AESTHETIC HQ LLC CLIENT TERMS OF SERVICE
Thank you for choosing Aesthetic HQ LLC, d/b/a Aesthetics HQ. Aesthetics HQ provides a software system through a software as a service model, referred to as the Aesthetic HQ platform (the “Platform”) for use by individuals (“Clients”) seeking to learn about certain procedures and connect with healthcare specialists and professionals (“Providers”) Aesthetic HQ LLC is referred to in these Terms of Service as “Aesthetics HQ” or simply “we” or “us.”
By clicking “I agree” and using the Platform, you are entering into a binding agreement with us and acknowledge your acceptance of the following terms and conditions (“Terms of Service”). You are referred to as “Client” or simply “you” in these Terms of Service.
THESE TERMS OF SERVICE TAKE EFFECT WHEN YOU CLICK THE “I AGREE” BUTTON AND CREATE YOUR CLIENT ACCOUNT (THE “EFFECTIVE DATE”). BY CLICKING ON THE “I AGREE” BUTTON AND ACCESSING OR USING THE PLATFORM YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF SERVICE; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE; AND (C) ACCEPT THESE TERMS OF SERVICE AND AGREE THAT YOU ARE LEGALLY BOUND BY SUCH TERMS.
Aesthetics HQ is designed to support the health decisions and choices you make. Always use common sense when making health decisions and consult with your doctor whenever appropriate. Aesthetics HQ does not make health decisions for you, but can help you find health care Providers with information. The Provider you select is responsible to provide you a notice of privacy practice at the first instance of your receiving services from that Provider. The information provided on the Platform and through the Services is not medical advice or medical care and no doctor-patient relationship is created through your use of these free services. Information displayed through the Services is not a substitute for medical advice, diagnosis, treatment, or care from your physician. Do not ignore or delay obtaining professional medical advice because of information accessed through our Services.
AGREEMENT TO THESE TERMS:
By using the Platform, you are authorizing us to share certain of your personal information with Provider’s registered on the Platform, when you request appointments with such Providers and for other purposes described in our Privacy Policy and on our website.
To access and/or use the Platform and all software, features and functionality provided therein, the mobile application to the extent made available, and the website (collectively, the “Services”), you acknowledge and accept the terms and conditions of these Terms of Service which include:
1. YOUR PERSONAL INFORMATION; CREATION OF CLIENT ACCOUNT AND PROFILE:
You agree that Aesthetics HQ may use and maintain your personal information according to our Privacy Policy and any changes made to the Privacy Policy as published by Aesthetics HQ. Individuals creating Client profiles and accounts are only permitted to upload information about themselves.
You will need to create a Client account and profile in order to use certain features of the Platform. You authorize us to collect information (e.g., name, address, email address, phone number, date of birth, ethnicity, gender identity, etc.) from you to do so (collectively, with all information requested to enable your account, “Client Account Information”). You will provide accurate, up-to-date Client Account Information, and we disclaim any liability arising from your failure to do so. Failure to provide accurate and up-to-date Client Account Information may limit your ability to use the Platform and affect the Platform’s accuracy and effectiveness. You must have a U.S. address and a U.S. based phone number in order to use the Platform and request appointments.
2. ACCESS AND USE:
Provision of Access.
Subject to and conditioned on your compliance with all terms and conditions of these Terms of Service, Aesthetics HQ hereby grants Client a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Platform and Services solely for your personal use.
Use Restrictions.
You shall not use the Services or Platform for any purposes beyond the scope of the access granted in these Terms of Service. You shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services or Platform, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Platform except as expressly permitted under these Terms of Service; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services or Platform, in whole or in part; or (iv) use the Services or Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, privacy right or other right of any person, or that violates any applicable Laws.
Aesthetics HQ may terminate your use of the Platform based on our reasonable suspicion that your activities are objectionable or promote, support or engage in any of the prohibited uses described above.
