Terms and Conditions of Partnership

Last update : June 2021

Read carefully the present General Terms of Partnership (as well as the

General Terms of Reservation) before starting to use the NoopsApp

Services insofar as they will apply to your relation with NoopsApp Sàrl. We

recommend that you print a copy of these Terms of Partnership for future

reference. If you do not accept the present Partnership Terms, you cannot

use the NoopsApp Services.

1. Definitions

1.1. "Affiliate" means in relation to NoopsApp Sàrl t/a Noops ("NoopApp",

"Noops"), any entity that controls, is controlled by, or is under

common control at any time with NoopsApp ;

1.2. "App" means the mobile booking app on the Noops platform on

Android or IOS ;

1.3. "Customer Database" means the database of Partner's customers

on its Institute Interface;

1.4. "Charges" means the withholding of 25% of the price of a service

booked via the Application; the withholding of 25% of the price of a

product sold on the Noops Shop online sales platform, owned by

NoopsApp Sàrl; and fees for additional services such as the SEO

Service, if desired by the Partner;

1.5. "Customer" means any person who purchases and receives Partner's

Services via the Application;

1.6. "Corresponding Customer" means a Customer whose email address

or telephone number and first name match more than one Customer in

the Customer Database;

1.7. "Stripe Connected Account" means a Partner who has agreed to the

Stripe Services Agreement and received approval from Stripe to

receive the Stripe Services;

1.8. "General Booking Conditions" means the general booking

conditions of NoopsApp regarding the Partner Services offered on the

App ;

1.9. "User Generated Content" has the meaning set forth in Section 6.5

;

1.10. "Partner Content" means any information, documentation, materials,

software, photographs, domain name (to the extent used to host a

Partner Site), custom Partner Site theme/skin or other content (which

may contain Partner's name, logo or other distinctive sign or

Intellectual Property Rights) that may be published on the Page(s) in

accordance with this Agreement, including the Stylist Portfolio Photos ;

1.11. "Agreement" or "Partner Business Terms" means this Agreement,

together with the Collaboration Agreement and/or any terms and

conditions emailed to you or presented to you on the Partner online

registration page, which together define the terms and conditions

under which NoopsApp provides the NoopsApp Services to the Partner

and which shall become effective on the Effective Date ;

1.12. "Collaboration Agreement" means the agreement signed by

NoopsApp and Partner, or as otherwise agreed upon via email and/or

the Partner online registration page, confirming acceptance of this

Agreement by both parties, the Commission and any other Charges (if

any) ;

1.13. "Stripe Services Agreement" means the Stripe Connected Account

Agreement, which includes the Stripe Terms of Services ;

1.14. "Effective Date" means the earliest date that (a) Partner begins

receiving NoopsApp Services, (b) the date that Partner accepts this

Agreement, (c) the date that Partner signs up to receive NoopsApp

Services via the online Partner sign-up page, or, (d) the date that

Partner signs the Collaboration Agreement confirming its acceptance of

this Agreement ;

1.15. "Stripe Connected Account Data" means data about Stripe

Connected Accounts, activity on their Stripe accounts, and their

transactions ;

1.16. "Intellectual Property Rights" means all present or future acquired

or contingent worldwide intellectual property rights, including, without

limitation, copyrights (including foreign language translation rights),

design rights, database rights, rights in registered domain names,

designs, patents, trademarks, trade names, signs and other names,

provided that such rights are exclusive, and all similar registered or

unregistered rights (including, without limitation, extensions, returns,

revivals and renewals thereof). The aforesaid rights include, with

respect to rights that may be filed, applications made or rights to make

applications with respect to such rights;

1.17. "Bank Charges" has the meaning given to it in Section 10.9 ;

1.18. "Security Incident" has the meaning given to it in clause 9.3;

1.19. "Confidential Information" has the meaning given to it in clause

13.1 ;

1.20. "Institute Interface" means the Noops software licensed to Partner

under this Agreement as a NoopsApp Service.

1.21. "Business Day" means a day other than a Saturday, Sunday or public

holiday in Switzerland on which banks are open for business;

1.22. "Data Protection Legislation" means the DPA, the Privacy and

Electronic Communications Regulations, the General Data Protection

Regulation and any legislation and/or regulations implementing or

enacted pursuant thereto, or which amend, replace, enact or

consolidate any of them (including the General Data Protection

Regulation), and all other applicable laws and regulations including the

forthcoming General Data Protection Regulation ("GDPR"), applicable in

Switzerland pursuant to Articles 3 and 27, concerning personal data

processing and privacy that may exist in any relevant jurisdiction;

1.23. "NoopsApp Lookbook" means the inventory of images, including

but not limited to the Stylist Portfolio Photos, that may be displayed on

the Website, the App, NoopsApp's social media pages, and that are

accessible to users as a source of inspiration and that may occasionally

allow a Customer to book the Partner Services related to an image ;

1.24. "DPA" means the Swiss Data Protection Act of June 19, 1992;

1.25. "Serious breach" means a breach (including an anticipated breach)

that is not of minimal or trivial consequence to NoopsApp. In deciding

whether a breach is serious, it is not taken into account whether it

occurs by accident, incident, mistake or misunderstanding;

1.26. "Page(s)" means the web page(s) and content in the section assigned

to Partner on the Website or Application (including Partner's NoopsApp

home page and each page relating to Partner's Services offered on the

Website) as well as any page(s) and content on Partner's website(s);

1.27. "Partner" means you, the salon or spa, who enter into the Agreement

with NoopsApp on the Effective Date, acting on behalf of itself and all

of its employees and contractors ;

1.28. "Photos" has the meaning set forth in Section 4.1;

1.29. "Stylist Portfolio Photos" has the meaning given to it in clause 5.5 ;

1.30. "NoopsApp Photographer" means a freelance photographer whose

services are subcontracted by NoopsApp and to whom NoopsApp may

request to provide the Photography Service to a Partner ;

1.31. "Claim" has the meaning assigned to that term in Section 7.1 ;

