THIS AGREEMENT (hereinafter the “Agreement”) shall be considered executed on the date enumerated below in this section. The parties to this agreement are N&M BEAUTY CORPORATION, (hereinafter “N & M”) whose offices are located at 850 7th avenue, New York, NY 10019 and the Client
II. GENERAL TERMS
By submitting this electronic application to participate in one of N & M's training courses, you agree that you have read and agree and undertake to comply with all provisions of this Agreement. Before the start of training, you are required to provide the instructor present at the training sessions Two (2) hard copies of the agreement with original signatures along with a photo identification to confirm Client's identity. Additionally, N & M requires a photocopy of client's professional license or certificate , and/or other required credentials. Client shall not be allowed to be present in the classroom and take further training if the aforementioned documentation is not provided.
This agreement is entered into between N & M and the Client in order for the client to obtain professional services from N & M. Whereas N & M is a professional service corporation retained by client in order to conduct training of licensed professions in the beauty , health, medical fields.
IV. FEE FOR SERVICE
A. Base Fee
Client agrees that N & M will charge client for one of the following programs and for the prices enumerated hereunder:
1. Volume lash training 8hours (one day) – the price of this program shall be One Thousand Dollars ($1,000.00).
2. Volume lash training 8hours + 4hours (two days) – the price of this program shall be One Thousand Three Hundred Dollars ($1,300.00).
3. Basic lash training 8hours + 8hours (two days) – the Price of this program shall be One Thousand Five Hundred Dollars ($1,500.00).
4. Semi-Permanent mascara + eyelash curling training 8hours (one day) – the price of this program shall be One Thousand One hundred Dollars ($1,100.00).
B. Cancellation Fee
Client agrees that once an order has been made by client any cancellation by client shall result in a minimum cancellation fee of Two Hundred and Fifty Dollars ($250.00). If the order is canceled less than Seventy Two (72) Hours prior to the scheduled training the client shall incur an additional cancellation fee of Two Hundred Fifty Dollars ($250.00). If N & M is not informed of any cancellation prior to the day of the training session, the Client shall not receive any refund under any circumstances.
While Client agrees that cancellation of an order does not negate a Client's responsibility for payment of the cancellation fees as enumerated above, Client must still inform N& M as soon as Client knows of his/her intention to cancel a training session in order to allow N & M to properly adjust its schedule. Failure on Clients part to inform N & M of Clients intent to cancel a training session shall result in additional fees for clients failure to mitigate N & M's damages.
D. Fees Subject to Change
All fees are subject to change at any time by N &M. Various factors can affect a fee change. N & M shall inform the Client as soon as a fee change becomes applicable.
V. QUALITY OF SERVICE PROVIDED
1. N & M is a Consulting and Training Company
Client agrees that N & M is a training and consulting company. As such, N & M provides live training to you with the use of eyelash models. Client is a trainee and a licensed professional. Client acknowledge that all courses include practical training. As such client is responsible for conducting all training activities with the utmost care in conformity with all professional standards of the industry in which he/she is licensed. All practical training, procedures and other practical training shall be conducted under the close supervision of the trainers (s) in a classroom environment. Client herein acknowledges and accepts all possible risks of damages and/or injuries that may result from his/her actions in connection with the eyelash model(s) during the training session.
Whereas N & M has many long term clients and may be doing business with certain Clients for many years, however each individual training session shall be governed by new and unique agreements which shall be executed at the time of payment.
It is agreed that N & M engages in business activities that have a great deal of proprietary information, secret information, private information and trade secrets. As such any information the Client learns by and through N & M about any of its processes, procedures, technologies, methods of business and otherwise shall at all times remain secret. All Clients shall be required to sign the attached Non-Disclosure Agreement in order for this agreement to be validly executed. Should the attached Non-Disclosure Agreement not be signed by the Client this agreement shall be treated as executed in full including all provisions of the Non-Disclosure Agreement.
VIII. COMPANY POLICY
N & M company policy enables N & M to train only certain licensed professionals in the beauty, health, medical field. Client herein covenants and confirms that Client has all licenses required by law in order to be a licensed practitioner in the fields enumerated above. If Client is not a U.S. citizen or lawful permanent resident of the United States client covenants that he/she has the requisite professional certifications, licenses and/or has met all the requirements of certification in Client's country of citizenship if necessary to be considered a licensed professional in the field in question.
Trainee agrees not to use any recording devices , audio, photo , video, during the training program. Persons who are not properly registered with N & M shall not be admitted to the class and shall not participate in any training program of N & M.