We take privacy and copyright rights seriously at Aesthetics HQ. We respect the privacy and copyrights of others and expect you to do the same. If you repeatedly violate the privacy rights of individuals or infringe the copyrights of others, we may terminate your account. Aesthetics HQ may terminate your use of the Platform based on our reasonable suspicion that your activities, business or products are objectionable or promote, support or engage in any of the prohibited uses described above. If you believe that your intellectual property or private information has been displayed on our Services without your permission, please contact us immediately.
Aggregated Data and Statistics.
Notwithstanding anything to the contrary in these Terms of Service, Aesthetics HQ may monitor your use of the Services and collect and compile data and information related to your use of the Services to be used by Aesthetics HQ in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Aesthetics HQ and you, all right, title, and interest in Aggregated Statistics, and all Intellectual Property rights therein, belong to and are retained solely by Aesthetics HQ. You acknowledge that Aesthetics HQ may compile Aggregated Statistics based on certain Client Account Information input into the Services. You agree that Aesthetics HQ may: (i) make Aggregated Statistics publicly available in compliance with applicable Laws; and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Laws.
Reservation of Rights.
Aesthetics HQ reserves all rights not expressly granted to Client in these Terms of Service. Except for the limited rights and licenses expressly granted under these Terms of Service, nothing in these Terms of Service grants, by implication, waiver, estoppel, or otherwise, to Client or any third-party any Intellectual Property rights or other right, title, or interest in or to the Aesthetics HQ Intellectual Property or Services.
3. CLIENT RESPONSIBILITIES:
Account Use.
You are responsible and liable for all use of the Services and Platform resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Service. Client shall be responsible for all acts and omissions of any individuals accessing the Services of Platform through Client’s account and for any Losses, or Third-Party Claims which result directly or indirectly from your use of the Services and Platform or other use which is unlawful or not in compliance with any of the terms and conditions of these Terms of Service, or any third-party terms and conditions.
Passwords and Access Credentials; Security.
You are responsible for keeping your passwords and access credentials associated with the Platform and Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials. You are further responsible for maintaining reasonable administrative, technical, and physical safeguards to protect data, usernames and passwords in your possession and control from unauthorized access, accidental loss and unauthorized modification. Aesthetics HQ shall not be liable for any losses or damages that you or others may suffer arising out of or relating to the hacking, tampering or otherwise unauthorized access or use of the Services arising from your account.
4. CLIENT ACCOUNT INFORMATION:
Client Account Information
All Client Account Information that you provide to us, upload to your account, or otherwise make available through the Platform or the Services, is and remains your property. Aesthetics HQ’s practices relating to the use and protection of any personally identifiable information provided to Aesthetics HQ are detailed in Aesthetics HQ’s Privacy Policy. You consent to Aesthetics HQ’s collection, use, storage and transmission of such Client Account Information, including any personally identifiable information, for Aesthetics HQ’s business and commercial purposes and activities.
Our information privacy policies do not apply to any information you provide directly to a Provider. The Provider you select is responsible for providing you with a notice of privacy practice at the first instance of your receiving services from that Provider.
License to Client Account Information
You hereby grant to Aesthetics HQ a royalty-free, fully-paid up, non-exclusive right and license to use, reproduce, modify, publish, distribute, perform, display, store, disclose consistent with the terms of the Privacy Policy, and transmit the Client Account Information through the Platform and Services, as may be necessary for Aesthetics HQ to provide the Services to you, such as, but not limited to sharing certain Client Account Information with Provider’s as part of your request to book an appointment.
Representations and Warranties Related to Client Account Information
By sending, uploading or otherwise making available any Client Account Information you represent and warrant you have right to grant the foregoing license. You acknowledge that you are responsible for all Client Account Information that you submit, and you, not Aesthetics HQ, have full responsibility for the Client Account Information, including its accuracy. This means that you, and not Aesthetics HQ, is entirely responsible for the Client Account Information that you post, upload or otherwise submit to the Platform. By uploading any Client Account Information, you represent and warrant that: (i) you control all of the rights to Client Account Information; and (iii) you have the rights necessary to grant the license described in these Terms of Service.
5. AESTHETICS HQ Intellectual Property:
Intellectual Property.
