Glamic Provider Agreement

Last Updated: January 1^st, 2022

This services agreement (“Agreement”) is entered into by and between Glamic Inc. and its affiliated companies (“Glamic Inc.”), and you on your own behalf, or on behalf of the entity on whose behalf you may act, as an independent beauty, health, entertainment, and wellness professional (“Glamic Provider”).

This Agreement shall be effective on the date that Glamic Provider completes the Registration Forms (as defined below) set out on the Service and Glamic accepts such Registration Forms by indicating same in writing via email (the “Effective Date”). 

By clicking “I Agree” and submitting your Registration Forms or by otherwise using the Service (as defined below), you agree to accept and abide by this Agreement, being effective as of the Effective Date. 

Please read this Agreement carefully before the Registration for or use of the Service. Considering COVID-19, Glamic Providers will also be required to acknowledge, agree, and sign off on additional safety policies circulated by Glamic. This Agreement includes the Registration Form and any policies or guidelines of Glamic and governs the terms pursuant to which Glamic Provider may use, and Glamic will provide access to, the Service.

1 DEFINITIONS; PRINCIPLES OF INTERPRETATION

1.1 Definitions

In addition to the words and phrases defined within this Agreement, the following capitalized words and phrases shall have the following meanings:

“Account” has the meaning set out in Section 3.

“Service Failure” means circumstances where Glamic Provider: (i) cancels a Confirmed Appointment within (48) hours of the scheduled time for such Confirmed Appointment; (ii) is more than 30 minutes late for a Confirmed Appointment; or (iii) does not attend a Confirmed Appointment.

“Business Day” means a day other than a Saturday, Sunday or bank or another public holiday in Canada.

“Community Guidelines” means the Glamic guidelines attached hereto as Schedule A. 

“Confidential Information” means all information relating to or disclosed during this Agreement, which is or should be reasonably understood to be confidential or proprietary to the disclosing party, including the Service. Confidential Information does not include any information that the receiving party can demonstrate: (i) was publicly available at the time of disclosure to it; (ii) was published or otherwise became publicly available after disclosure to the receiving party, through no fault of its own; (iii) was in the possession of the receiving party at the time of disclosure to it from a third party who had a lawful right to such information and disclosed such information to it, without a breach of a duty owed to the disclosing party; or (iv) was independently developed by the receiving party without reference to Confidential Information of the disclosing party, as proven by dated written records. Confidential Information excludes Glamic Provider Data and Glamic Provider Content.

“Confirmed Appointment” means a Request which has been accepted via instant booking or otherwise approved by Glamic Provider and for which Glamic has provided a Confirmation Notice to Glamic Provider.

“Content” means all informational text, data, software documentation, photographs, graphics, audio, video, graphics, messages, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof.

“HST” means the tax imposed under Part IX of the Excise Tax Act (Canada).

 “Intellectual Property Rights” means all worldwide intellectual property rights arising under statutory or common law or by contract, now existing or hereafter filed, issued, or acquired, including all: (i) patent rights and rights under patent applications; (ii) rights associated with works of authorship including copyrights and moral rights, and any applications therefor; (iii) rights relating to the protection of trade secrets; (iv) rights in trademarks, service marks, logos, trade dress, trade names, and design patent rights, and any applications therefor, and (v) any right analogous or related to the foregoing and any other proprietary rights relating to intangible property.

“Protected Entity” means: (i) any other Glamic Provider engaged by Glamic, any employee or other business contact with whom Glamic has a contractual relationship or has otherwise engaged in connection with its business operations; (ii) any Glamic Member that Glamic Provider had direct business dealings with or was introduced to in connection with the Service.

“Personal Information” means information about any identifiable individual but excludes business contact information. 

“Glamic Provider Content” means Content, which Glamic Provider submits, posts, stores, displays, uploads, or transmits on or through the Service. 

“Glamic Provider Data” means electronic data of Glamic Provider loaded or inputted into the Service by or on behalf of Glamic Provider. 

“Glamic Member” means users of the Service other than Glamic Provider.

“Transportation Fee” has the meaning set out in Section 8.1(iii)

“Partner Fee” has the meaning set out in Section 8.1(ii)

“Platform Fee” has the meaning set out in Section 8.1(i).

“Registration” means the application process (pursuant to a Registration Form) by which Glamic Provider obtains approval from Glamic to use the Service.

“Registration Forms” means the Account creation and registration document: (i) provided by Glamic through the Service and completed by Glamic Provider and accepted by Glamic; or (ii) another registration document signed by Glamic Provider and Glamic, in each case prior to Glamic Provider’s initial login into the Service, representing Glamic Provider’s registration to use the Service and which is subject to and incorporated into this Agreement.

“Request” means a request for a service made by a Glamic Member via the Service.

“Sales Taxes” means all applicable value-added, sales, use, consumption, multi-staged, personal property, customs, excise, stamp, transfer or similar taxes, duties or charges, including all applicable HST.

“Platform Service” means the Glamic online platform and referral solution as made available by Glamic via Glamic.com, the Glamic mobile applications and the related Glamic web and/or mobile applications, which allow Glamic Provider to manage the booking of Services, pricing, requests, and Glamic Member contact information, and all fixes, upgrades, updates, versions, and releases of same to extent made available to Glamic Provider during any Term.

