Master Service Terms
By agreeing to these Master Service Terms (“Terms”), the parties agree that UltraViolet Beauty LLC. (“UVB”) will provide services in connection with UltraViolet Beauty websites, mobile applications, and other properties (including non-UVB properties if included in the Service Program purchased by Client) (collectively, the “Website”) that you, as “Client” (also referred to throughout these Terms as “you” or “your”), purchased from UVB as described in Section 1 of these Terms (the “Service Programs”), subject to your compliance with these Terms. Each purchase from UVB is set forth in an order form which may take the form of an online order form or a purchase order document (either provided in electronic format or paper), each an (“Order Form”), and will include a description of the Service Programs being purchased, applicable fees, the date the Service Program starts (“Service Start Date”), special promotions, the duration of the servicing commitment (“Commitment Period”), renewal terms, any Early Termination Fees and other relevant information. Each Order Form is governed by and incorporated into these Terms. UVB may at any time replace the features associated with any Service Program with features of substantially similar value. The Service Programs are provided to Clients in the United States.
You and UVB agree that any calls with UVB, whether or not initiated by UVB, may be monitored and recorded for quality purposes.
By agreeing to these Terms, you represent and warrant that you have full legal power and authority to enter into these Terms, perform the obligations hereunder, and authorize and pay the fee payments set forth in the Order Form.
1. Service Programs
“UVB Services”: A “Service” occurs when UVB displays a specific reference to the Client’s business or a method of contacting or interacting with Client’s business via the Site. UVB uses a real time algorithm to determine which Services are displayed on the Sites. The pool of services in each program is determined by a number of factors, including, relevance, the predicted Click through rate for the Clients Services, competition, Minimum Price and other factors. An “Ad Click” is a single instance for which UVB records that a user acted on the Websites by clicking on it or in connection with an Ad Service, such as requesting information, quotes, or appointments. Predicted Click Through Rate is the value assigned by UVB that represents the likelihood that a user will Click on the Ad Service. UltraViolet Beauty determines Minimum Service Price using factors such as category, location, relevance for the Service to the user and other factors. Each factor is dynamic which means that the Minimum Service Price can vary at any time. If there are no competing services in a program, the Client’s Ad Service is displayed and the Client will pay its Minimum Price per Click. If there are multiple services in a program, UVB uses a real time auto-algorithm that ranks the services based on Predicted Click Through Rate, price, relevance, competition and other factors. Client agrees that UltraViolet Beauty may implement and modify this real time auto-algorithm in an effort to maximize the number of Clicks that Clients receive in order to fulfill its UVB Service budget. The Client with the highest apposite wins the service. UVB calculates a Final Price for each “winning” client which is the service based on relevance and the rate of return price for the client. The “winning client” pays the Final Price of Service. Client agrees to pay UVB for the total Services received during the time period set forth in the Order Form not to exceed the Client’s UVB Service Budget amount. UltraViolet Beauty will determine, in its sole discretion, the total number of Services that appear on the Sites, how to implement the auto-algorithm system, and how to measure Clicks. All UVB Ad charges will be based on UVB’s measurement of number of Services and UVB’s determination of all service pricing.
“Business Page Upgrades”: means the enhanced services on the Websites, including but not limited to Enhanced Profile, Photo Slideshow, Restrict Competitors’ Ads, Featured Video, and Call to Action or other Services as further described on the Order Form.
“Branded Profile Program”: allows Client to access premium features in connection with its business profile page, such as listing updates, photo slideshow, and account support.
“Enhanced Profile Program”: allows Client to access additional premium features in connection with its business profile page, such as competitive ad removal from the Client business page, photo slideshow, and account support.
“Ad Impressions Program”: delivers a specified number of Ad Impressions to the Websites to promote Client’s business. An “Ad Impression” occurs when UVB displays a specific reference to the Client’s business or a method of contacting or interacting with Client’s business via the Site. This program includes an Enhanced Profile, which allows Client to access premium features in connection with its business page, such as competitive ad removal from the Client business page, photo slideshow, and account management support.
