or any other Apple device that you own or control as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.

(c) Maintenance and Support. You and Company acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App.

(d) Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the iOS App. As stated in the Terms, we provide the iOS App without warranty of any kind. However, in the event of any failure of the iOS App to conform to any applicable warranty not fully disclaimed, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App. The parties acknowledge that to the extent that there are any applicable warranties not fully disclaimed, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Company.

(e) Product Claims. Subject to the Terms, you and Company acknowledge that as between Apple and Company, Company, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (i) product liability claims, (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.

(f) Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, subject to the Terms, Company, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.

(g) Developer Name and Address. Any questions, complaints, or claims with respect to the iOS App should be directed to:

(h) Third-Party Terms of Agreement. You will comply with any applicable third-party terms when using the Services.

(i) Third-Party Beneficiary. Apple and its subsidiaries are third-party beneficiaries of this Section 13 of the Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 13 of the Terms against you as a third-party beneficiary thereof.