Terms Of Use

1.     INTRODUCTION

LEGAL NOTICE: ACCESSING THIS WEBSITE OR VIEWING ANY OF ITS CONTENTS SHALL CONSTITUTE YOUR AGREEMENT WITH THE TERMS AND CONDITIONS BELOW.

These Terms of Use (“Terms of Use”) describe the terms and conditions applicable to your access and use of www.medspa.brightcraftcenter.com  (the “Website”) and other online and mobile services and applications that link to or post these Terms of Use, and to your use of any BrightCraft Medical Spa, Inc. (“Company”, “we”, “us”, or “our”) products and services provided to you on, from, or through the Website (collectively, the “Products and Services”). The Products and Services are owned, operated, and controlled by Company.

By visiting the Website or using the Products and Services, you (“User”, “You”, “Your”) signify Your agreement to (1) these Terms of Use, and (2) Company’s Privacy Policy found on the Website and incorporated herein by reference. YOUR USE OF THE PRODUCTS AND SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTING AND AGREEING TO THESE TERMS OF USE. IF THESE TERMS OF USE ARE NOT COMPLETELY ACCEPTABLE TO YOU, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THE PRODUCTS AND SERVICES.

Company may, at any time, for any reason and without notice, make changes to (i) the Website, including its look, feel, format, and content, as well as (ii) the Products and Services. Any modifications will take effect when posted. Therefore, each time you access the Website or use the Products and Services, you need to review the Legal Terms upon which access and use of these Products and Services is conditioned. By your continuing use of the Products and Services after changes are posted, you will be deemed to have accepted such changes.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Nothing in this Terms of Use shall be deemed to confer any third-party rights or benefits.

2.    COPYRIGHT AND LIMITATIONS ON USE

The Website, as well as the Products and Services, are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other laws. Unless otherwise indicated, any Content, including, but not limited to, graphic images, buttons, layout, trademarks, service marks, logos, text, and other materials contained in the Website, or the Products and Services, are the exclusive property of Company or its third-party licensors. Except as expressly provided under this Section, You may not use, reproduce, modify, transmit, distribute, or publicly display any portion thereof without the prior written permission of Company.

You are only authorized to view, use, copy for your records, and download small portions of the Content (including without limitation text, graphics, software, audio and video files, and photos) for your informational, non-commercial use, provided you leave all the copyright notices, including copyright management information, or other proprietary notices intact. You may not store, modify, reproduce, transmit, reverse engineer, or distribute a significant portion of the Content, or the design or layout or individual sections of the Content, in any form or media. The systematic retrieval of data is also prohibited.

The commercial use, reproduction, transmission, or distribution of any information, software, or other material available through the Website or the Products and Services without the prior written consent of Company is strictly prohibited.

3.     ACCOUNT INFORMATION AND SERVICE ACCESS

a.       The Products and Services are not available to any Users suspended or removed from the Website.

b.       Company reserves the right to refuse registration of, or cancel, any account or access to the Products and Services by any User in its reasonable discretion, at any time.

c.       Company accounts will be accessed through a User ID and password that You will create (Your “Credentials”). Your Credentials are solely for Your use and must not be shared with other Users. All Users must have their own account, User ID, and Credentials. You agree that Your Credentials and the information You provide upon registration and at all other times will be true, accurate, current, and complete. You are responsible for maintaining the confidentiality of Your account password and for all the activities that occur in Your account. You agree to immediately notify Company of any unauthorized use of Your account, password, Credentials, or any other breach of security. You agree that Company will not be liable for any loss or damage arising from Your failure to provide us with accurate information or to keep Your password secure.

d.       Except as expressly permitted by Company, You agree that the Products and Services are to be accessed only for Your own purposes and not for resale or unauthorized distribution to any third party.

e.       Each Account is for one User.

4.     USAGE POLICY

3.1    Subject to Your acceptance of and compliance with this Terms of Use and with the payment requirements for the Products and Services, Company hereby grants You a limited, non-exclusive, non- transferable, non-sublicensable, revocable right and license in and under our intellectual property rights to access and use the Products and Services solely in accordance with the terms and conditions of this Terms of Use. Unless explicitly stated otherwise, any new features provided by Company that augment or enhance the current Products and Services shall also constitute “Products and Services” and shall be subject to these terms and conditions. You may not, nor allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble, or reverse engineer the Products and Services for any purpose whatsoever. You may not allow any unauthorized third party to access the Products and Services for any purpose whatsoever. All rights not expressly granted under this Terms of Use are retained by Company.