“Ultimate Service Failure” means circumstances where Glamic Provider: (i) fails to perform a Service as specified in the parameters of a Confirmation Notice; or (ii) is more than 30 minutes late for a Confirmed Appointment. 

“Service Fee” means Glamic Provider services charges that are pre-approved and posted to the Service by Glamic and charged to Glamic Members in respect of any completed Services. 

“Term” means the duration for which Glamic Provider may use the Service as set forth in Section 9.1.

“Service” means list of service offerings of Glamic Provider described on the Service and that a Glamic Member may request using the Service.

“Virus” means any virus, trojan horse or computer software code, time bombs, harmful or malicious data, or other undocumented programs routines or devices designed or reasonably likely to disable, damage, impair, erase, deactivate, or electronically repossess software or data.

2 ACCESS TO GLAMIC PLATFORM

2.1 Glamic Services

Glamic will make the Platform Service available during the Term to Glamic Provider for its internal business operations pursuant to the terms of this Agreement and as such Glamic Provider may, subject to the terms of this Agreement: 

access and use the Platform Service in accordance with the licence set out in section 2.2.

make available, through the Platform Service, Glamic Provider’s Services; and

receive the agreed upon Provider Fee for each completed Service. 

2.2 Licence

Subject to the terms and conditions of this Agreement, Glamic grants Glamic Provider a limited, non-assignable, non-sublicensable, and non-exclusive right during the Term for Glamic Provider to access and use the Service for the sole purpose of accessing and enjoying the benefit of the Service, in the manner permitted by this Agreement and as made available by Glamic, and not for resale. 

2.3 Account Limitations

Unless otherwise agreed between the Parties in writing, the Service may only be accessed by Glamic Provider in accordance with its Account and this Agreement. Glamic Provider shall be solely responsible for ensuring that its collection, use and disclosure of all Glamic Provider Data and Glamic Content, including with respect to Personal Information, and any other data regarding Glamic Provider’s use of the Service, follows applicable laws.

2.4 Software 

In connection with the Service, Glamic Provider will have online access to software from Glamic, the use of which shall be governed by this Agreement. Glamic reserves all other rights to all such software. Glamic Provider’s license to use such software shall immediately terminate upon the termination of this Agreement. 

2.5 Non-Glamic Networks

Glamic Provider acknowledges and agrees that: (a) Glamic Provider’s electronic communications will involve transmission over the networks which are not owned and/or operated by Glamic, including the Internet (the “Non-Glamic Networks”); (b) electronic communications may be accessed by unauthorized parties when communicated across the Non-Glamic Networks; and (c) Glamic is not responsible for any electronic communications, Glamic Provider Content, and/or Glamic Provider Data which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across the Non-Glamic Networks.

2.6 Technical Requirements

To access and use the Service, Glamic Provider must ensure it has access to an Internet connection and has access to a device with a modern standards-compliant web browser and have location services turned on and authorized during application usage. Glamic Provider must ensure they have cellular services to make inbound and outbound calls and or text messaging.

2.7 Suspension

In addition to its other rights under this Agreement, Glamic may at its sole discretion suspend or terminate Glamic Provider’s access to the Service without notice or explanation to and for any reason, including to: (a) prevent damage to or degradation of the Service; (b) address or investigate any Glamic Member complaints; (c) address or investigate any violation of this Agreement by Glamic Provider; (d) comply with any applicable law, court order, or other governmental request or order; or (e) respond to any non-payment or disputes in connection with any fees payable hereunder.

3. THE SERVICE AUTHORIZED ACCOUNTS

Glamic Provider shall access and manage its profile as a Glamic Provider on the Service by means of a provider user account which will be assigned to the Glamic Provider by Glamic (“Account”). For clarity, the foregoing Account excludes any use of the Service by the Glamic Provider to book services, for which the Glamic Provider may do so by creating a separate Glamic Member account. Glamic Provider is responsible for all activity occurring under such Account, including all services provided to Glamic Members, and shall abide by all applicable local, provincial/state, national and foreign laws in connection with Glamic Provider’s use of the Service and provision of Services, including those related to data privacy, international communications and the transmission of technical or Personal Information. Glamic Provider shall ensure that it assigns appropriate passwords to its Account and shall keep such passwords secure. Glamic Provider shall: (a) notify Glamic immediately of any unauthorized use of any password or Account or any other known or suspected breach of security; and (b) not impersonate another person or provide false identity information to gain access to or use the Service. Without limitation, Glamic may immediately remove or suspend any Account affected by the activities described in the foregoing paragraphs (a) or (b).

4. RESTRICTIONS

4.1 Glamic Provider will not do or attempt to do any of the following:

access or use, or permit any third party to access or use, the Service, except as expressly permitted by this Agreement.

copy, frame or mirror any part or Content of the Service including the look and feel of the Service or any part thereof, or any ideas, features, functions, or graphics of the Service.

copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, decompile or access for a purpose that is competitive to the Service, the Service or any part thereof or otherwise attempt to discover any source code or modify the Service in any manner or form, or sell, resell, rent or lease the Service or otherwise commercially exploit any part of the Service or make any part of the Service available to a third party, including as a service bureau;

use the Service, including images or other assets generated by the Service, to assist Glamic Provider or any third party with the purchase of material from, or the use of services provided by, any person other than Glamic.

use the Service (a) to store or transmit materials which are infringing, libelous, or otherwise unlawful or tortious; offensive; or in violation of third-party privacy rights, or (b) otherwise in violation of the Community Guidelines or this Agreement.

store or transmit Viruses through the Service.

interfere with or disrupt the integrity or performance of the Service.

attempt to gain unauthorized access to the Service or its related systems or networks; or

use or knowingly permit the use of any security testing tools to probe, scan or attempt to penetrate or ascertain the security of the Service.