1.32. "General Data Protection Regulation" or "GDPR" means

Regulation (EU) 2016/679 and any legislation and/or regulations, as

eligible for Swiss companies (art.3 and 27 GDPR), implemented or

promulgated thereunder, or which amend, replace, reformulate or

consolidate it from time to time, ;

1.33. "Reservation" means a Reservation made by a Customer, on the

Noops Application, which is paid online by the Customer, to NoopsApp,

at the time of the reservation, and for which the Customer chooses, at

the time of the reservation, a date and/or time at which he or she

wishes to receive such Partner Services ;

1.34. "Photography Service" means the photography service that may be

provided by NoopsApp to Partners in accordance with the terms and

conditions set forth in Clause 4 of this Agreement ;

1.35. "Partner Services" means the spa, beauty, hair and/or other

products and services that Partner provides to Customers as part of its

business and that are marketed by Partner to Customers using the

NoopsApp Services ;

1.36. "SEO Service" means the additional functionality, if desired by the

Partner, to increase the SEO visibility of the Partner's own website(s),

which may be offered as one of the additional NoopsApp Services in

consideration of the applicable Fees;

1.37. "Stripe Services" means the payment processing services provided

by Stripe to NoopsApp and Stripe Connected Accounts, including

services that enable the acceptance of payments from Customers, the

routing of funds to and from Stripe Connected Accounts, and the

disbursement of funds outside of Stripe ;

1.38. "NoopsApp Services" means the benefits and services that a Partner

may receive from NoopsApp, as set forth on the Partner online

registration page, in the Collaboration Agreement, any addendum to

that Agreement, and/or any email between NoopsApp and Partner ;

1.39. "Website" means the website at https://web.noops.app/ ;

1.40. "Stripe" means Stripe Payments Europe Ltd, a private limited liability

company organized under the laws of Ireland and Stripe Payments UK

Ltd, an English company, providing the Stripe Services to NoopsApp

and its Partners (also known as Stripe Connected Accounts) ;

1.41. "Indemnified Third Party" has the meaning set forth in Section 9.8;

1.42. "NoopsApp" or "Noops" means NoopsApp Sàrl (NoopsApp), a

limited liability company, registered in Switzerland under the IDE

446.686.591, whose registered office is located at Rue des Charmilles

4, 1203 Geneva, Switzerland ;

2. NoopsApp Services

2.1. In consideration of Partner's performance of all of its obligations

hereunder and subject to this Agreement, NoopsApp provides the

applicable NoopsApp Services to Partner which (unless otherwise

agreed) include a personal, non-exclusive, non-transferable and fully

revocable license to use, the terms of which are set forth in clause 3.

2.2. With respect to any NoopsApp Reservations, NoopsApp is acting and is

hereby appointed as the agent of the Partner to enter into such

Reservations with a Customer and (where applicable) to collect and

process payments on behalf of the Partner. Nothing herein shall

exclude or limit Partner's liability for the provision of Partner Services

to Customers.

2.3. NoopsApp may contact Partners regarding Reservations or any other

issues related to the NoopsApp Services and/or Partner Services, we

may contact you via email, phone, SMS or WhatsApp, using the

contact information you provided when creating your user account, as

a salon/spa.

2.4. In the case of a Corresponding Client, the Client and Corresponding

Client will be merged together.

2.5. Partner hereby agrees to pay all applicable Charges and to provide its

bank details to NoopsApp. If Partner fails to provide its bank details to

NoopsApp in accordance with this clause 2.6, Partner understands and

agrees that NoopsApp will cease the provision of all or part of the

NoopsApp Services with immediate effect and without further notice.

NoopsApp may, in its sole discretion, reinstate some or all of the

NoopsApp Services if the Partner provides payment details to

NoopsApp. NoopsApp will not be liable to Partner in any way for the

immediate termination of the NoopsApp Services in accordance with

clause 3.7 and subject to clause 13.2

For the avoidance of doubt, none of their own products or services are

offered, either by NoopsApp or by any company it controls via any

NoopsApp Service.

3. LICENSE OF THE SOFTWARE INTERFACE INSTITUTE, THE WEBSITE AND

THE APPLICATION - SERVICES AND DATA ACCESS

3.1. Upon payment of the applicable Fees, Partner may use the Website or

Application to process Partner Service Reservations for its own account

only.

3.2. Use of the Institute Interface by the Partner is at the Partner's own

risk. The service is provided "as is" and "as available".

3.3. Technical assistance is provided primarily by email and is a benefit, not

a right, to the Partner.

3.4. Partner understands and agrees that:

3.4.1. NoopsApp has administrator access to all parts of the Institute

Interface, including those parts specifically designed for the

Partner;

3.4.2. NoopsApp will track, through third party tools, the use of the

Institute Interface by Partner, its employees and contractors.

The tracking data will cover any unique interaction the user has

and the technical details of the browser and device used and will

include but not be limited to (a) appointment creation, (b)

employees making changes, and (c) calendar viewing. This

tracking will allow NoopsApp to understand how the Institute

Interface is being used by Partners and will allow NoopsApp to

develop and improve the Institute Interface. Partner is not

authorized to access this data and has no rights to this data and

Partners may not refuse this tracking. Partner is required to

alert its employees and contractors that such tracking will take

place. References to tracking are included in the NoopsApp

Privacy and Cookie Policy, which should be brought to the

attention of the Partner's employees and contractors; and

3.4.3. NoopsApp shall have and is authorized to have access to all data

provided directly by Partners and/or Customers or generated by

any Partner's and/or Customer's use of the NoopsApp Services

("NoopsApp Access"), including, but not limited to:

3.4.3.1. Partner Content;

3.4.3.2. all the data relating to the accounts of the Partners and

the use of the NoopsApp Services;

3.4.3.3. Customer's account information - User Generated

Content and details of Customer's use of Partner

Services;

3.4.3.4. all associated metadata, e.g., Partner and Client login

date/time; and

3.4.3.5. all personal data of Customers and Partners, as further

described in Section 8 and our Privacy and Cookie Policy.