3.2  You shall not use the Products and Services to: a) circumvent or disable any technological features or security measures implemented in the Products and Services; b) violate any law, published policy, or any applicable third-party policy or requirement communicated or otherwise made available by Company; c) violate or infringe upon Company’s or a third party’s Intellectual Property, publicity privacy, or other tangible or intangible rights and/or use, without a valid license, any material or content that is subject to third-party proprietary rights; d) transmit any illegal content; e) use the Products and Services for benchmarking or for any other purpose other than as necessary to use the Products and Services You are authorized to use; f) stalk, harass, harm another individual, engage in spamming, phishing, pharming or other unsolicited advertising, marketing, or other activities in connection with any unsolicited communications (commercial or otherwise) including unsolicited or unwanted phone calls, voicemails, or text messages; g) engage in a fraudulent activity to the prejudice of third-parties or otherwise use the Products and Services to bypass phone identification systems; h) use any type of spider, virus, worm, trojan-horse, time bomb, or any other

codes or instructions that are designed to distort, delete, damage, emulate, or disassemble the Products and Services; i) expose any third party to material that is offensive, harmful to minors, indecent or otherwise objectionable in any way, regardless of whether such activity is lawfully permitted; j) send any communications, including email messages on behalf of, or purporting to originate on behalf of Company; and k) breach any duty of confidentiality that You owe to another User or any other person or entity. Company may impose additional restrictions upon notice or posting to the Website from time to time. Company may suspend or terminate the Products and Services and/or this Terms of Use in accordance with Section 4 if, in Company’s sole discretion, Your use of the Products and Services violates the terms of this Section 3.

3.4 Company may call You about Your account and, for the purposes of any such call(s), You may be subject to call recording and hereby consent to the same, subject to any applicable laws and our restrictions and obligations thereunder, including, where permissible, to record the entirety of such calls regardless of whether Company asks You on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which Company is a party.

4.    MOBILE SERVICES

 If you access the Products and Services through a mobile device, you agree that information about your use of the Products and Services through your mobile device and carrier may be communicated to us, including but not limited to your mobile carrier, your mobile device, or your physical location. In addition, use of the Products and Services through a mobile device may cause data to be displayed on and through your mobile device. By accessing the Products and Services using a mobile device, you represent that to the extent you import any of your data to your mobile device that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge You are responsible for all charges and necessary permissions related to accessing the Products and Services through your mobile access provider. Therefore, you should check with your provider to find out if the Products and Services are available and the terms for these services for your specific mobile devices.

By using any downloadable application to enable your use of the Products and Services, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the Application provided at download or installation, or as may be updated from time to time.

5.    TERMINATION

 Company may terminate the right of any User to access the Products and Services at any time, with or without cause, in Company’s absolute discretion and without notice. Any statement in the Terms of Use or elsewhere on the Website of specific grounds for termination of a User’s right to access the Products and Services shall in no manner limit Company’s absolute right to terminate any User’s access to the Products and Services.

6.    LINKS

 Company may offer links to other web sites operated by other entities as a convenience to You in the belief that making hyperlinks available to publicly accessible web pages and newsgroups is legally permissible and consistent with the common, customary expectations of those who make use of the Internet. Company makes no representation regarding the content or accuracy of any web site that You may access through the Website. Company does not monitor and is not responsible for the content found on other web sites that are linked from the Website. Inclusion of these links on the Website does not imply endorsement, recommendation or sponsorship for any linked web site or the services, products, or advice described on any such web site. Accordingly, Company assumes no responsibility or liability for the content of any linked sites. Before entering any linked site, You should review and understand that site’s privacy policy.

You may not link to the Website without Company’s written permission.

7.     NO WARRANTIES

 YOU UNDERSTAND THAT COMPANY AND ITS PRODUCTS AND SERVICES ARE TOOLS TO ASSIST YOU PROVIDE YOUR SERVICES. COMPANY MAKES NO WARRANTIES THAT THE PRODUCTS AND SERVICES WILL BE SUCCESSFUL IN THAT REGARD. YOU AGREE THAT USING THE PRODUCTS AND SERVICES IS AT YOUR OWN RISK.

THE WEBSITE, PRODUCTS AND SERVICES, AND ANY CONTENT ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SYSTEMS INTEGRATION, ACCURACY, AND NON- INFRINGEMENT, ALL OF WHICH COMPANY EXPRESSLY DISCLAIMS. COMPANY DOES NOT ENDORSE AND MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF THE CONTENT, AND COMPANY WILL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE WEBSITE, THE PRODUCTS AND SERVICES, OR ANY CONTENT. COMPANY HAS NO DUTY TO UPDATE THE CONTENT. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE WEBSITE OR THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR ANY RESULTS OR OTHER CONSEQUENCES OF ACCESSING THE WEBSITE OR THE PRODUCTS AND SERVICES, USING THE CONTENT, AND FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN IS FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. THIS WARRANTY DISCLAIMER MAY BE DIFFERENT IN CONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY COMPANY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

8.    LIMITATION OF LIABILITY

YOUR USE OF THE CONTENT, WEBSITE, OR THE PRODUCTS AND SERVICES IS AT YOUR OWN RISK. COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO, USE OF, OR RELIANCE ON THE CONTENT, WEBSITE, OR PRODUCTS AND SERVICES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR THAT ARISE IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION, OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, PROGRAMS, OR FILES, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE PRODUCTS AND SERVICES, OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, THE PRODUCTS AND SERVICES OR THE WEBSITE. THIS LIMITATION OF LIABILITY MAY BE DIFFERENT IN CONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY COMPANY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL COMPANY’S TOTAL AGGREGATE LIABILITY EXCEED $100.00 U.S. DOLLARS.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS TERMS OF USE OR YOUR USE OF THE WEBSITE OR PRODUCTS AND SERVICES.