“Intellectual Property” means: (i) all works of authorship, including without limitation, all literary works, pictorial and graphic works, software, videos, and any other work that may be the subject matter of copyright protection and all worldwide registrations thereof (“Copyrights”); (ii) any trademarks, service marks, brand names, trade dress, trade names, designs and any other word, symbol, device, product configuration, slogan or any combination thereof used to distinguish or identify goods or services that may be the subject matter of trademark protection, including all worldwide applications and registrations therefore and associated goodwill (“Trademarks”); (iii) any patents, invention disclosures or inventions, including all methods, business methods, processes, machines, manufactures, systems and compositions of matter, designs and any other inventions that may be the subject matter of patent protection, and all worldwide statutory or other legal protection obtained or obtainable therein (“Patents”); (iv) all domain names, URLs, websites, and all data, content, “look and feel”, operating and underlying code or software of all websites and platform; and (v) all trade secrets, proprietary information, data, and knowledge and experience of a technical, commercial or administrative nature, including all proprietary information, know-how, information processes, operating, maintenance and other manuals, data and databases, computer programs, including all documentation, design specifications, and flowcharts, operational and other plans, schematics and drawings, data and lists, advertising (“Know-how”), marketing and product concepts and campaigns and other valuable or proprietary information or data.
Aesthetics HQ Intellectual Property.
Aesthetics HQ shall own and retain exclusive ownership of all right, title and interest in and to all Aesthetics HQ Intellectual Property. “Aesthetics HQ Intellectual Property” shall mean and include: (i) the Platform, the Aesthetics HQ mobile application and Aesthetics HQ website (including without limit all software, templates, object code, source code, middleware, APIs, interfaces, connectors, software layers, shims, work flows, engines, flow charts, documentation), modifications, updates, and upgrades; and (ii) all related Intellectual Property rights, and derivative works thereof; (iii) any improvements, enhancements, modifications and updates to any of the foregoing; and (vi) any Intellectual Property created by Aesthetics HQ in the provision of Services.
6. PROVIDER SERVICES; THIRD-PARTY PRODUCTS AND SERVICES:
Provider Services.
Aesthetics HQ makes no representations or warranties with respect to the Provider, or Provider services accessible for viewing or booking through the Platform. Aesthetics HQ is not a medical provider or insurance provider and does not replace a physician client relationship. Services provided by a Provider are rendered in the Provider’s professional judgment.
Always consult with your existing doctor or healthcare provider whenever you have a personal question about a medical condition or symptom. Never disregard professional medical advice or delay seeking medical advice or treatment, because of something you read or viewed on the Aesthetics HQ website or Platform. IMMEDIATELY CALL 911 OR YOUR LOCAL EMERGENCY SERVICES OR YOUR DOCTOR IF YOU BELIEVE YOU MAY HAVE OR DO HAVE A MEDICAL EMERGENCY.
Third-Party Products and Services.
“Third-Party Product(s) and Services” means a product, software, or service, including but not limited to all materials, data, designs, content, information, graphics, photographs, animations, audio and video contained therein, which is provided by a third-party provider, but which Aesthetics HQ provides access to through the Platform for use by Client, by direct contract with the third-party or products/services which third parties make available to Client directly for use through the Platform. In these Client Terms of Service, Third-Party Products and Services, specifically includes and refers to the services provided by Providers displayed on the Platform.
The Platform may also include information about or offers for Third-Party Products, including but not limited to insurance programs. Access to and use of Third-Party Products by Client may also be subject to third-party terms and conditions (if required by the third-party) in addition to the terms and conditions of these Terms of Service. Client may be able to view the relevant terms, conditions, licenses and/or notices for such Third-Party Products and Services on their respective websites. As applicable, the terms of Clients use of the Third-Party Products and Services are subject to and governed by the applicable third-party terms and conditions and privacy policies.
No Warranty; Indemnity for Third-Party Products and Services.