N & M Beauty Corporation, at its discretion , reserves the right to determine their own and/or additional certification requirements, which may change at any time without prior notice to client. Participants must meet all certification requirements in order to be certified. N & M has the right to refuse training to anyone without explanation. If a Client applies for a training program for higher level (for any program not base level), Client must provide convincing evidence of compliance with the basic skills and experience required by N & M, however N & M does not guarantee admission to a higher level training course. N & M has the right to refuse any and all training to any client without explanation.
Client acknowledges and agrees that he or she has no right to copy, distribute or otherwise disclose information which includes, but is not limited to: textbooks, manuals, photos, videos, correspondence, which has been produced by or is the lawful intellectual property of N & M Beauty Corporation.
N & M Beauty Corporation prohibits the resale of any information received by client, including training materials. If Buyer violation of these terms and conditions or any intellectual property rights of N & M Beauty Corporation, then N & M Beauty Corporation reserves the right to pursue any and all legal and equitable remedies against client which may be available to them. Client further agrees to pay reasonable attorney's fees and costs of litigation, if N & M Beauty Corporation should pursue legal action in connection with the unauthorized use of N & M's intellectual property.
1. Intellectual Property
"Intellectual Property Rights" shall mean: all intellectual property rights (whether created before or after the date of this Agreement, and whether registered or unregistered ) in relation to copyright, patents, trademarks, logos, designs, software, trade secrets, domain names, business methods, together with marketing concepts and designs, product knowledge, training systems and materials, protection of confidential information, print layouts, inventions, know-how, product or business concepts, details of product development and any other identifying result of intellectual activity, whether they are the result of a statutory or otherwise, or any similar industrial property rights or any other right or registration statement.
"Certificate" shall mean a certificate issued by N & M Beauty Corporation client.
"Services" shall mean counseling and eyelash application training.
" Training" shall mean the advice and support provided by N & M to Clients.
1. Client is not a Competitor
Client certifies, acknowledges and agrees that he or she is not the owner, employee, independent contractor of a competing company or other entity doing business in same industry as N & M Beauty Corporation which offers training in the manner denoted in this industry.
2. Sharing of Proprietary Information Expressly Forbidden
Client is expressly prohibited from using the original educational programs of N & M Beauty Corporation, for education or training of third parties, to demonstrate any of the methods of the program, to disclose any information received from N & M Beauty Corporation, including, but not limited to family members of client.
3. Distribution Prohibited
Client also acknowledges that he or she has no right to copy, distribute or otherwise disclose information any information obtained from N & M including, but not limited to textbooks, manuals, photos, videos, correspondence, etc. produced or lawfully owned by N & M Beauty Corporation to any third party.
4. Violations will Result in Legal Action
Any violation of the above referenced prohibitions on distribution and dissemination of information shall result in immediate legal action by N & M against client.
5. Survival after Termination of Agreement
After either party gives written notice to the other of its intention to terminate the business relationship between them, the Client promises that he or she shall not, directly or indirectly, solicit or sell eyelash extension training, anywhere in the world for a five (5) year period from the date that either party gives written notice to the other of its intention to terminate the business relationship.
After client registers for a course on the N & M website. Client must wait to be Officially Registered and confirm enrollment in a course. In order to be considered enrolled the following procedures shall occur: a return email with the mark " certified " with the date of training shall be sent to Client along with program description and contact information.
Prior to receipt of confirmation of training the Client shall receive a confirmation e-mail with information concerning the date of training, program description and contact information, the Client is not enrolled in the course.
So that the company protects itself from liability for any costs incurred by a potential client, including hotel reservations, flights, all transportation costs and housing costs. The Company excludes the payment of any costs which may carry a potential customer due to improper understanding of the mechanism for obtaining confirmation of registration for the course .
After registration within the time specified in the letter (Confirmation of Registration), a student must tender pay in full for the program selected by the Client. Should the Client cancel the training session the provisions of cancellation enumerated previously in this instrument shall apply.
Client consents to the recording of his/her image and the result of his/her work at any stage of learning by (photo, video, tape digital recording device, or otherwise) and gives N & M the unqualified right to copy, reproduce and use all or part of this material for any promotional purposes. Client agrees to use the material in any media , including advertising and related promotion worldwide and in perpetuity. Client grants N & M the right to use your image, name, and the result of Client's work at any stage of learning.