3.4.4. NoopsApp retains NoopsApp Access after termination of this

Agreement for the retention period required by law or regulation

and in accordance with NoopsApp's retention policies.

3.4.5. A Partner may access its account and Customer data, including

Customer contact information, by logging into its Institute

Interface, and this may include reports containing compiled

information about the Partner, its employees and the Partner's

Customers. However, Partners do not have access to a

Customer's sites, physical addresses or other location

information. Upon completion of their NoopsApp account,

Partners may export their Customer Database prior to the

termination taking effect. For the avoidance of doubt, Partners

are not permitted to export, nor do they have any right to, any

User Generated Content.

3.4.6. Partners do not have access to any data provided by or

generated in the course of providing the NoopsApp Services to

all NoopsApp Partners generally and/or to all Customers

generally, in aggregate or otherwise. However, NoopsApp does

endeavor to share general trends at the national/regional level

through occasional newsletters to Partners who have consented

to receive marketing from NoopsApp (e.g., how often Customers

generally return, how long they browse our Website, etc.).

3.4.7. Certain third parties may access the data from time to time.

Customer Data and Partner Data provided for the purpose of

using the NoopsApp Services or generated in the course of

providing the NoopsApp Services will only be shared with third

parties to the extent necessary to properly provide the

NoopsApp Services. To see the other third parties with whom

data may be shared, see the Privacy and Cookie Policy.

Customers may opt-out of certain categories of cookies in

accordance with the Privacy and Cookie Policy and the Cookie

Preference Center.

3.5. Partner shall not:

3.5.1. reproduce, duplicate, copy, sell, resell or exploit all or part of

the Institute Interface;

3.5.2. allow any third party (including companies within the Partner's

group) to use or access the Institute Interface without the prior

express written permission of NoopsApp (which may be withheld

or given under such conditions as NoopsApp shall define in its

sole discretion) ;

3.5.3. send e-mails, SMS or other forms of electronic marketing to its

Customers via the Institute Interface (or otherwise) that are

unsolicited; or

3.5.4. disclose, share or sell any login information to access the

Institute Interface.

3.6. NoopsApp does not guarantee:

3.6.1. that the Institute Interface will meet the specific requirements

of the Partner;

3.6.2. that the Institute Interface will operate uninterrupted, timely,

secure and error-free;

3.6.3. that the information or results obtained through the use of the

Institute Interface will be accurate or reliable;

3.6.4. that the quality of the products, services, information or other

items purchased or obtained by the Partner through the

Institute Interface will meet the Partner's requirements or

expectations; or

3.6.5. that the errors in the Institute Interface will be corrected.

3.7. The Partner expressly understands and agrees that, with respect to its

use of the Institute Interface, subject to clause 13.2, NoopsApp shall

not be liable for any loss of revenue or profits, loss of contracts, loss of

goodwill, loss of data, or other consequential or indirect loss or

damage (even if NoopsApp has been advised by the Partner of the

possibility of such loss or damage) resulting from:

3.7.1. the Partner's use of, or inability to use, the Institute Interface;

3.7.2. unauthorized access to or modification of the Partner's

transmissions or data;

3.7.3. statements or actions of third parties on the Institute Interface;

or

3.7.4. any other problem related to the Interface Institute

3.8. NoopsApp will provide a user account and password to the Partner to

access the Institute Interface. Partner will save and hold the user

account and password details secret and securely stored and will not

disclose them to anyone other than those who need access to the

Institute Interface and who are aware of Partner's obligations to keep

such details secure. Partner will notify NoopsApp immediately of any

suspected breach of security or noncompliant use, including any use

that violates this Agreement, reasonable instructions given by

NoopsApp from time to time, and/or applicable law.

4. Photography Service

NoopsApp may, in its sole discretion, offer the Photography Service to licensed

Partners for a separate additional fee. If NoopsApp provides the Photography Service

to a Partner, the following additional terms apply:

4.1. No warranty is given as to the quality of the photos taken by the

NoopsApp Photographer (the "Photos") and/or their content or

layout. It is the Partner's responsibility to ensure that all persons (if

any) to be photographed are present at the appointment with the

NoopsApp Photographer, to ensure that all consents to be

photographed have been obtained from those appearing in the

Photographs and to agree with the NoopsApp Photographer that the

layout and content of the Photographs are to the Partner's taste.

4.2. Partner may use and publish the Photos on the following media only:

on the Website or App. For the avoidance of doubt, the Photos may not

be used on any other online marketplace platform on which the Partner

advertises the Partner's Services. It is possible to crop the Photos

within a certain limit but no other retouching is authorized and it is

strictly prohibited to the Partners to remove the copyright notices of

NoopsApp from the Photos.

4.3. The Partner acknowledges and agrees hereby that the Photos are used

under a non-exclusive and non-transferable license which will

automatically end if the Partner leaves the NoopsApp platform. Except

for the rights provided by this license, Partner shall have no

Intellectual Property Rights in the Photos. All the Intellectual Property

Rights on the Photos will be held by NoopsApp. For the avoidance of

doubt, NoopsApp may use the Photos in its own advertising and

marketing campaigns, on the Website, the App, and its own and its

social media pages and for any other purpose it deems appropriate.

4.4. Partner may not print, distribute, use, publish, exploit, retouch, crop,

modify or otherwise process the Photos except as provided in Section

4.2 of this Agreement or with the prior written consent of NoopsApp

which shall be given in NoopsApp's sole discretion and may be subject

to additional fees.

5. Obligations of the Partner

5.1. In consideration of receiving the NoopsApp Services, Partner agrees to

pay all applicable Charges to NoopsApp and to accept all Reservations

and to process and provide the Partner Services to the highest industry

standards and in accordance with the specific terms set forth in this

Agreement generally and specifically in clause 5. Any breach of clause

5.1 shall constitute a Material Breach of the Agreement.