Client acknowledges and agrees that Aesthetics HQ is not responsible for any Third-Party Products and Services, including their accuracy, appropriateness, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Aesthetics HQ does not assume and will not have any liability or responsibility to Client or any other person or entity for any use of or reliance on any Third-Party Products and Services. Third-Party Products and Services and links thereto are provided solely as a convenience to Client and access and use of them is entirely at Clients own risk. By providing Client with Third Party Products and Services, Aesthetics HQ makes no representations, warranties, approvals, or endorsements regarding the Third-Party Products and Services provided or the nature, quality, or accuracy of such Third-Party Products and Services. Aesthetics HQ shall have no responsibility or liability to Client for any actions, omissions, breaches or negligence of Client as it relates to use of such products and such Third-Party terms and conditions, including without limit, any claims, damages, costs, liabilities, expenses or fees (including attorneys fees), and Client agrees to indemnify Aesthetics HQ for any Third-Party Claims arising from such Client actions, omissions, breaches or negligence.
7. REPRESENTATIONS AND WARRANTIES:
Client represents and warrants to Aesthetics HQ that: (i) Client will comply at all times with all applicable Laws in connection with the use of and access to the Platform and Third-Party Products and Services provided therein and otherwise in connection with the exercise of its rights and performance of its obligations under these Terms of Service; (ii) Client will be solely responsible for updating, maintaining and controlling all Client Account Information; and (iii) for all acts, omissions, negligence and willful acts of Client and all use occurring under or through the use of Client’s account.
8. FEEDBACK:
If you send or transmit any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third-party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
9. CHATBOTS:
When you use the Platform, you may use or interact with automated features like chatbots, powered by artificial intelligence, or similar technologies (“Chatbots”). Information generated by Chatbots may not be unique. While Chatbots are designed to improve your experience, these technologies are evolving and may have limitations such as generating outputs that are inaccurate or inappropriate to your situation. Conversations with the chatbots may be logged and stored by Aesthetics HQ to assist Aesthetics HQ in providing and enhancing their Services.
10. TERMINATION:
Aesthetics HQ shall have the right to terminate these Terms of Service, or suspend your use of the Services in Aesthetics HQ’s discretion, if: (i) you breach any material term or obligations of these Terms of Service, including without limit, the licensed rights, Aesthetics HQ’s Intellectual Property rights, or any third-parties rights and Client fails to cure such breach within ten (10) days after written notice thereof; (ii) Your use of the Services disrupts or poses a security risk to the Services; or (iii) Your use of the Services is for fraudulent or illegal activities. Aesthetics HQ will have no liability for any damage, liabilities, losses, or any other consequences that Client may incur as a result of a service suspension or termination. Upon any termination Client shall immediately cease all exercise of the rights under the license and access and use of the Platform. Aesthetics HQ shall have the right to immediately terminate without notice any access or use of the Platform.
11. AESTHETICS HQ COMMUNICATIONS:
In order to properly support and serve you, we occasionally need to reach out and contact you, and may do so in a variety of ways such as via text message, email or messaging functionality in the Platform. We want to provide you options for receiving communications from us, and as such you may opt-in or opt-out of receiving certain types of communications from us or sign up to receive certain kinds of messages from us. You will need to notify us of any changes to your contact details to ensure your preferences are updated.
You may provide us with your telephone number as part of your Client record or registration or via other methods. You understand and agree that Aesthetics HQ may use your telephone number for multi-factor authentication (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve Aesthetics HQ sending text messages containing security codes to your telephone number. You agree to receive these texts from Aesthetics HQ containing security codes as part of the MFA process.
In addition, you agree that Aesthetics HQ may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, fulfilling a request made by you through the Services, sending appointment reminders and sending you reminders to book additional appointments.
12. LIMITED WARRANTY AND WARRANTY DISCLAIMER:
Aesthetics HQ warrants that it provides the Services and Platform using a commercially reasonable level of care and skill.