9.    INDEMNIFICATION

 You agree to indemnify and hold harmless Company and Company’s subsidiaries, affiliates, directors, officers, agents, licensors, or other partners and employees, from and against all liabilities, claims, and expenses, including reasonable attorneys’ fees, made by any third party due to or arising out of any content that You submit, post, or transmit to or through the Website or the Products and Services, Your use of the Products and Services, Your violation of these Terms of Use, or Your violation of any rights of another individual or entity.

10.           ARBITRATION

 Except as regarding any action seeking equitable relief, including without limitation for the purpose of protecting any Company confidential information and/or intellectual property rights, any controversy or claim arising out of or relating to these Terms of Use or the Products and Services shall be settled by binding arbitration in accordance with the commercial arbitration rules in effect at the time the proceedings begin of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be held in the county of the Company’s principal office.

All information relating to or disclosed by any party in connection with the arbitration of any disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorization of the party furnishing such information. Such information shall not be disclosed by the arbitrator without the prior written authorization of all parties. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings.

Judgment upon the award returned by the arbitrator may be entered in any court having jurisdiction over the parties or their assets or application of enforcement, as the case may be. Any award by the arbitrator shall be the sole and exclusive remedy of the parties. The parties hereby waive all rights to judicial review of the arbitrator’s decision and any award contained therein.

11.       GOVERNING LAW, LOCATION, AND MISCELLANEOUS

 These Terms of Use shall be governed in all respects by the laws of the State of California, without reference to its choice of law rules. If an applicable law is in conflict with any part of the Terms of Use, the Terms of Use will be deemed modified to conform to the law. The other provisions will not be affected by any such modification.

These Terms of Use and any rights and licenses granted hereunder may not be transferred or assigned by You but may be assigned by Company without restriction.

12.       SEPARATE AGREEMENTS

You may have other agreements with Company. Those agreements are separate and in addition to these Terms of Use. These Terms of Use do not modify, revise, or amend the terms of any other agreements you may have with Company. In the event of a conflict between the provisions of any agreement and this Terms of Use, the provisions of the applicable agreement shall control.

13.      BETA SERVICES

From time to time, Company may offer new Products and Services (limited preview services or new features to existing Products and Services) in a pre-release version. New products and services, new features to existing Products and Services, or limited preview services shall be known, individually and collectively, as “Beta Services”. If You elect to use any Beta Services, then Your use of the Beta Services is subject to the following terms and conditions: (i) You acknowledge and agree that the Beta Services are pre-release versions and may not work properly; (ii) You acknowledge and agree that your use of the Beta Services may expose You to unusual risks of operational failures; (iii) The Beta Services are provided as-is, and Company does not recommend using them in production or mission critical environments; (iv) Company reserves the right to modify, change, or discontinue any aspect of the Beta Services at any time; (v) commercially released versions of the Beta Services may change substantially, and programs that use or run with the Beta Services may not work with the commercially released versions or subsequent releases; (vi) Company may limit availability of customer service support time dedicated to support of the Beta Services; (vii) You acknowledge and agree to provide prompt feedback regarding Your experience with the Beta Services in a form reasonably requested by Company, including information necessary to enable Company to duplicate errors or problems You experience; (viii) You acknowledge and agree that Company may track Your browsing behavior, links clicked, Your device type, and collect various data, including analytics, about how You use and interact with our Beta Services; (ix) You acknowledge and agree that all information regarding Your use of the Beta Services, including Your experience with and opinions regarding the Beta Services, is confidential and may not be disclosed to a third party or used for any purpose other than providing feedback to Company; and (x) The Beta Services are provided “as is”, “as available”, and “with all faults”.

You acknowledge and agree that Company may use Tour feedback for any purpose, including product development purposes. At Company’s request You will provide us with comments that we may use publicly for press materials and marketing collateral. Any intellectual property inherent in Your feedback or arising from Your use of the Beta Services shall be owned exclusively by Company. To the fullest extent permitted by law, Company disclaims any and all warranties, statutory, express, or implied, with respect to the Beta Services including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.

14.      ADDITIONAL RESERVATION OF RIGHTS

Company expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Products and Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by Company in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Company in offering or delivering any Products and Services, (ii) to assist with Company’s fraud and abuse detection and prevention efforts, (iii) to comply with court orders against You with applicable local, state, national, and international laws, rules, and regulations, (iv) to comply with requests of law enforcement, including subpoena requests, (v) to comply with any dispute resolution process, (vi) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (vii) to avoid any civil or criminal liability on the part of Company, its officers, directors, employees, and agents, as well as Company’s affiliates, including but not limited to instances where You have sued or threatened to sue Company, or (viii) to respond to an excessive amount of complaints related in any way to Your Account that could result in damage to Company’s business, operations, reputation, or shareholders.

Company expressly reserves the right to terminate, without notice to You, any and all Products and Services where, in Company’s sole discretion, You are harassing or threatening Company and/or any of Company’s employees.