5.2. Partner must accept all Reservations and may only refuse them in

exceptional circumstances, failing which Partner shall be deemed to be

in material breach of this Agreement and may lose any payments due

to it under the Agreement.

5.3. With respect to all Reservations, the Partner is bound by the

cancellation and postponement policy set forth in clause 5 of the

General Reservation Conditions. In summary:

5.3.1. NoopsApp and/or the Partner will offer a refund for Reservations

that are cancelled (or cannot be rescheduled) provided that the

relevant appointment is not scheduled within the next 48 hours.

5.3.2. If a Customer wishes to change the date and/or time of a

Reservation, and the Customer requests the rescheduling of the

appointment at least 1 hour before the appointment time, either

via the Website or App, or by contacting the Partner, the

Partner may endeavor to offer an alternative time and/or date

for the Reservation that is convenient for the Customer. If a

Partner is unable or unwilling to execute a Reservation following

a Customer's request for a change referred to in this clause 5.3,

the Customer may choose to proceed with the Reservation or

cancel it in accordance with clause 5.3(b), i.e. :

5.3.2.1. if the Customer cancels the appointment, and provided

this is at least 48 hours before the initial appointment,

NoopsApp will treat the Reservation as cancelled by the

Customer and refund the full amount of the order to the

Customer; or

5.3.2.2. if the Customer cancels the appointment less than 48

hours before the initial appointment, NoopsApp will

consider the Booking as cancelled by the Customer and

no refund will be due.

5.3.3. If a Partner wishes to change the date and/or time of a

Reservation, if the Customer is unable or unwilling to accept

such change, NoopsApp will treat such Reservation as cancelled

by the Partner and refund the full amount of the Reservation to

the Customer. However, if NoopsApp deems it reasonable under

the circumstances and in its sole discretion, NoopsApp may still

require Partner to pay the applicable amount of Commission

that would have been owed by Partner for such Reservation.

5.4. Partner is responsible for ensuring that all Partner Content (including

details and prices of Partner Services) that it posts or provides to

NoopsApp for posting on the Page(s) is accurate, correct and not

misleading. This only includes the posting of discounted prices where

the Partner Services have genuinely been offered at a higher price

previously and are only available at a discounted price for a short

period of time. Any breach of clause 5.4 shall constitute a Material

Breach of the Agreement.

5.5. Partner ensures that:

1. when uploading Partner Content that consists of photographs of

employees or contractors' work ("Designer Portfolio Photos"),

Partner employees and contractors may only upload Designer Portfolio

Photos for which they have full copyright and/or permission to display

on any platform, for any purpose, including, but not limited to,

marketing, advertising, commercial and/or editorial purposes

worldwide and for an indefinite period of time, including, but not

limited to, on the Partner's own website and social networks, the

Application, and the NoopsAppl Lookbook;

2. Partner's employees and contractors have obtained the express written

consent of all persons featured in the Designer Portfolio Photos to use

them properly; and

3. the Designer Portfolio Photos will not contain, in any way, any nudity,

obscenity or content that is likely to intimidate, upset, alarm, offend or

include anything that is sexually explicit, illegal or promotes violence or

hatred.

5.6 If, at any time, NoopsApp suspects that the Stylist Portfolio Photos have

been uploaded without the related rights or consent as set out in clause 5.5

(a) and (b) above, or, if in its sole discretion, NoopsApp believes that the

Stylist Portfolio Photos are inappropriate in any respect, having regard to

clause 5.5 (c), then it shall be a Serious Breach of Contract and NoopsApp,

without limiting the availability of any other remedy that may be available,

may remove the Stylist Portfolio Photos in its sole discretion.

5.7 The Partner is responsible for and agrees to comply with all legal and

regulatory reporting requirements, including but not limited to the

information required to be posted on its website.

5.8 The Partner acknowledges and agrees that its Page(s) on the Website and

App shall not contain any contact data, direct references or links to the

Partner or its website, app, tool or other means or to websites, platforms,

tools or other means of third parties.

5.9 The Partner must ensure that its name and commercial address are

clearly visible for the Customers concerning all the NoopsApp Services which

they use.

5.10 The Partner shall at all times provide the Partner Services on the

Website and App at a price that is accurate and consistent with the best

available rate offered on the Partner's own website. If a Customer provides

evidence of a better price available on the Partner's own website for Partner

Services booked through the Website or App, NoopsApp reserves the right to

refund the difference to the Customer and adjust the amount paid to the

Partner for such Partner Services accordingly. Different prices on the Partner's

website compared to the prices displayed on the Website or Application would

create a poor customer experience and is not consistent with the NoopsApp

partnership. It could also result in an unavoidable increase in Charges. For

the avoidance of doubt, the Partner is allowed to offer lower prices or special

offers to closed groups of people, both online and offline, such as members of

its loyalty program, or directly in the Partner's living room and on other online

sales platforms. A breach of this clause 5.10 shall constitute a material

breach of this Agreement.

5.11 Partner shall ensure that it has obtained the consent of each of its

employees and contractors to be listed on the Website and App, including but

not limited to contact information such as name, expertise, contact data,

availability, services offered and photographs.

5.12 The Partner is solely responsible for ensuring that information regarding

the availability of dates and times is kept fully up to date so that potential

Clients are able to see the exact availability of dates and times at the time of

making a Booking.

5.13 If a Customer makes a Reservation and the Partner encourages the

Customer to cancel the Reservation and make a separate reservation directly

with the Partner, the Partner is in material breach of this Agreement.

5.14 If NoopsApp has reasonable grounds to suspect that the Partner has

directly or indirectly attempted or is attempting to avoid payment of Charges,

this constitutes a Material Breach of this Agreement and entitles NoopsApp to

withhold payments due to the Partner under this Agreement, without limiting

any other remedies available to it.

6. Customer service and complaints

6.1. Partner shall endeavor to provide high quality Partner Services to all

Customers and shall promptly address business inquiries, problems or

questions relating to Reservations or potential Reservations, including

Customer complaints.

