This BLOCS Business Administrator Agreement (“Agreement”) contains the complete terms and conditions between us, BLOCS (“BLOCS”) and you, regarding your application to and participation in, the BLOCS Membership Program (the “BLOCS Membership Program”) as a business administrator of your own BLOCS account (a “Business Admin”)

BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE BLOCS MEMBERSHIP PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THE BLOCS TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THEM AND TO THE FOLLOWING STATEMENT:

“I AGREE TO ACT AS A BUSINESS ADMIN FOR BLOCS IN RETURN FOR RESOURCES AND SUPPORT, INCLUDING; WEB BASED APPLICATION, GUIDES, DOCUMENTATION AND HOW TO VIDEOS”

DEFINITIONS.
“Business Admin” – The business, individual, or entity applying to or participating in the BLOCS Membership Program and that uses BLOCS’s Services in exchange for 10% commission fee of each club member’s monthly subscription as well as supplying constructive feedback, usage data and promotion of said services or product.

“BLOCS’s Services” – membership software from BLOCS.

“Commission Fees” – The amount you will be charged for each subscribed member of your membership per month as per the terms of this Agreement.

“Registration Form” – Any and all order forms or other signup or acceptance form submitted by a customer to purchase BLOCS’s Products and Services.

“Term” – the length of time agreed as a Business Admin.

“Member” – the individual user of BLOCS web application.

ENROLMENT IN THE BLOCS MEMBERSHIP PROGRAM.
To begin the enrolment process, you must submit a completed Signup Form. The Signup Form can be found at:
www.salonblocs.com/app/register-business
&
Pay for access at:
www.salonblocs.com
We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your Salon is not suitable for the BLOCS Membership Program for any reason, including, but not limited to any associated media channel’s inclusion of content that is, in our opinion, unlawful or otherwise violates our Acceptable Use Policy.
BLOCS, in its sole discretion, reserves the right to notify or to not notify any prospective Business Admin of their rejection or removal from the BLOCS Membership Program at any time.

PROMOTION OF OUR RELATIONSHIP.
USE OF IMAGES.
If you qualify and agree to participate as a Business Admin, we will make a variety of graphics, images and textual graphics available to you (each referred to herein as a “media” or collectively, as the “Medias”).

The Media will serve to identify your website, or social channel, email etc as a member of the Business Admin. You agree to cooperate fully with us in order to establish and maintain such Media. You further agree that your use of the Media must be in compliance with this Agreement at all times.

BLOCS may modify the Media from time to time in its sole discretion. You will not use graphic or textual images or text messages to promote BLOCS that are not approved in advance by BLOCS.

DISCLAIMER.
EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO

USE THE BLOCS TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE MEDIA, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “BLOCS IP”) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT BLOCS’S EXPRESS PRIOR WRITTEN PERMISSION.
USE BLOCS IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE.
ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY “INITIAL INTEREST CONFUSION” OVER THE USE OF BLOCS IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF BLOCS IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HERE UNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF BLOCS’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILLFUL INFRINGEMENT), AND THE OBLIGATION TO PAY BLOCS’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH BLOCS SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF BLOCS’S INTELLECTUAL PROPERTY RIGHTS.
ENDORSEMENT COMPLIANCE.
It is the intent of BLOCS to treat all of our customers fairly.

Accordingly, we require all BLOCS Business Admin to comply with applicable laws, regulations and guidelines concerning advertising and marketing, which require that material connections between advertisers and endorsers be disclosed.

DATA SECURITY.
Business Admin shall comply with all applicable data protection laws regarding the transmission of data. Including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the “GDPR”).

Business Admin agree to promptly assist BLOCS in complying with any data subject rights request under the GDPR that BLOCS may receive from any individuals referred to BLOCS by Business Admin. Business Admin further agrees to promptly assist BLOCS in complying with any duties to cooperate with supervisory authorities under the GDPR.

OUR COMMISSION FEE.
Our commission fee will become payable immediately following subscription sign up by members. This will occur automatically with our “fee” being subtracted from the monthly subscription plan.

The remainder will be subject to any associated delays and fees imposed by Stripe Online Payment Process portal (https://stripe.com/gb/pricing) before being deposited in to your stripe account.

COMMISSION PAYMENTS.
Subject to the terms of this Agreement commissions will be calculated according to the specified percentage above.
BLOCS is not responsible for paying any third-party fees charged by stripe in order for you to receive Commission Fees.

BLOCS, in its sole discretion, reserves the right to modify the available commission payment methods or payment amount or payment schedule at any time. Such changes shall take effect when posted.

MEMBERS.
Customers who use BLOCS Services through our software are deemed to be BLOCS Customers , regardless of the continuation of use by business admin.

We have the right in our sole discretion to monitor signups, communication, and bookings through your software at any time to determine the effectiveness of our software.

We have the right in our sole discretion to contact all users of our software, through any contact details provided to us.

We have the right in our sole discretion to allocate members to the most appropriate membership.