5. SECURITY AND SUPPORT

5.1 Security Measures

Glamic shall use commercially reasonable and appropriate administrative, physical, and technical safeguards to protect against the unauthorized access, use, or disclosure of Glamic Provider Data.

5.2 Support

Glamic will provide Glamic Provider with reasonable customer support regarding Glamic Providers use of the Services. Glamic may, but is not obligated to, provide Glamic Provider with additional support beyond such customer support. Glamic Provider may contact Glamic at info@glamic.com for more information or specific requests for additional support. 

6. OWNERSHIP AND INTELLECTUAL PROPERTY

6.1 Ownership

Glamic Provider acknowledges that, as between Glamic Provider and Glamic, the entire right, title, and interest, including any and all ownership rights and Intellectual Property Rights, in and to the Service, all software, systems and processes used in the delivery of the Service, in each case including any derivative, enhancement or modification thereof, and all of the foregoing, are the exclusive property of Glamic. 

Glamic Provider acknowledges and agrees that all information concerning or relating to Glamic Members, including without limitation, contact information and any charts and records (including those in electronic format) maintained through the Service by Glamic Provider will remain the property of Glamic or the Glamic Member, as applicable.

6.2 Glamic Provider Content

Glamic acknowledges that Glamic Provider retains all Intellectual Property Rights Glamic Provider already holds in Glamic Provider Content.

During the Term, Glamic Provider hereby gives Glamic a limited, worldwide, royalty-free, non-transferable (other than in connection with the assignment of this Agreement), non-sublicensable and non-exclusive license for Glamic (and on behalf of Glamic, its subcontractors), to use, reproduce, adapt, modify, translate, publish, perform, display, and distribute Glamic Provider Content, solely for the purpose of enabling Glamic to provide the Service. 

Subject to the requirements of this Agreement, Glamic Provider acknowledges and agrees that Glamic, in performing the required technical steps to provide the Service, may: (a) transmit or distribute Glamic Provider Content over various public networks in various media; and (b) make such modifications to Glamic Provider Content as are necessary to conform or adapt Glamic Provider Content to the technical requirements of connecting networks, devices, services or media.

Glamic Provider acknowledges and agrees that Glamic Provider shall (a) ensure that Glamic Provider Content (including Glamic Provider’s storage or transmission of such Glamic Provider Content) complies with the terms of this Agreement and any and all applicable laws; (b) promptly handle and resolve any claims relating to Glamic Provider Content, including any notice sent to Glamic Provider claiming that any Glamic Provider Content violates any person’s rights; (c) maintain appropriate backup copies of Glamic Provider Content; (d) immediately notify Glamic of any unauthorized access, use or disclosure of any Account that comes to Glamic Provider’s attention; and (e) provide Glamic with such reasonable cooperation and assistance related to any investigation and remediation of such unauthorized access, use or disclosure as Glamic may reasonably request.

Glamic Provider is solely responsible for determining whether to make available any Glamic Provider Content or Glamic Provider Data through the Service or otherwise, and Glamic Provider shall indemnify, defend, and hold harmless Glamic from any third-party claim arising or in connection with making available such Glamic Provider Content or Glamic Provider Data through the Service or otherwise. 

Glamic Provider represents and warrants that Glamic Provider owns or has the necessary licences, rights, consents, and permissions to make available any Glamic Provider Content or Glamic Provider Data. 

By using and accessing the Service, Glamic Provider understands and consents to the storage and processing of Glamic Provider Content and Glamic Provider Data in Canada or the United States. 

6.3 Glamic Provider Data

Glamic acknowledges that Glamic Provider, vis-à-vis Glamic, shall own all right, title and interest in and to Glamic Provider Data.

During the Term, Glamic Provider hereby grants Glamic a limited, worldwide, royalty-free, non-transferable (other than in connection with the assignment of this Agreement), non-sublicensable and non-exclusive license for Glamic (and on behalf of Glamic, its subcontractors, to use and copy Glamic Provider Data solely for the purpose of enabling Glamic to provide the Service. 

Glamic Provider also acknowledges and agrees that Glamic may freely use Glamic Provider Data and Glamic Provider Content (for greater certainty, excluding any Personal Information) on a generic, aggregate basis along with Glamic’s use of similar data from all of its customers, such that there is no way to identify any data as that of Glamic Provider (the “Aggregated Data”), (a) to improve and analyze the performance of the Service including optimizing the Service by improving performance and usability; (b) to develop marketing and sales collateral; and (c) for general industry analysis. Except as otherwise stated in this Agreement, Glamic will not modify, disclose or access Glamic Provider Data except as required by law. For greater certainty, any Glamic Provider Data which is not aggregated to become Aggregated Data shall continue to be subject to Glamic’s confidentiality obligations under this Agreement.