6.2. The Partner will be directly liable to the Customer in case of failure to

meet the Customer's expectations or in case of legal liability in

connection with the Partner's Services, unless such liability results

from negligence on the part of NoopsApp.

6.3. NoopsApp will transfer to the Partner any Customer complaints it

receives and the Partner will acknowledge receipt of all complaints and

respond to the affected Customer within 48 hours of the Partner

receiving the complaint (whether such complaint is received directly

from the Customer or through NoopsApp).

6.4. The Partner will endeavor to resolve claims within 14 days and shall

notify NoopsApp of any correspondence between the Partner and the

Customer regarding the claim and generally keep NoopsApp informed

of the progress and status of the claim.

6.5. The Partner acknowledges and accepts by the present that the Website

and the App include a platform of comments on which the Customers

can post opinions, visible by the public, about their experiences with

NoopsAppl and with the Partner (in particular concerning the Services

of the Partner) ("Content generated by the users"). The Partner

must know that this platform cannot be refused and that it can contain

opinions and/or negative comments of Customers, independent of the

will of NoopsAppl. The Partner has the possibility, if he is the subject of

a User Generated Content, to answer opinions concerning him.

However, the content that the Partner posts in response to User

Generated Content must be polite and professional and

non-threatening or aggressive, and it may be reviewed by NoopsApp

(and may be deleted or modified at NoopsApp's sole discretion if

NoopsApp deems it necessary). For the avoidance of doubt, Partner

shall have no right of redress (including without limitation the right to

terminate the Agreement) as a result of user-generated Content

naming or referring to Partner. However, if the Partner, acting

reasonably, believes that any User Generated Content is defamatory of

the Partner or any person or otherwise violates the rights of any

person, the Partner may report and declare such User Generated

Content to NoopsApp. In such event, NoopsApp will investigate it and

take such action as it deems necessary or advisable (including, without

limitation, removal or modification of the relevant portion of the User

Generated Content) in its sole discretion. Partner shall only respond to

a review made via the review platform and shall never contact or

attempt to contact a customer in response to a review other than via

the review platform, even where Partner knows the identity of the

customer who left a review or can determine the identity of the

customer through other means. Any breach of this clause 6.5 shall

constitute a material breach of this Agreement.

7. COMPLAINTS FROM PARTNERS

7.1. If Partner has a complaint regarding any NoopsApp Service, Partner

should contact NoopsApp at info@noopsapp.com with the subject line

"Formal Complaint" ("Complaint"), providing as much information as

possible regarding the Complaint.

7.2. NoopsApp will respond to the Partner by acknowledging receipt and

then investigate the matter.

7.3. Upon receipt of the Complaint, the NoopsApp customer experience

team, together with the account executive responsible for that Partner,

will work together to internally investigate the Complaint, taking into

account the importance and complexity of the issue raised.

7.4. If the Claim involves a Partner's Account Executive, another member of

the Procurement Team will participate in the investigation in his/her

place.

7.5. NoopsApp will respond to the Partner with its findings in response to

the Complaint, and, if applicable, with a suggested solution.

7.6. If the Partner or NoopsApp prefers, at any time, to refer any dispute to

mediation, NoopsApp wishes to engage the following mediators

www.cedr.com/ (but the Partner and NoopsApp may jointly appoint a

different mediator if they wish).

8. Customer data

8.1. For the purposes of this clause, "data controller", "processor", "data

subject", "personal data", "processing" and "appropriate technical and

organizational measures" shall have the meanings assigned to them in

the applicable Personal Data Protection Legislation.

8.2. NoopsApp and the Partner each acknowledge that under the Personal

Data Protection Legislation:

8.2.1. regarding the personal data of the Partner's Customers, the

Partner is the data controller and NoopsApp is the data

processor;

8.2.2. With regard to the personal data of the Customers, the Partner

and NoopsApp each act as an independent data controller;

8.3. To the extent that NoopsApp and Partner are each data controllers of

personal data, they respectively acknowledge and agree that:

8.3.1. except as required by clause 6, each party is responsible for

ensuring its own compliance with the Personal Data Protection

Legislation, including the GDPR, as applicable in Switzerland

(Art.3 and 27);

8.3.2. Partner shall promptly notify NoopsApp (in any event, within 24

hours after Partner or its employees or contractors become

aware) of any accidental or intentional damage, alteration,

destruction, unauthorized disclosure, loss, misuse, or theft of

any Customer's personal data to which Partner has access

("Security Incident"). Partner shall fully cooperate and

promptly assist NoopsApp in its efforts to (i) investigate,

remedy, and mitigate the effects of the Security Incident, and

(ii) satisfy notification obligations to individuals, Customers and

regulatory authorities;

8.3.3. the Partner shall not do, or fail to do, and shall ensure that both

its staff and other representatives do not do or fail to do,

anything that would (or would reasonably be expected to) put

NoopsApp or its Affiliates in breach of any provision of any

Legislation relating to the protection of personal data and shall

take all necessary steps to ensure the reliability of its employees

and agents who may have access to personal data and ensure

that its employees, agents are informed of the confidential

nature of personal data and that they are trained in the laws

applicable to the processing of personal data;

8.3.4. the Partner agrees to implement and maintain sufficient

technical and organizational measures to ensure that its

processing of personal data complies with the Legislation on the

protection of personal data and that such personal data is

protected against unauthorized or unlawful processing and

against accidental loss, destruction, damage, theft, alteration or

disclosure;

8.3.5. the Partner agrees to process personal data of the Customers

only for the purpose of offering the Services of the Partner to

these Customers and, in the case where the Customers have

expressly agreed by means of an opt-in consent to receive

marketing by email, for the purpose of marketing by email and

in any case within the framework of the NoopsApp Services; and

8.3.6. In the event that the Partner, its Affiliates or its suppliers need

to transfer personal data of Customers to locations outside of

Switzerland, the Partner assumes full responsibility (and accepts

full obligations) to ensure that such personal data is processed

in compliance with the Data Protection Legislation.