Any support, disputes, or refunds regarding members is the sole responsibility of the business admin. If a dispute arises whereby a refund is necessary; 100% of the refund total will be provided by business admin to the member.

BLOCS RESPONSIBILITIES.
We will provide all of the information necessary for you to set up, promote, organise and run your own in-house membership scheme successfully.

POLICIES AND PRICING.
All Customers who use BLOCS Services through our software are deemed to be BLOCS Customers. BLOCS’s Terms and Conditions, rules, policies, and operating procedures will apply to all customers.

We may change our policies, pricing, and operating procedures at any time.

E-MAILS AND PUBLICITY.
You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages (also known as “SPAM”) containing links to BLOCS or our media without prior consent of those receiving such communications from you.

Your failure to abide by this Section 14, the CAN-SPAM Act of 2003, our Anti-Spam Policy, and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Agreement by you and will result in the termination of your participation in the BLOCS Membership Program.

LICENSES AND USE OF BLOCS LOGOS, MEDIA AND TRADEMARKS.
Subject to the limitations set forth above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable license to:

Access our website through the Business Admin portal solely in accordance with the terms of this Agreement &
solely in connection with such affiliation, to use the BLOCS trademark and logo and similar identifying material provided by us (collectively, the “Licensed Materials”), for the sole purpose of selling BLOCS Services. You may alter, modify, or change the Licensed Materials except to remove our watermark. You are only entitled to use the Licensed Materials while you are a Business Admin in good standing and in compliance with all of the terms of this Agreement.
You shall not use the Licensed Materials for any purposes other than selling BLOCS Services. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays BLOCS, any hosted member of BLOCS or any BLOCS employee or representative in a negative light. We reserve all of our rights in the Licensed Materials and your license to use such material is limited to the manner described herein. We may revoke your license at any time, by giving you written notice. If not previously revoked, this license shall immediately terminate upon the termination of your participation in the BLOCS Membership Program.
You grant to us a non-exclusive license to utilize your name, title, trademarks, and logos (the “Business Admin Trademarks”) in any advertisement or other materials used to promote BLOCS and the BLOCS Membership Program, provided that BLOCS’s use of the Business Admin Trademarks is not required and is at its sole discretion. This license shall terminate upon the termination of your participation in the BLOCS Membership Program.
TERM AND TERMINATION
The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party (the “Term”). Either party may terminate this Agreement at any time, with or without cause.

You are only eligible to access of BLOCS Web Application, support and resources during the Term. BLOCS reserves the right to remove any Business Admin from the BLOCS Membership Program, and to terminate or suspend this Agreement, at any time for any reason, in BLOCS’s sole discretion.

Reasons for termination of this contract may include but are not limited to:

The use of blocs marketing support materials without providing credit back to blocs.
The use of blocs marketing support materials without using the app software.
The charge of additional fees to blocs members for blocs services.
MODIFICATION.
We may modify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein.

Such modifications shall take effect when posted on our website. Modifications may include, but are not limited to, changes in the scope of available Commission Fees, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and BLOCS Membership Program rules.

If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in the BLOCS Membership Program following our posting of any modification on our website will constitute binding acceptance of the change.

DISCLAIMERS.
We make no express or implied warranties or representations with respect to the BLOCS Membership Program or any BLOCS Products and Services sold through the BLOCS Membership Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE).

In addition, we make no representation that the operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Customers during any period of interruption.

RELATIONSHIP OF PARTIES.
You and BLOCS are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Website or otherwise, that contradicts anything in this section.

REPRESENTATIONS AND WARRANTIES.
You hereby represent and warrant to us as follows:

You have reviewed and understand this Agreement and agree to be bound by its terms.
Your acceptance of this Agreement and participation in the BLOCS Membership Program will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
You are the sole and exclusive owner of the Business Admin Trademarks and have the power to grant to BLOCS the license to use such marks in the manner contemplated herein, and such grant will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any third person or entity.
You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement
There is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the Business Admin Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
During the Term, you will not include in your Business Admin website content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of our Terms and Conditions.
You are at least eighteen (18) years of age.
LIMITATION OF LIABILITY.
WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE BLOCS MEMBERSHIP PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNIFICATION.
You hereby agree to indemnify and hold harmless BLOCS and its subsidiaries and affiliates and business admins, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Business Admin Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your Business Admin Site, including, without limitation, its development, operation, maintenance and content therein not attributable to us.

CONFIDENTIALITY.
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, BLOCS and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder.

Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated there under, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated there under.

INDEPENDENT INVESTIGATION.
You understand that we may at any time (directly or indirectly) solicit BLOCS relationships on terms that may differ from those contained in this Agreement. We may also solicit relationships with entities that operate websites that are similar to or compete with your business. You have independently evaluated the desirability of participating in the BLOCS Membership System and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement

MISCELLANEOUS.
Governing Law. The laws of the United Kingdom will govern this Agreement, without reference to rules governing choice of laws.

Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns Waiver.

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.

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