Glamic Provider acknowledges and agrees that: (a) Glamic Provider is solely responsible for managing, editing, uploading and updating Glamic Provider Data onto the Service, and for ensuring that Glamic Provider Data is accurate, timely and complete; and (b) without limitation, Glamic may immediately (1) delete any Glamic Provider Data, or part thereof, that is in breach of any of the representations and warranties set out in Section 12.1; or (2) remove or suspend any Account that is responsible for a breach of this Agreement, in each case without incurring any liability whatsoever to Glamic Provider, any Glamic Member, or any other person.

Glamic Provider acknowledges and agrees that that to the extent that any Glamic Provider Data is processed outside of Canada, it is subject to the laws of the country in which it is held, and may be subject to disclosure to the governments, courts or law enforcement or regulatory agencies of such other country, pursuant to the laws of such country.

6.4 Trademarks

All Glamic trademarks, trade names, logos and notices present on the Service will be preserved and not deliberately defaced, damaged, or modified or obliterated. Neither party shall use any trademarks, trade names, logos, and notices of the other party without the express prior written authorization of such other party, provided, however, that Glamic Provider agrees that Glamic may include Glamic Provider’s name and other indicia in its lists of customers of Glamic and in promotional and marketing materials. 

6.5 Feedback

Glamic Provider may notify Glamic of any feedback or suggestions from Glamic Provider or Glamic Member relating to the Service, including any suggestions for modifications or enhancements to the Service (“Feedback”). 

Glamic Provider hereby agrees to not assert any ownership right of any kind in such Feedback (including copyright, trademark, patent, trade secret, unfair competition, moral rights, or implied contract) and waives such moral rights in favour of Glamic and its affiliates, licensees, successors, and assignees. Glamic Provider also acknowledges that it has no right to receive any financial or other consideration in connection with such Feedback.

7. GLAMIC PROVIDER SERVICES, SERVICES AND REQUESTS

7.1 Provision of Services

In consideration for the Service, Glamic Provider agrees to: 

Perform the Services set out as being part of its service offerings on the Service in accordance with best industry practices and applicable law. 

maintain a professional appearance consistent with best industry practices in the applicable profession.

agree Glamic to charge the Platform Fee as set out in Section 8.1 to the service fees paid by Glamic members (i);

in good faith, honour all Confirmed Appointments, in accordance with Section 7.4; 

prepare as necessary in accordance with this Agreement and leave the location of any Confirmed Apportionment in a clean and reasonably acceptable state; and

co-operate with Glamic to rectify any Glamic Member complaints. 

7.2 Requests

Glamic Provider shall respond to all Requests by either automatically accepting via instant booking for a proposed time, manually accepting a proposed time or rejecting such Requests in accordance with this Section 7.2(i). If Glamic Provider receives notice of a Request at the time of booking request was generated, Glamic Provider shall be required to respond to such Request within 12 hours of receiving notice, Glamic Provider shall be required to respond to such Request within 12 hours from the time they received the request, Glamic Provider shall be required to respond to such Request within 12. Glamic Provider acknowledges that Glamic may, at its sole discretion, suspend or terminate Glamic Provider’s access to the Service where Glamic Provider repeatedly does not accept or respond to Requests or repeatedly cancels Confirmed Appointments. In addition, Glamic may refuse or reject any Request for any reason, including: (1) if Glamic Provider has not met the conditions or otherwise complied with any Registration requirements or this Agreements; (2) if the Services in the Request are not available; or (3) for pricing or other errors posted to the Service. 

7.3 Glamic Provider Availability

Glamic Provider possesses the control and flexibility to set its own flexible hours of availability. Glamic Providers must provide Glamic with their set availability for providing Services. Glamic gives the flexibility to Glamic Provider to indicate hours they like to be booked instantly without their approval and hours they like to be booked with their approval. Glamic Provider shall be responsible for updating the Service with their availability within their Account. Glamic Provider shall have no obligation to commit to any minimum hours of availability and it shall be in Glamic Provider’s sole discretion to determine their availability. Upon Glamic Provider posting their availability to the Service, Glamic Provider agrees to, in good faith, honour such availability to Glamic Members provided, Glamic Providers shall have the right to reasonably reject Requests. 

7.4 Confirmed Appointments 

Upon Glamic Provider accepting a Request, Glamic will receive a confirmation notice (“Confirmation Notice”) setting forth the estimated parameters of the Confirmed Appointment, including, among other things, the details of the Confirmed Appointment, the location and time of the Confirmed Appointment, the Service Fee to be paid, applicable Sales Taxes, and any other Glamic Member requests. In the event any term contained in the Confirmation Notice is inconsistent with Glamic Provider’s understanding of the Confirmed Appointment, Glamic Provider must immediately contact Glamic to clarify the Confirmed Appointment parameters before beginning performance of the applicable Service, otherwise Glamic Provider shall be obligated to perform the applicable Service as specified in the Confirmation Notice (unless waived, canceled, or superseded by another Confirmation Notice issued by Glamic) and to the extent any Sales Taxes are not charged in error, such Sales Taxes shall be deemed included in the Service Fee. 

7.5 Pre-Service Requirements

In the event Glamic Provider is unable or anticipates it will be unable to perform Confirmed Appointment in accordance with any parameters set out a Confirmation Notice, Glamic Provider shall inform Glamic of such limitations immediately via the Service. Glamic Provider’s failure to notify Glamic of the foregoing may result in a Service Failure or Ultimate Service Failure as applicable. 