8.4. Where the Partner is the data controller of personal data, NoopsApp is

the subcontractor and this concerns the personal data of Customers,

such personal data shall be processed by NoopsApp in compliance with

the obligations of Article 3 and 27 of the GDPR, subject to the

provisions of clause 8.9 repeated below and subject to NoopsApp being

able to charge the Partner for the assistance provided which has not

been expressly defined in this Agreement, as a service obligation of

NoopsApp.

8.5. NoopsApp reserves the right to process Customer personal data as set

forth in its Advertising Cookie Policies and Privacy Rules (as updated

from time to time) and Partner hereby irrevocably and unconditionally

agrees and consents to the processing of such personal data by

NoopsApp. The Partner further warrants that each Customer of the

Partner has been informed of the manner in which NoopsApp will

process personal data. Without limiting the obligations of the Partner in

this agreement, the Partner acts promptly to include any information

reasonably required by NoopsApp in the privacy policy of its website or

any other documentation intended for the Customer in order to assist

each party to comply with the Legislation as regards protection of

personal data.

8.6. The Partner recognizes that the property of all the intellectual property

rights relating to the personal data of the Customers in Account

Institute belong to NoopsApp or its Affiliates and the Partner transfers,

with all the guarantees of use, in an irrevocable and unconditional way

all these rights to NoopsApp. NoopsApp grants the Partner a

non-exclusive license to use such personal data to operate its

business, subject to the Partner's continued compliance with the

provisions of this Agreement.

8.7. The Partner warrants and represents that it will process the personal

data of the Partner's Customers in compliance with the Personal Data

Protection Legislation and in particular that its employees, contractors,

partners and suppliers will only send marketing or promotional

communications to Customers who have consented to such

communications. The Partner's use of the Customer's personal data is

undertaken at its own risk, and the Partner is responsible for ensuring

that its use, as well as that of its employees, contractors, partners or

suppliers, complies fully with the Data Protection Legislation.

8.8. In the situation where a Customer informs a Partner or one of its

employees or service providers that it no longer wishes to receive

promotional material from NoopsApp and/or its Affiliates, the Partner

must promptly (in any event no later than 48 (forty-eight) hours after

being notified) inform NoopsApp in detail and in writing so that

NoopsApp can respond to this request.

8.9. In the event that a data subject requests each party to exercise any of

the rights of data subjects under the Personal Data Protection

Legislation, and to the extent that each party can reasonably request

information or assistance from the other party to give effect to any

such right, the other party should provide such information or

assistance within a reasonable time, each party bearing its own costs

in this regard.

8.10. In the event that either party receives a request from a data protection

authority to provide information relating to this contract or the

relationship between the parties, that party shall promptly notify the

other party unless prohibited by law.

8.11. Any breach of clause 8 by the Partner, or its employees, contractors or

agents, shall constitute a Material Breach of the Agreement.

8.12. Partner shall indemnify and hold harmless NoopsApp and its Affiliates

from any loss, claim, cost, damage or proceeding suffered or incurred

by NoopsApp and/or its Affiliates arising out of or in connection with

Partner's breach of this clause 8.

8.13. This clause shall survive the termination or expiration of this

Agreement in its entirety.

9. Guarantees and indemnification of the Partner

9.1. Partner shall deliver to NoopsApp the Partner Content reasonably

requested by Partner to provide the NoopsApp Services.

9.2. Partner hereby grants a non-exclusive, royalty-free, irrevocable,

worldwide right and license (or sublicense, as applicable) to use,

reproduce, distribute, sublicense, communicate and make available

Partner Content on the Website, the App, the NoopsApp Lookbook,

NoopsApp's social networking pages and any other Distribution

Networks, and for any other purpose that is necessary or required by

NoopsApp for the exercise of its rights and obligations set forth in this

Agreement, and for any other purpose, including, but not limited to,

marketing, advertising, commercial and editorial purposes..

9.3. Partner hereby grants NoopsApp the right to:

9.3.1. remove, modify, reduce or otherwise redesign Partner Content

published on the Website, the Application, and/or the NoopsApp

Lookbook for any reason, including those where the Partner

Content does not - in NoopsApp's reasonable opinion - satisfy

the warranties of clause 9.4 or where the Partner Content

violates the provisions of this Agreement; and

9.3.2. use search engine optimization services, pay-per-click

advertising, or any other mechanism that embodies,

incorporates, or quotes (in whole or in part) the Partner's trade

name or any other mark used in connection with the Partner's

Services.

9.4. Partner warrants, promises and represents that:

9.4.1. the Partner Content that it delivers to NoopsApp under this

Agreement and/or that it publishes (or delivers to NoopsApp for

publication) on the Website , the Application, the Distribution

Networks, the Partner Site and/or the NoopsApp Lookbook, if

any will be accurate in all respects and will not infringe the

rights of any other person (including Intellectual Property

Rights) or be defamatory, unlawful, offensive, threatening or

pornographic or otherwise not in accordance with general

standards of good taste and decency; and

9.4.2. it complies with all applicable laws and advertising regulations in

connection with the marketing, sales and provision of the

Partner Services and that it obtains all licenses, approvals,

authorizations and assurances necessary or reasonable for the

Partner in connection with its business activities and personnel

(and particularly in connection with the provision of the Partner

Services). This includes ensuring that all prices quoted as

discounts are true discount prices and have been previously

higher and only discounted for a short period of time as

advertised.

9.5. Any breach of clause 9.4 shall constitute a Material Breach of the

Contract.