“Featured Video”: Client provides a video to UVB that the Client has the rights to display on the Site, subject to UVB’s specifications and guidelines. Client may choose to use UVB’s third party video production partner to produce the video by purchasing Video Production through UltraViolet Beauty. UVB will display the video for the duration of the associated Service. Video hosting fees for the Client’s initial Ad Program will commence on the Service Start Date, regardless of whether Client has made its video available on the Site.
“Video Production”: UltraViolet Beauty third party video production partner will produce a brief, compelling video about Client’s business, shot at Client’s location by a professional videographer, subject to UVB specifications and guidelines. The cost of video production is $300 (“Video Production Fee”). The Video Production Fee is waived when Featured Video is purchased. If during the initial Commitment Period, the Client terminates the Agreement or downgrades or makes changes to an Ad Program that does not include Featured Video, the Client will be billed for the Video Production Fee.
“Call Tracking Program”: Replaces the phone number displayed on the Client’s business profile pages on the Site with temporary local or toll-free tracking phone numbers. Tracking numbers provided by UVB are the property of UVB or its service providers, and cannot be retained by Client. Client will be charged monthly at the rate set forth in the Order Form. Local numbers are based on availability. If local numbers are not available in a specific area code, UVB reserves the right to substitute toll free tracking numbers.
2. Fees and Payment
You agree to pay UltraViolet Beauty the fees for the Services for the duration of the Commitment Period and any applicable renewal periods as specified in each Order Form. The fees are fixed for the duration of the Commitment Period, if a Commitment Period is specified in an Order Form, but may be modified by UVB thereafter by providing one (1) month’s prior written notice to Client. All fees are net of any taxes Client may be required to pay in its taxing jurisdiction. You are responsible for any taxes and government charges, if any. Payments are due in arrears or in advance of the period for which they apply as set forth in the applicable Order Form. Unpaid amounts or errors may be billed by UVB in subsequent invoices or in subsequent billing cycles. However, if Client’s payment method fails or Client’s account is past due, UVB may collect past due amounts using other collection mechanisms, and Client agrees to pay all expenses associated with such collection, including reasonable attorneys’ fees.
If the Business Page Upgrade Service Programs are purchased individually, UVB may require that all fees be paid in advance in monthly installments. When you purchase a Service Program that includes Business Page Upgrades and UltraViolet Beauty Ads, a portion of your fees will cover your Business Page Upgrades and a portion will be used as a budget for UVB Ads.
IF CLIENT PROVIDES ULTRAVIOLET BEAUTY WITH CREDIT CARD, DEBIT CARD, OR BANK ACCOUNT INFORMATION (“PAYMENT METHOD”), CLIENT AUTHORIZES ULTRAVIOLET BEAUTY TO USE SUCH PAYMENT INFORMATION TO AUTOMATICALLY CHARGE CLIENT ON A RECURRING BASIS TO COLLECT ALL FEES DUE HEREUNDER. CLIENT REPRESENTS THAT HE OR SHE IS AUTHORIZED TO INCUR CHARGES AGAINST THE PAYMENT METHOD USED TO PURCHASE SERVICES. THE FORM OF PAYMENT METHOD CANNOT BE CHANGED OR ALTERED UNLESS ALL AMOUNTS DUE UNDER THE TERMS HAVE BEEN PAID IN FULL OR OTHERWISE AGREED TO BY THE PARTIES IN WRITING.
UVB WILL UPDATE CLIENT’S PAYMENT METHOD INFORMATION IF UVB IS NOTIFIED BY CLIENT’S BANK OR PAYMENT CARD PROVIDER THAT THE PAYMENT METHOD INFORMATION HAS CHANGED OR HAS BEEN UPDATED.
3. Representations and Warranties
Each party represents and warrants to the other that it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was organized; all contact and entity information is complete, correct and current, and the execution and delivery of the Terms, and the performance of the transactions contemplated hereby, are within its corporate powers, and have been duly authorized by all necessary corporate action.