Glamic Providers is responsible for checking all information set out in a Confirmation Notice (including any allergy or health concerns) in advance of a Confirmed Appointment. Glamic Provider shall inquire at the commencement of a Service, whether any applicable Glamic Members at the Confirmed Appointment have any health related or other issues including but not limited to allergies, sensitivities, ailments, medical disorders, as well as the use of any medication. 

7.6 Service Failures

In the event of a Service Failure, Glamic Provider shall, at Glamic’s sole discretion, forfeit all or a portion of the Partner Fee for the applicable Service. 

In the event of an Ultimate Service Failure, Glamic Provider will be deducted from their following pay deposit or pay to Glamic an amount equal to a maximum of the Service Fee for the Service. 

The parties intend that the forfeiture or payment of fees set out in Sections 7.6(i) and 7.6(ii) constitute compensation and not a penalty. The parties acknowledge and agree that the harm or actual damages of Glamic and the Glamic Member, caused by a Service Failure or an Ultimate Service Failure would be very difficult to accurately estimate as of the Effective Date, and that the fees set out in Sections 7.6(i) and 7.6(ii) are a reasonable estimate of the anticipated or actual harm or actual damages that might arise from a Service Failure or an Ultimate Service Failure. The fees set out in Sections 7.6(i) and 7.6(ii) shall not prevent Glamic Members from seeking further remedies as contemplated under this Agreement or applicable law. 

7.7 Equipment

Glamic Provider acknowledges and agrees that it is solely responsible for all costs and expenses arising from the provision of any Services including, any equipment, wages, permits, costs of fuel, licensing fees and insurance coverage.

Equipment used by Glamic Provider shall conform to applicable laws including laws pertaining to sanitization, safety, cleanliness, inspection, and operational capability. Except as otherwise required by applicable law, Glamic Provider assumes all risk of damage or loss to its equipment.

7.8 Commute support between appointments

Glamic might recommend to you best route as a guidance to your next appointment. The recommendation can be as a Walk, use public transit or Ride sharing services. The recommendation is going to be based on how long it takes from where you are to where the appointment is and what is the most time suitable and economic method to use. How Glamic determines the suggested route and how much it might compensate for is 100% up to Glamic’s discretion.

8. FEES

8.1 Fees

In consideration for the Service provided hereunder and unless otherwise negotiated, the parties hereby agree that Glamic Provider shall let go Glamic a platform fee between 10% to 25% of the service fee paid by Glamic Members in respect of each completed Service (the “Platform Fee”) inclusive of sales tax. For clarity, the Platform Fee shall apply to each Request made by Glamic Members for a Service including, any additional services negotiated by Glamic Provider directly with a Glamic Member at the time of a Confirmed Appointment.

In consideration for the performance of the applicable Service for a Confirmed Appointment, Glamic Provider will receive a fee equal to the Service Fee less the Platform Fee (“Partner Fee”). 

Glamic Provider hereby acknowledges and agrees that Glamic may automatically deduct (set-off) the Platform Fee or any other fees due to Glamic hereunder (including, the fees set out in Sections 7.6(i) and 7.6(ii)) from the Service Fee.

Glamic Provider might be compensated for commuting costs (“Transportation Fee”) to any appointments with either a fixed amount or a variable amount depending on the method of commute deemed appropriate by Glamic. The fixed or variable amounts and whether Glamic would compensate for commute costs is 100% up to Glamic’s discretions and can be stopped, resumed, changed to all or some of Glamic Partners anytime without notice.

8.2 Taxes

Glamic Provider is an independent contractor and neither Glamic Provider, and for greater certainty, its employees, or subcontractors, shall be deemed to be an employee of Glamic. Glamic shall not deduct or remit to any governmental authority any income taxes, employment insurance contributions, Canada Pension Plan contributions or any taxes or other similar amounts in respect of the Glamic Provider and all such amounts shall be remitted by Glamic Provider as required. Glamic Provider is subject to the control or direction of Glamic Member as to the means or methods of performing the Service. Without limiting the generality of the foregoing, Glamic Provider is responsible for determining and complying with Glamic Provider’s Sales Tax registration, collection and/or remittance obligations under applicable legislation.  Glamic shall remit to Glamic Provider the Service Fee and any applicable Sales Tax collected by Glamic Provider as set out in the weekly invoices from Glamic and Glamic Provider is responsible for remitting all applicable Sales Taxes on the Service Fee directly to the applicable tax authorities in accordance with applicable tax legislation. Glamic Provider acknowledges that Glamic Provider invoices and any similar records that are generated by Glamic on behalf of Glamic Provider as part of the Service will reflect Glamic Provider’s Sales Tax registration details and other tax information as provided to Glamic-by-Glamic Provider, and that Glamic Provider is responsible for ensuring that all such information is accurate and updated as required.

9. TERM AND TERMINATION

9.1 Term and Termination

This Agreement is effective as of the Effective Date and shall continue until terminated in accordance with Section 9.2 (the “Term”).

9.2 Termination

Glamic Provider may terminate this Agreement at any time by providing Glamic with prior written notice and by ceasing to use the Service. Glamic may terminate this Agreement for convenience at any time without liability or notice to Glamic Provider.

Glamic may terminate this Agreement for cause if Glamic Provider: (a) is in breach of this Agreement (including all related Registration Forms) or any Confirmed Appointment, immediately upon written notice of such breach; (b) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against Glamic Provider (and not dismissed within thirty (30) days thereafter); (c) fails to pay any amounts due hereunder.