9.6. The Partner hereby agrees to indemnify and hold harmless NoopsApp

and its officers, directors and employees, from and against all claims,

demands, obligations, actual or alleged causes of action, suits,

damages, liabilities, fines, judgments, costs (including settlement

costs), related expenses (including payment of reasonable fees and

disbursements) and losses (including without limitation direct, indirect

or consequential losses, lost profits, loss of reputation, and all interest,

penalties and legal costs (calculated on a full indemnity basis)) and all

reasonable professional fees and expenses arising out of or in

connection with a breach by the Partner of any provision of the

Agreement or arising out of any action brought by a third party in

respect of the Partner Services provided (or not provided), or the

actions (or omissions) of the Partner or any person (other than

NoopsApp) acting on its behalf, including without limitation any action

brought in connection with a Data Protection Act, Partner Content or a

Customer's visit to the Partner's salon.

9.7. Partner acknowledges that NoopsApp is entering into this Agreement

for its own benefit but also as agent for the benefit of and on behalf of

each of its officers, directors and employees (each an "Indemnified

Third Party" and, collectively, the "Indemnified Third Parties")

and that the rights to indemnification set forth in Section 9.6 will be

the rights and benefits of each Indemnified Third Party (as if it were a

party to this Agreement in its own right). NoopsApp shall be entitled to

enforce such rights under this Agreement as agent for each

Indemnified Third Party. Notwithstanding the foregoing, Partner and

NoopsApp may agree in writing to modify any provision of the

Agreement without the consent of Indemnified Third Parties even if

such modification affects or will affect the rights conferred upon

Indemnified Third Parties hereunder.

9.8. This Section 9 shall survive the termination or expiration of this

Agreement.

10. Terms of payment

10.1. Payment processing services for Partners are provided by Stripe and

are subject to the Stripe Services Agreement. By accepting these

Partner Business Terms and continuing to use the NoopsApp Services,

Partner agrees to be bound by the Stripe Services Agreement, which

may be amended by Stripe from time to time. Under no circumstances

may the Stripe Services be used in violation of the Stripe Services

Agreement, and any breach of this obligation by a Partner shall

constitute a material breach of this Agreement. Subject to consent to

the Stripe Services Agreement, approval by Stripe to become a Stripe

Connected Account, and in order for NoopsApp to offer the Stripe

Services, the Partner shall comply with the following additional

conditions. A Partner may not be a Stripe Connected Account without

meeting the following conditions:

10.1.1. The Partner agrees to provide NoopsApp with accurate and

complete 'Know Your Customer' information about its business

and business ownership and to update this information as

necessary to ensure its accuracy at all times;

10.1.2. Partner hereby authorizes NoopsApp to act on its behalf in the

creation and management of its Stripe Connected Account, for

any other activities necessary for the operation of the Stripe

Connected Account, and to receive notices from Stripe on its

behalf, including tax invoices;

10.1.3. Partner hereby authorizes NoopsApp to access its Stripe

Connected Account Data and to share Stripe Connected Account

Data with Stripe. Stripe and NoopsApp shall each be responsible

for verifying that the Stripe Connected Account Data in their

possession or control is protected from unauthorized disclosure;

and

10.1.4. Partner understands and acknowledges that if NoopsApp

suspects Partner of fraudulent, illegal, deceptive, or abusive

activity, Partner is contractually obligated to promptly notify

Stripe upon learning of such activity.

10.2. NoopsApp will issue a billing statement once a month to Partner (the

"Billing Statement") which will state in the account summary at the

beginning of the Billing Statement (the "Account Summary"):

10.2.1. the balance carried forward from the previous Billing Statement,

if any;

10.2.2. What NoopsApp owes Partner for Reservations Made during the

period since the last Billing Statement;

10.2.3. what the Partner owes NoopsApp for Charges since the last

billing statement (e.g. charges for additional services such as

SEO Service, if desired by the Partner etc.); and

10.2.4. the resulting account balance (the "Closing Balance") owed by

NoopsApp to Partner.

10.3. The Billing Statement will also detail all Reservations and Charges,

including

10.3.1. Charges owed to NoopsApp by the Partner that are not directly

related to the collection by NoopsApp of the payment of a

Reservation from a Customer (i.e. where other Charges or

amounts are owed by the Partner to NoopsApp); and

10.3.2. Cancellations.

10.4. If the Closing Balance is negative, NoopsApp will transfer the Closing

Balance to the Partner within 3 to 5 Business Days from the date of the

Billing Statement (provided that the Partner has provided its bank

account information to NoopsApp) and no further action will be

required of the Partner with respect to such Billing Statement.

10.5. If the Closing Balance is positive, Partner authorizes NoopsApp to send

instructions on its behalf to the financial institution associated with its

payment details (as entered in the Institute Interface), to take any

payment due to NoopsApp from Partner in accordance with the Billing

Statement on Partner's account. In the event that a payment to which

NoopsApp proceeds fails, Partner shall be required to transfer the

Closing Balance to NoopsApp within 14 days of the date of the Billing

Statement to the account for which contact information is provided on

the Billing Statement, by any means that Partner chooses from those

that NoopsApp makes available, at the appropriate time. If Partner has

any questions about the Billing Statement, Partner should contact

NoopsApp as soon as possible.

10.6. If the Closing Balance is zero, the Billing Statement will indicate that

the Closing Balance is settled and that no further action is required by

NoopsApp or Partner on that Billing Statement.

10.7. For Reservations, the following conditions apply:

10.7.1. NoopsApp collects the prepayments from the Customers as a

sales agent of the Partner and the Customer's debt to the

Partner is cleared upon receipt of the prepayment by NoopsApp

;

10.7.2. unless otherwise agreed in writing between NoopsApp and

Partner, the return of monies collected by NoopsApp and due to

Partner shall be strictly contingent upon Partner providing

Partner Services pursuant to a Reservation in accordance with

this Agreement ;

10.7.3. subject to Partner's compliance with Clause 10.7(b) above,

repayment of the Closing Balance shall be due from NoopsApp

or Partner, as the case may be, in accordance with Clause 10.4

or 10.5 above.