Client represents and warrants to UltraVioletBeauty that any information or materials that Client provides in connection with Ad Programs (“Advertising Materials”) will (a) be true and complete, (b) not contain any material that violates UVB’s Content Guidelines or that is otherwise unlawful, defamatory or obscene, or that infringes or violates any third‐party rights (including any intellectual property rights or privacy or publicity rights) or that may encourage a criminal offense or otherwise give rise to civil liability and (c) comply with all applicable laws and regulations in its performance of the Terms (including all applicable privacy / data protection laws and regulations and laws related to Promotions). “Promotions” are any contest, sweepstakes, coupon or other promotion appearing on or promoted through the Site by Client. UVB reserves the right to reject. Or remove any Services at its sole discretion; and to alter any Advertising Materials to conform to technical specifications of the Websites.
Client further represents and warrants to UltraViolet Beauty that Client will not, and will not authorize or induce any other party, to: (x) generate automated, fraudulent or otherwise invalid Ad Impressions, inquiries, conversions, Clicks or other actions; (y) use any automated means or form of scraping, copying or data extraction to access, query or otherwise collect UVB content and/or reviews from the Site, except as expressly permitted by UVB or (z) use any UVB trademarks in any manner without UVB’s prior written consent. All rights not expressly granted to Client hereunder are reserved by UltraViolet Beauty.
4. Information About and Use of the Site
The Websites allow consumers to post ratings and reviews about businesses. Like Client’s. Purchasing Ad Programs does not impact ratings or reviews. The Websites employ automated software in an effort to showcase the most reliable and useful services, while displaying other services less prominently. Client understands that while UltraViolet Beauty uses such automated software to identify potentially less helpful services, the software may sometimes suppress legitimate services or fail to detect illegitimate services. Client’s purchase of Ad Programs will not influence the automated software or otherwise allow or enable Client, directly or indirectly, to alter services or impact whether, where, or how services appear on the Websites. UVB disclaims all liability arising from UVB’s access to Client’s account on Client’s behalf in order to make changes or post information to the Site (“Client Instructions”). It is Client’s responsibility to confirm that Client Instructions are executed as requested. Client’s use of the Websites, including any use by someone else acting on Client’s instructions, is governed by the Terms of Service posted here: https://ultravioletbeauty.com/terms-of-service/ (“TOS”).
5. Term, Service Changes & Termination
6. UVB’S DISCLAIMER OF WARRANTIES
CLIENT ACKNOWLEDGES AND AGREES THAT AD SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS”. “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. UVB MAKES NO WARRANTIES; EITHER EXPRESS OR IMPLIED; ABOUT THE AD SERVICES AND EXPRESSLY DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, ULTRAVIOLET BEAUTY SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING (I) THE PERFORMANCE; QUALITY; AND RESULTS OF THE AD SERVICES; INCLUDING CLICK RATES; CONVERSIONS; AND ANY USER-GENERATED CONTENT THAT APPEARS IN YOUR AD SERVICES. (II) THE ACCURACY OF THE INFORMATION AND METRICS THAT UVB PROVIDES IN CONNECTION WITH THE WEBSITES OR AD SERVICES (E.G., TRAFFIC, USER VIEW (A SINGLE INSTANCE FOR WHICH UVB RECORDS OR HAS RECORDED THAT THE WEBSITE, OR A PARTICULAR PAGE OR PORTION OF THE SITE, WAS ACCESSED OR VIEWED), VISITORS, USERS, DEMOGRAPHICS, AND BEHAVIORAL INFORMATION ABOUT VISITORS AND USERS), AND (III) THE PLACEMENT, CONTENT, PROMOTIONAL VALUE, QUALITY, TIMING, OR NUMBER OF AD IMPRESSIONS. UVB SHALL NOT BE LIABLE FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL. WHILE UVB WILL TRY TO TARGET AD SERVICES TO PARTICULAR USERS; TYPES OF USERS; USER LOCATIONS; USER QUERIES; OR OTHER USER BEHAVIORS; UVB MAY NOT BE ABLE TO ACHIEVE A CLIENT’S SPECIFIC EXPECTATION OF ACCURATE AD TARGETING.