9.3 Changes to the Service

Glamic may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of the Service, including: (a) changing the availability of, restricting access to, or imposing limits on any or all features, materials or services, provided as part of the Service; (b) removing, adding, modifying or otherwise amending any aspect of the Service; and (c) removing, adding, modifying or otherwise changing any Content on or made available through the Service. Glamic reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Service at any time without notice, but Glamic Provider agrees that Glamic has no obligation to do so.

9.4 Effects of Termination

Upon termination of this Agreement for any reason, Glamic Provider shall immediately cease use of the Service and shall delete all Personal Information collected or otherwise disclosed through the Service.

9.5 Survival

The following Sections of this Agreement shall survive the termination or expiry of this Agreement: 2.5, 2.7, 4.1, 6.1, 6.4, 6.5, 7.6, 7.7, 8.1, 8.2, 9.4, 10, 11.1, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22. 

10. CONFIDENTIALITY

During the Term, each receiving party shall use the same care to prevent disclosing to third parties the Confidential Information of the disclosing party as it employs to avoid disclosure, publication, or dissemination of its own information of a similar nature, but in no event less than a reasonable standard of care, and the parties acknowledge and agree that in the case of data in the Service, compliance with Section 5.1 (Security Measures) meets such standard. Except as contemplated by this Agreement, including for the purpose of providing the Service, no receiving party shall make any use of the disclosing party’s Confidential Information or refuse to promptly return, provide a copy of, or destroy the other party’s Confidential Information upon request of the other party (provided that Glamic shall be excused from its performance hereunder to the extent that such Confidential Information was required for such performance). The receiving party shall immediately notify the disclosing party upon gaining knowledge of any disclosure, loss, or use of the disclosing party’s Confidential Information in violation of this Agreement. Each receiving party shall only share the disclosing party’s Confidential Information with its employees on a “need to know” basis in connection with performance of the party’s obligations under this Agreement.  If the receiving party is served with a court order compelling disclosure of any Confidential Information of the disclosing party, it will, to the extent allowed under law, provide the disclosing party with immediate notice thereof, provide the disclosing party with a reasonable opportunity to oppose disclosure, and reasonably cooperate in good faith with the disclosing party in the event the disclosing party opposes disclosure. The parties acknowledge and agree that any disclosure of Confidential Information resulting from a data or security breach of the Service shall not be a breach of this Section 10.

11. PERSONAL INFORMATION

Glamic Provider, in collecting, accessing, and using Personal Information, and inputting the same into the Service, shall comply with all applicable laws with respect such Personal Information.

12. REPRESENTATIONS, WARRANTIES & COVENANTS

12.1 Glamic Provider Representations, Warranties & Covenants

Glamic Provider represents, warrants, and covenants to Glamic that: 

it shall at all times comply with this Agreement, the Community Guidelines and its obligations hereunder; 

it has full authority to enter into the Agreement and to carry out the transactions contemplated under the Agreement, including providing the applicable Services to Glamic Members; 

it will comply with all laws, rules and regulations applicable to it in performing its obligations under this Agreement;

it will provide true, accurate, current and complete information, as requested by Glamic;

it currently and shall continue (at its sole cost) to possess all licences, certifications, permits and other applicable industry requirements necessary to perform the Services it represents to provide on the Service; 

it shall not give any medical or health-related advice to Glamic Members; 

no actions, claims, findings or other proceedings related to, or arising from, the performance of its duties as a beauty, health and wellness service provider (including ongoing inquiries, complaints or investigation), have been brought against it, or against any beauty, health and wellness services corporation of which it is a shareholder, in any jurisdiction;

it has never been the subject of a criminal investigation, charge or proceeding in any jurisdiction, and has no criminal record; and 

in entering in this Agreement, it is not breaching any partnership, associateship, employment or other covenant or agreement.

13. DISCLAIMER

GLAMIC MAKES NO, AND ACTIVELY DISCLAIMS ANY, CONDITION, REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR THE CONTENT FOUND ON SAME. ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICE, OR CONTENT FOUND ON SAME WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, ARE HEREBY EXPRESSLY DISCLAIMED BY GLAMIC TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, GLAMIC MAKES NO WARRANTY THAT THE SERVICE WILL BE ERROR FREE, WILL FUNCTION WITHOUT INTERRUPTION OR WILL MEET ANY REQUIREMENTS OR GLAMIC PROVIDER’S EXPECTATIONS. HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE STATUTORILY REQUIRED WARRANTY PERIOD. WITHOUT LIMITING THE FOREGOING, GLAMIC PROVIDER ACKNOWLEDGES THAT THE SERVICE IS NOT INTENDED FOR USE IN CONNECTION WITH ANY HIGH RISK OR STRICT LIABILITY ACTIVITY AND THAT GLAMIC MAKES NO, AND ACTIVELY DISCLAIMS ANY, CONDITION, REPRESENTATION, WARRANTY, OR GUARANTEE, AND SHALL HAVE NO LIABILITY, IN CONNECTION WITH ANY USE OF THE SERVICE IN SUCH SITUATIONS.