XV. LIMITATION OF LIABILITY
Client acknowledges that to the extent permitted by law, N & M Beauty Corporation shall not be liable to the Client or any other person under any circumstances for the loss of profits, revenue or for any injury or death to any person , or for any consequential , incidental damages sustained or incurred by the Client or any third party, there is no liability whether directly or indirectly as a result of:
A. No other term, condition , agreement , warranty, representation or understanding (whether express or implied) in any way binding on N & M Beauty Corporation, other than these Terms, or given or made on behalf of N & M Beauty Corporation.
B. It shall be Client's responsibility in making an assessment that any training course, products and /or services are reasonably fit for its intended purpose and the Customer in accordance with all applicable laws.
C. Client agrees that he/she will not have any claim against the N & M Beauty Corporation for any loss or damage, or in any manner incurred as a result of the Customer, or participation in or use of, the products or services of N & M Beauty Corporation, including, but not limited to training courses.
D. You agree to defend , indemnify and hold harmless N & M Beauty Corporation, its owners, officers, directors, agents, independent contractors, coaches, employees, suppliers and licensees against all costs, claims, liabilities, costs and losses including, but reasonable attorneys' fees, costs and expenses.
XVI. NO GUARANTEE
It is the sole responsibility of the student to learn skills and gain the experience necessary to become competent in the application of eyelash extensions. Education at any level of any program does not guarantee success in the field nor the success in the application of skills taught.
Certain Clients may require additional training, practice, and /or guidance after visiting his or her initial training program to gain and maintain success as a Lash Stylist.
While N & M provides a high quality of training services, N & M makes no guarantee that any Client will be successful in acquiring the skills taught in any training session attended by the Client.
If the Client breaches any of the terms and conditions contained herein or engage in any other activity deemed a breach of this instrument N & M Beauty Corporation, including, but not limited to, training of other persons without the prior written consent of N & M Beauty Corporation, N & M Beauty Corporation reserves all of it's rights in law and in equity.
N & M Beauty Corporation values the privacy of its Clients and appreciate and relies upon the trust of all its Clients.
N & M Beauty Corporation shall not sell or gratuitously provide any of its Clients personal or company information to Third Parties. N & M Beauty Corporation shall use Client contact information exclusively for the purpose of sending Clients information about N & M Beauty Corporation, including information about special promotions and new products. N & M Beauty Corporation shall promptly remove Client's name from its mailing list upon request.
XVIII. FORCE MAJEUR
In the event that N & M Beauty Corporation can not provide services as agreed upon in this instrument because it is virtually impossible due to natural disaster, accident, fire, disability, labor conflict, riots, war, civil commotion, act of government, terrorism or other causes beyond the control of N & M Beauty Corporation, N & M Beauty Corporation has the discretion to reschedule the training session with the Client as soon as practicable after the end of such force majeure. N & M Beauty Corporation shall reschedule training under this agreement as soon as possible after the date of such occurrence.
In the case of N & M Beauty Corporation is prevented from performing its obligations hereunder due to any contingency which is beyond the its control such as breaks in N & M Beauty Corporation travel dates or unexpected unavailability of N & M Beauty Corporation, N & M Beauty Corporation reserves the right to reschedule the training. Moreover, if trainings cannot be conducted due to lack of minimum attendance of students, N & M Beauty Corporation reserves the right to reschedule the training.
Any breach of this agreement and/or the non-disclosure agreement by the Client shall entitle N & M to seek damages before any judicial court or administrative body for money damages based upon liquidated damages equaling one hundred and fifty percent (150%) of any losses of N & M as well as consequential and incidental damages incurred by N & M. The remedies aforementioned in this section shall in no way limit any other damages enumerated in other portions of this instrument and/or any other damages to which N & M is entitled by any applicable law.
XX.NOTICE OF BREACH
The Client shall notify N & M immediately if any breach of this agreement has occurred or is expected to occur in order to allow N & M to attempt to mitigate its damages. Failure to inform N & M of an anticipated breach or a breach that has occurred may result in additional fees.
XXI.NO BINDING AGREEMENT FOR TRANSACTION
The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the provisions of any applicable transaction documents such as an Independent Contractor Agreement entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.
A. Fully Integrated
This Agreement and it's listed attachments constitute the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.
The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of the State of New York without giving effect to any conflict of laws provisions thereof. The Federal and State Courts located in the State of New York shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement. Venue is presumed to be proper in the county where N & M is headquartered.
C. Lack of Enforcement Does Not Constitute a Waiver
Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
D. Force and Effect of Each Provision
Although the restrictions contained in this Agreement are considered by the parties to be reasonable, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.
Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.
F. No Assignments or Transfers
This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.
G. Paragraph Headings
Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.