7. LIMITATIONS OF LIABILITY
(a) THIRD PARTIES MAY INADVERTENTLY; OR FOR FRAUDULENT; OR IMPROPER PURPOSES GENERATE AD IMPRESSIONS. USER VIEWS, CALLS OR CLICKS (“THIRD-PARTY ACTIVITY”). WHICH MAY IMPACT THE FEES YOU PAY ULTRAVIOLET BEAUTY AND THE PERCEIVED EFFECTIVENESS OF AD SERVICES. CLIENT ACCEPTS THE RISK OF THIRD-PARTY ACTIVITY WITHOUT LIABILITY TO UVB. THEREFORE, THE PARTIES AGREE THAT UVB HAS NO LIABILITY FOR CLAIMS ARISING FROM OR IN CONNECTION WITH THIRD-PARTY ACTIVITY EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, IN WHICH CASE UVB’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IS A REFUND IN THE FORM OF REPLACEMENT ADVERTISING SERVICES ON THE SITE EQUAL TO THE NUMBER OF THIRD-PARTY ACTIVITY. TO THE EXTENT THAT UVB ITSELF INADVERTENTLY GENERATES AD IMPRESSIONS, USER VIEWS, OR CLICKS, UVB’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IS A REFUND IN THE FORM OF REPLACEMENT ADVERTISING SERVICES EQUAL TO THE NUMBER OF SUCH INVALID AD IMPRESSIONS, USER VIEWS, OR CLICKS, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW. ULTRAVIOLET BEAUTY’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IN THE EVENT OF ANY UNDER-DELIVERY OF AD IMPRESSIONS IN ANY GIVEN MONTH IS, AT UVB’S SOLE DISCRETION, FOR UVB TO EITHER (I) DELIVER THE SHORTFALL OF AD IMPRESSIONS IN SUBSEQUENT MONTHS OR (II) PROVIDE A REFUND OF THE OVERCHARGED AMOUNT, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW.
(b) FOR ALL OTHER CLAIMS ARISING FROM; RELATED TO; OR IN CONNECTION WITH AN ORDER FORM; AD SERVICES; OR THE TERMS THAT ARE NOT EXPRESSLY ADDRESSED IN SECTION 7 (a). ABOVE, UVB’S (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES) MAXIMUM AGGREGATE LIABILITY AND CLIENT’S EXCLUSIVE AGGREGATE REMEDY IS THE TOTAL FEES PAYABLE TO UVB. HEREUNDER DURING THE SPECIFIED COMMITMENT PERIOD EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
(c) OTHER THAN AS MAY BE CONTAINED IN AN EARLY TERMINATION FEE INDICATED IN AN ORDER FORM. NEITHER PARTY NOR ITS AFFILIATES; DIRECTORS; OFFICERS; OR EMPLOYEES; WILL BE LIABLE FOR ANY INDIRECT; INCIDENTAL; CONSEQUENTIAL; SPECIAL; OR EXEMPLARY DAMAGES. (INCLUDING LOSS OF PROFITS. OR REVENUE. OR INTERRUPTION OF BUSINESS) ARISING FROM, RELATED TO, OR IN CONNECTION WITH AN ORDER FORM, THE AD SERVICES, THE WEBSITES, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY. EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION 8 SHALL APPLY REGARDLESS OF WHETHER THE LIABILITY ARISES OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY.
Client will indemnify; defend; and hold UltraViolet Beauty and its officers; directors; agents; affiliates; and employees harmless from and against any and all third party claims; actions; losses; damages; liabilities; costs; and expenses (including but not limited to attorneys’ fees and court costs), (collectively a “Third Party Claim”) arising out of. Or in connection with (i) the Advertising Materials, Client Instructions, or Client’s use of Ad Programs, (ii) any breach of representations or warranties provided under these Terms by Client, (iii) any Promotion, including any claims for any violation by the Promotion of any applicable law, rule or regulation, (iv) Client’s products or services or the provision thereof to end users or (v) if applicable, failure to obtain the consent from all parties to recorded phone calls originating from the Tracking Numbers if Client has enrolled in the Pay-Per-Call Program. Firstly, UVB will notify Client promptly of any Third Party Claim for which it seeks indemnification and will permit Client to control the defense of such Third Party Claim with counsel chosen by Client; provided, that Client will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of UVB without UVB’s prior written consent.