14. LIMITATION OF LIABILITY

GLAMIC REPRESENTATIVES (AS DEFINED IN SECTION 15.1) SHALL NOT BE LIABLE FOR (I) ANY COST OF COVER OR ANALOGOUS COSTS RELATED TO THE LOSS OF EQUIPMENT OR REPLACEMENT THEREOF; (II) ANY LOSS OF USE, LOST DATA, FAILURE OF THIRD PARTY SECURITY MECHANISMS, INTERRUPTION OF BUSINESS; OR (III) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOSS OF GOODWILL), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, PROVIDED THAT THE FOREGOING SHALL NOT APPLY IN THE CASE OF GROSS NEGLIGENCE, OR WILFUL MISCONDUCT. 

THE MAXIMUM LIABILITY OF ANY GLAMIC REPRESENTATIVES FOR ALL CLAIMS UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED, IN AGGREGATE, THE PLATFORM FEE PAID BY GLAMIC PROVIDER TO GLAMIC UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR CLAIMS. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT SHALL SURVIVE ANY FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY LIMITED REMEDY CONTAINED HEREIN. SUCH DIRECT DAMAGES SHALL BE THE FULL EXTENT OF MONETARY LIABILITY OF GLAMIC REPRESENTATIVES UNDER THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH ANY SUCH LEGAL OR EQUITABLE CLAIM OR ACTION MAY BE ASSERTED AGAINST GLAMIC, AND SHALL CONSTITUTE GLAMIC PROVIDER’S SOLE MONETARY REMEDY. GLAMIC PROVIDER ACKNOWLEDGES AND AGREES THAT IN THE ABSENCE OF THESE LIMITATIONS OF LIABILITY, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. NOT ALL JURISDICTIONS PERMIT SUCH LIMITATIONS OF LIABILITY. IF GLAMIC PROVIDER’S JURISDICTION DOES NOT PERMIT THESE LIMITATIONS, THEY WILL NOT APPLY. 

15. INDEMNITIES

15.1 Glamic Provider Indemnity

Subject to Section 15.2, Glamic Provider shall indemnify, defend and/or settle and hold harmless at its own cost, Glamic, its affiliates and each of their employees, officers, directors, shareholders, and agents (“Glamic Representatives”) from any from any third-party claims, causes of action, proceeding or suits (each, a “Claim”), arising out of or related to:

any allegation that the use, in accordance with the terms of this Agreement, of Glamic Provider Content or Glamic Provider Data by Glamic, or the licences granted under this Agreement, infringe any third-party copyright or trademark in the Territory, in each case to the extent that the alleged infringement was not caused by Glamic acting other than in accordance with this Agreement; 

any claim by a Glamic Member or a customer of Glamic Provider other than to the extent caused by a breach of this Agreement by Glamic;

any failure to comply with Glamic Provider’s obligations under Section 8.2 (Taxes), or any breach of Section 10 (Confidentiality) or 11 (Personal Information) by Glamic Provider; or

any gross negligence or wilful misconduct of Glamic Provider;

and Glamic Provider shall pay any damages finally awarded, or settlement amounts entered into, based upon such a Claim.

15.2 Conditions of Indemnity

Glamic shall have the right to be represented by counsel of its choice and to participate in the defence of any Claim; provided, however, that the expense of such counsel and such participation shall be borne by the Glamic Provider and Glamic shall not settle any such Claim without the prior written consent of the Glamic Provider. 

16. FORCE MAJEURE

In no event shall Glamic be liable to Glamic Provider, for any delay or failure to perform in breach of any of the terms of this Agreement to the extent that such breach results from an unforeseen event outside the control of the Glamic, (a “Force Majeure Event”), including acts of God; acts of a public enemy; acts of terrorism, acts of any government; fires; floods; epidemics; quarantine restrictions; freight embargoes; and unusually severe weather conditions.

17. NON-SOLICITATION

17.1

Glamic Provider covenants and agrees that Glamic Provider will not, at any time during the term of this Agreement and during the period of six months following the termination of this Agreement, for any reason, without the prior written consent of Glamic, either directly or indirectly:

solicit any Protected Entity in order to provide such Protected Entity with services, except in connection with the Service; or

interfere with or attempt to interfere with the business of Glamic or persuade or attempt to persuade any Protected Entity to discontinue or adversely alter such Protected Entity’s relationship with Glamic.

17.2

Glamic Provider acknowledges that the non-solicitation covenants set out in this Section 17 are: (i) fair and reasonable restrictions on Glamic Provider’s activities that are necessary to protect Glamic’s business and to prevent unfair circumvention of the Service; and (ii) have been fully considered and understood by Glamic Provider before entering into this Agreement.

18. NO ASSIGNMENT

Neither this Agreement nor any rights, licences or obligations hereunder may be assigned by Glamic Provider without the prior written consent of Glamic, provided such approval shall not be unreasonably withheld or delayed. Glamic may assign this Agreement to an affiliate or to its successor upon a merger or the sale of all or substantially all its assets. Any attempted assignment in violation of this Agreement shall be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the parties’ successors and assigns.

19. GLAMIC PROVIDER RECORDS

Glamic Provider acknowledges and agrees that (a) the Service includes records reflecting and tracking the number, login accounts, and access logs of all users (including Glamic Provider) on the Service; and (b) such records shall be accessible and open at all times to Glamic.