THE FOREGOING WARRANTY DOES NOT APPLY, AND AESTHETICS HQ STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS AND SERVICES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE THE SERVICES ARE PROVIDED “AS IS” AND AESTHETICS HQ SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. AESTHETICS HQ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AESTHETICS HQ MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD-PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. AESTHETICS HQ DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SERVICES ARE SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT ANY DATA WILL REMAIN PRIVATE OR SECURE. AESTHETICS HQ MAKES NO WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS AND SERVICES, MATERIALS, DATA OR SERVICES.
13. INDEMNIFICATION:
Aesthetics HQ Indemnification.
Aesthetics HQ shall indemnify, defend, and hold harmless Client from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), incurred by Client resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with these Terms of Service, infringes or misappropriates such third-party’s U.S. Intellectual Property rights provided that Client promptly notifies Aesthetics HQ in writing of the Third-Party Claim, cooperates with Aesthetics HQ, and allows Aesthetics HQ sole authority to control the defense and settlement of such Third-Party Claim.
If such a Third-Party Claim is made or either party reasonably anticipates such a Third-Party Claim will be made, Client agrees to permit Aesthetics HQ, at Aesthetics HQ’s sole discretion to: (i) modify or replace the Services, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Client to continue use. If Aesthetics HQ determines that neither alternative is reasonably available, Aesthetics HQ may terminate these Terms of Service, in their entirety or with respect to the affected component or part, effective immediately on written notice to Client. This Section sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Services infringe, misappropriate, or otherwise violate any Intellectual Property rights of any third-party. This Section will not apply to the extent that any such Third-Party Claim arises from Client Account Information or Third-Party Products and Services.
Client Indemnification.
Client shall indemnify, hold harmless, and, at Aesthetics HQ’s option, defend Aesthetics HQ and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim: (i) that the Client Account Information or any use of the Client Account Information in accordance with these Terms of Service, infringes or misappropriates such third-party’s Intellectual Property rights; (ii) that the Client Account Information violate an individual’s right to privacy or confidentiality; or (iii) based on Client’s negligence or willful misconduct or use of the Services in a manner not authorized by these Terms of Service. Client may not settle any Third-Party Claim against Aesthetics HQ unless Aesthetics HQ consents to such settlement, and provided that Aesthetics HQ will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
14. LIMITATION OF LIABILITY:
IN NO EVENT WILL AESTHETICS HQ BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF SERVICE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT SERVICES, IN EACH CASE REGARDLESS OF WHETHER AESTHETICS HQ WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL AESTHETICS HQ’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO AESTHETICS HQ BY CLIENT UNDER THESE TERMS OF SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15. DISPUTE RESOLUTION:
Notwithstanding any other provisions of these Terms of Service, any controversy or claim arising out of or relating to these Terms of Service, or the breach thereof, shall initially be submitted to authorized representatives of Aesthetics HQ who shall meet in good faith with Client in an attempt to resolve any such dispute. If the parties cannot resolve a dispute through such a meeting then the dispute shall be submitted to binding arbitration in front of a single arbitrator, administered by the American Arbitration Association, under its Commercial Arbitration Rules, and judgment on the award rendered by the single arbitrator may be entered in any court having jurisdiction thereof. Venue for any such arbitration proceeding shall be in St. Johns County, Florida.
16. UPDATES TO THE TERMS OF SERVICE:
We may modify the provisions of these Terms of Service at any time. We may notify you of such modifications by posting through the Platform or on our website or by other means. It is important that you review these Terms of Service whenever we modify it because your continued use of the Platform indicates your agreement to the modifications. In some cases, you may need to accept changes to these Terms of Service to continue using the Platform. If you do not agree to the changes, you may stop using the Platform or terminate your account.
18. GENERAL TERMS AND CONDITIONS:
Entire Agreement and Modification.
The express written terms and conditions of these Terms of Service (including Aesthetics HQ’s Privacy Policy and Terms of Use, as such may be updated from time-to-time by Aesthetics HQ), each of which is hereby incorporated into these Terms of Service by reference, constitute the sole, exclusive, complete and final agreement and understanding of the Parties with respect to the subject matter of these Terms of Service and may not be waived, modified or rescinded, in whole or in part, except pursuant to a writing signed by duly authorized representatives of both parties. Any other prior and/or contemporaneous conversations, negotiations, understandings, agreements, expectations, promises, representations, covenants and warranties concerning the subject matter hereof are cancelled and superseded by these Terms of Service.