9. Choice of Law and Arbitration
(a) Any claim; controversy; cause of action; or dispute that might arise between Client and UltraViolet Beauty. (“Claim”) will be exclusively governed by laws of the United States of America; and the State of California consistent with the Federal Arbitration Act. Without regard to conflict of law provisions. Or giving effect to any principles that may provide for the application of the laws of another jurisdiction. Client agrees that any subpoena; third-party discovery request; or other third-party process directed to UltraViolet Beauty must issue from; or be domesticated by the state or federal courts. Located within San Diego County, California.
(b) All Claims must be exclusively and finally resolved and settled by final and binding arbitration. Administered by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Before a single arbitrator who is a member of the AAA. Arbitrations will be held in San Diego, California. But the parties may choose for themselves whether to appear in person; by phone; or through the submission of documents. The arbitrator will issue a ruling in writing. It will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law. Or legal reasoning, and the ruling may be vacated. Or corrected on appeal to a court of competent jurisdiction for such errors. The arbitrator’s ruling will otherwise be final and binding on all parties; and may be entered in any court of competent jurisdiction. NOT WITHSTANDING THE FOREGOING. FOR ANY CLAIM THAT IS NOT SUBJECT TO ARBITRATION. YOU AGREE TO SUBMIT AND CONSENT. TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN; AND THE EXCLUSIVE VENUE OF; THE STATE AND FEDERAL COURTS. LOCATED WITHIN SAN DIEGO COUNTY, CALIFORNIA. WHICH IS THE PLACE OF PERFORMANCE OF THESE TERMS.
(c) CLIENT AND ULTRAVIOLET BEAUTY AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER. ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES. NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH CLIENT AND UVB AGREE; OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SUBSECTION (C), AND THIS SUBSECTION (C) IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT. SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
(a) Any of Client’s terms or conditions that are in addition to or different from those contained in. Or added by way of interlineation to the Terms. Including any Order Form, as originally provided to Client by UVB. That are not separately expressly agreed to in writing by both parties. Are deemed material and are hereby objected to and rejected by UltraViolet Beauty. No conditions, printed or otherwise; appearing on other contracts; orders; or copy instructions that conflict with; vary; or add to these Terms will be binding on UltraViolet Beauty. Any conflicting or additional terms contained in any other documents or oral discussions are void. The Terms embodies the entire and exclusive agreement between the parties. Respecting the subject matter herein, and supersedes any and all prior related oral; emailed; or written representations; and agreements between the parties. No statements or promises by either party have been relied upon in entering into the Terms. Except as expressly set forth herein.
(b) Notices under the Terms must be in writing and sent via the following methods. UltraViolet Beauty may provide effective notice to Client. By facsimile, registered or certified mail, commercial courier. Or by sending an email to the email address specified in the Client Information section. Or as provided within your Business Owner Account. The notice will be deemed received when received by Client. But in any event no later than two (2) days after dispatch by UVB. Any notices sent by Client to UVB must be sent via registered or certified mail. Or commercial courier to its General Counsel at UltraViolet Beauty LLC., 6955 Camino Maquiladora Suite A, San Diego, California, 92154. Though notices of termination for convenience may also be sent via email as specified above in Section 5. That will be deemed received when such notice is received by UVB.
(c) Any conflict among the Terms, TOS, and Order Forms. Will be resolved first in favor of the Order Forms (most recent first, if applicable). Then the Terms and then the TOS. The Terms may not be amended or modified except as agreed upon in writing by the parties. So, no provision in the Terms may be waived. Except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. Client may not assign any rights or obligations under the Terms without UltraViolet Beauty’s prior written consent. Any purported assignment by Client shall be void. If any provision of the Terms is held to be invalid or unenforceable. The parties will either substitute for the affected provision a valid or enforceable provision. That approximates the intent and economic effect of the affected provision or strike. Such provision without further prejudice to the Terms. Such that all remaining provisions of the Terms shall remain in full force and effect. Sections 6, 7, 8, 9, and 10 of the Terms will survive any termination of the Terms.
Last updated: May 10, 2020