20. DISPUTE RESOLUTION

20.1

In the event of any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, or the Service (save and except with respect to such provisions which provide for an injunction or other immediate relief) between Glamic and Glamic Provider (a “Dispute”):

the parties shall use reasonable efforts to resolve the Dispute;

If the Dispute is not resolved by other means, the Dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. (the “Rules”) but, subject to the agreement of both Parties, the ADRIC is not required to administer the arbitration (the “Arbitration”). Unless otherwise agreed to in writing by the Parties:

the Arbitration shall be conducted before one (1) arbitrator mutually agreed upon by the Parties. If the Parties are unable to agree upon an arbitrator within fourteen (14) days of the commencement of the Arbitration, the arbitrator shall be appointed in accordance with the Rules and the Arbitration shall proceed thereafter as an administered arbitration under the auspices of the ADRIC; 

the seat of the Arbitration shall be Toronto, Ontario, Canada; 

the language of the Arbitration shall be English;

any award or determination of the arbitrator shall be final and binding on the Parties and there will be no appeal on any ground, including, for certainty, any appeal on a question of law, a question of fact, or a question of mixed fact and law; and

all matters relating to the Arbitration, including all documents created in the course of or for the purposes of the Arbitration and any interim or final decision, order or award in the Arbitration, shall be kept confidential and shall not be disclosed by any Party to any third party (excluding their respective legal counsel and where necessary, financial advisors) without the prior written consent of the other Party, or unless required by applicable law. 

Notwithstanding the determination by the parties to utilize the dispute resolution process as specified above for the resolution of Disputes arising out of or in connection with this Agreement, nothing herein shall preclude either party from seeking and obtaining from a court of competent jurisdiction appropriate equitable relief, including a temporary restraining order or other injunctive relief.

20.2

In the event of any dispute concerning the definition of the Territory, or in connection with any changes in the political status or geographical boundaries of the Territory, the decision of Glamic thereon shall be conclusive and binding.

20.3

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. Subject to Section 20.1 above, the parties irrevocably consent to the exclusive jurisdiction of the courts of Toronto, Ontario for the purposes of adjudicating any matter arising from or in connection with this Agreement. Except to the extent precluded by applicable law: (i) any parties to an action brought hereunder shall be individually named, and Glamic Provider hereby waives any right it may have to litigate any such matter on a class or consolidated basis, or on bases involving disputes brought on a purported representative capacity; and (ii) for greater certainty, the parties hereby irrevocably waive any right they may have to trial by jury. 

21 GENERAL

Glamic is not an agent of any other transacting party or customer of Glamic Provider. Glamic Provider agrees that no joint venture, partnership, employment, or agency relationship exists between Glamic Provider and Glamic as a result of this Agreement or use of the Service and that Glamic shall only act as a conduit in respect of the handling of the Service Fee and related Sales Taxes on behalf of Glamic Provider. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. No modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy. This Agreement constitutes the entire agreement between Glamic Provider and Glamic with respect to the Service and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Glamic Provider and Glamic with respect to same. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement. For the purposes of this Agreement, “including” shall mean “including without limitation”. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

22 NOTICES

Any notice or other communication required or permitted to be given pursuant to or in connection with this Agreement shall be given as hereinafter provided to:

Glamic Inc.

Attention: Glamic Executive Team

Email: info@glamic.com

And if to Glamic Provider, at the mailing address or email address specified on Glamic Provider’s Account. 

Any such notice or other communication, shall be deemed to have been received at the earlier of (a) when delivered personally, (b) one (1) business day after being delivered by any electronic means of sending messages (in this Section, “Electronic Transmission”), including facsimile transmission, during normal business hours on a Business Day, but notice by Electronic Transmission shall only be sufficient if the notice includes or is accompanied by the sender’s name, address, telephone number and facsimile number or email address, the date and time of transmission and the name and telephone number of an individual to contact in the event of transmission problems and if acknowledgement of the transmission is transmitted to the sender by the recipient or the recipient’s electronic system, (c) one (1) business day after being deposited with a courier service that guarantees “next business day” delivery or (d) five (5) days after being deposited in the regular mail with postage prepaid. Notice of change of address or facsimile number shall also be governed by this Section 22.

SCHEDULE A

GLAMIC COMMUNITY GUIDELINES

We are a positive, inclusive community here to support freelancers in the beauty, Fitness, massage, event personal and self-care space as well as individuals seeking to book services offered via the Service. The guidelines below were developed to help make your experience feel safe, respectful, and positive. These guidelines apply to everyone who uses the Services.

Treat everyone with respect 

Our community includes a diverse background of people. While you may encounter people that may not share the same beliefs as you or look like you, you are required to treat everyone in a respectful manner. 

Physical contact

Services received create instances where appropriate physical contact is required. Any inappropriate conduct is never allowed. This includes but is not limited to physical assault, sexual assault and misconduct, threatening and rude behaviour, unwanted contact, and discrimination.

Follow the law

Everyone is responsible for knowing and obeying all applicable laws, including health and safety regulations. 

Damage to property. 

Damaging property is never allowed. An example of this is damaging Glamic Member’s household property such their furniture. If you damage property, you are responsible for the cost to fix or replace the damaged property. 

Help keep one another safe

Glamic has procedures in place to create a safe experience for everyone. We also require everyone to provide a safe environment for each other. When safety is a concern to anyone, if you are in immediate danger, please contact your local law enforcement. Please inform Glamic as soon as reasonably possible of any issues or concerns you may have in regard to safety on the Glamic platform, to allow us to take appropriate action in order to maintain a safe environment. 

How Glamic enforces our guidelines