Compliance with Laws.
In exercising its rights under these Terms of Service, and carrying out its duties under these Terms of Service, each party shall comply with all applicable federal, state and local laws, regulations, rules, licensing requirements, privacy requirements, healthcare requirements, ordinances and other decrees of any governmental authority (collectively “Laws”). In the event either party at any time becomes aware of any facts or circumstances which involve, or appear reasonably likely to involve, any criminal conduct or imminent threat of criminal conduct by any party, each party shall have the right to notify law enforcement authorities and to cooperate fully with, but shall have no obligation to do so, unless and except to the extent as may otherwise be required by law or any bylaws, membership agreements, or other governing documents or policies of such party.
Governing Law, Venue, and Jurisdiction.
These Terms of Service will be governed and interpreted in accordance with the laws of the State of Delaware, United States of America, notwithstanding any principles of conflicts of law. If any party institutes a lawsuit or other action or proceeding pertaining to these Terms of Service, any right or obligation of any party hereunder, or any breach of these Terms of Service, then the sole and exclusive venue and jurisdiction for filing and maintaining any such lawsuit or other action or proceeding shall be in the Courts sitting in St. Johns County, Florida or the U.S. Northern District of Florida and each party waives the right to institute or maintain any such suit, action or proceeding in any other courts or forums whatsoever.
Export Regulation.
The Services may contain software, documentation, technology or other technical data, or any products that include or use any of the foregoing, the export, re-export or release of which to certain jurisdictions or countries is prohibited or requires an export license or other governmental approval, under any law or regulation, including the U.S. Export Administration Act and its associated regulations (“Controlled Technology”). Client shall not, and shall not knowingly cause, induce or permit, anyone to, export, re-export or release, directly or indirectly, any such Controlled Technology to any country, jurisdiction, person or entity to which the export, re-export or release of Controlled Technology: (i) is prohibited by applicable Laws or regulation; or (ii) without first obtaining the advance express written consent of Aesthetics HQ and completion all other legally required undertakings including obtaining all necessary export licenses and other governmental approvals. Aesthetics HQ shall have the right to deny or withhold its consent under this subsection in Aesthetics HQ’s sole discretion and for any reason or no reason.
Survival.
The confidentiality, indemnity, limitation of liability and each other provision of these Terms of Service that by its nature extends beyond the expiration or earlier termination of these Terms of Services will survive and continue in full force and effect after these Terms of Service expires or is earlier terminated.
Non-Waiver.
Notwithstanding the foregoing or any other provision of these Terms of Service, the waiver by either party of any default or breach of these Terms of Service shall not constitute a waiver of any subsequent default or breach, irrespective of its nature.
Severability.
If any provision of these Terms of Service, or any portion thereof, is held to be invalid, unlawful or unenforceable, such provision shall be severable from the remainder of these Terms of Service and shall be deemed stricken retroactively as of the Effective Date. The parties, or any tribunal of competent jurisdiction, shall substitute for the stricken provision a valid and enforceable provision that preserves the original intent and economic positions of the parties and the remaining provisions of these Terms of Service will remain in full force and effect. If any provision of these Terms of Service is invalid, illegal or unenforceable in a given jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms of Service or invalidate or render unenforceable such term or provision in any other jurisdiction.
Assignment and Delegation.
Client may not assign its rights or obligations under these Terms of Service to any third-party without first obtaining the express written consent of Aesthetics HQ. Aesthetics HQ may assign this these Terms of Service, and all of Aesthetics HQ’s rights and obligations hereunder to any of Aesthetics HQ’s subsidiaries or affiliates, to a parent entity, to a successor legal entity (by merger or otherwise), to any entity acquiring all or substantially all of the assets of Aesthetics HQ or to a purchaser of all or substantially all of the equity ownership interests of Aesthetics HQ.
LAST UPDATED: January 31, 2024