10.8. The Partner shall make all payments due to NoopsApp in accordance

with clause 10.5 without making any deductions, whether by way of

set-off, retention, counterclaim, remittance or otherwise. Any amount

owed by the Partner to NoopsApp under these Terms, unpaid on or

before its due date shall render all amounts owed by the Partner to

NoopsApp due and payable immediately and, without prejudice to any

other rights or remedies that NoopsApp may have, NoopsApp shall be

entitled:

10.8.1. suspend or terminate the provision of the NoopsApp Services

and this Agreement, including deactivation of the Partner's

listing on the Website and App, until payment or credit

arrangements satisfactory to NoopsApp are made;

10.8.2. charge the Partner for the costs of obtaining a judgment or

payment, to include all reasonable professional fees (including

legal fees) and other costs of the proceedings or any other debt

collection proceedings;

10.9. Partner is responsible for any refunds, chargebacks, bank charges or

other administrative fees ("Bank Charges") incurred by NoopsApp as

a result of Partner's failure to notify NoopsApp of changes to payment

details and/or agreements, including:

10.9.1. bank account details;

10.9.2. cancellation of a direct debit mandate;

10.9.3. insufficient funds;

10.9.4. the expiration of the card.

10.10. NoopsApp reserves the right to deduct from the balance collected by

NoopsApp on behalf of the Partner the amounts owed to NoopsApp by

the Partner, before paying the Closing Balance to the Partner.

10.11. All payments due from NoopsApp to the Partner will be made by bank

transfer using the bank details provided by the Partner to NoopsApp in

the Institute Interface (and shown on the Billing Statement) and it is

the Partner's responsibility to ensure that these details are accurate.

NoopsApp will make payments due to the Partner directly to the

Partner only and may not make any payment to a third party. Partner

agrees to fully indemnify and hold harmless NoopsApp from any loss,

damage or claim arising from Partner's failure to notify NoopsApp of a

change in its bank account information, including any resulting Bank

Charges to NoopsApp.

10.12. In the event of a dispute between NoopsApp and the Partner, any

amount of the Commission that is not disputed will be paid to

NoopsApp in accordance with clause 10. The Partner must inform

NoopsApp of its disagreement within 14 days of receipt of the Billing

Statement and it must state the detailed reason for its disagreement.

Failing this, the Billing Statement is deemed accepted by the Partner.

For the avoidance of doubt, this is a different procedure from the

Partner complaints procedure described in Section 7, and these terms

and conditions on the payment of a Commission apply whether or not

the Partner makes any Complaint and regardless of the outcome of any

Complaint.

10.13. Partner shall be responsible for withholding and deferring taxes

applicable to the Commission under all applicable laws and requests of

the appropriate taxing authorities, including any interest and penalties

imposed for late payment or failure to withhold. If necessary, Partner

shall be solely responsible for agreeing with the appropriate taxing

authority as to the tax treatment of the Commission. Partner shall,

upon request by NoopsApp, provide NoopsApp with copies of tax

payment certifications and/or tax exemption certifications. The Partner

represents and warrants that it is duly registered with the relevant tax

authorities, where required.

10.14. The Partner understands and acknowledges that NoopsApp is a

commercial booking agent and does not provide Partner Services to

the Customer. The contract for the Partner Services is concluded

between the Partner and the Customer and therefore it is the

responsibility of the Partner, if registered for VAT, to charge VAT on

the total value of the Booking and to provide a VAT invoice to the

Customer if requested. The NoopsApp services are subject to the

re-invoicing rule. The VAT is due by the beneficiary of the service in

accordance with article 130 of the Swiss Constitution of June 12, 2009.

10.15. In the event of fraudulent or allegedly fraudulent activity by the

Partner or if NoopsApp is required by law, court order, governmental

instruction, arbitration award or under its cancellation policy to refund

all or part of the Reservation, NoopsApp reserves the right to claim

from the Partner a refund of any amount that the Customer claims

from NoopsApp.

10.16. Any breach of this clause 10 by the Partner shall constitute a material

breach of this Agreement.

11. Duration of the contract

11.1. This Agreement shall be effective as of the Effective Date and shall

continue without limitation in time unless terminated in accordance

with the sections below:

Termination for Convenience by Either Party

11.2. This Agreement may be terminated, at any time, by registered mail, by

either party to the other under the terms of this section or as

otherwise permitted by law.

11.3. If NoopsApp decides to terminate this Agreement, we will contact you

at the email or phone number you provided in the Institute Interface.

Termination for a valid reason by NoopsApp

11.4. NoopsApp may terminate this Agreement with immediate effect for

cause, including (a) if a Partner violates this Agreement or any law or

regulation (including Data Protection Legislation), or does anything

that violates the rights of a third party including matters affecting the

security of a service, fraud or data breaches, (b) if a Partner behaves

in any illegal or inappropriate manner towards a Customer (including

where a Customer has reported it to the police), NoopsApp's

employees and/or the Partner's own employees, or (c) if there has

been more than one Customer claim regarding a Partner

("Compelling Reason").

Termination for fault by either party

11.5. Either party may terminate a NoopsApp Service with immediate effect

by written notice to the other party if:

11.5.1. the other party commits a Serious Breach of any of the

provisions of this Agreement insofar as they relate to any

NoopsApp Service, (including in particular a breach of Articles

5.1 (payment of Charges and acceptance of Reservations), 5.2

(refusal of Reservations only in exceptional circumstances), 5.5

(ensuring accuracy of Partner Content), 5.6 (consent for Stylist

Portfolio Photos), 5.10 (price parity), 5.15 (non-solicitation of

Clients), 6.5 (proper use of the notice platform), 8 (Client Data),

9.4 (consents to Partner Content), and 10 (Payment Terms) and

that breach cannot be cured or, if curable, the party fails to cure

within 7 days of receipt of written notice setting forth the full

details of the breach and requesting that it be cured;

11.5.2. the other party commits a not serious but continuing breach

(which may or may not be remedied) of any of the provisions of

this Agreement;

11.5.3. the beneficiary of an encumbrance takes possession of property

or assets of the other party or a liquidator is appointed for such

property or assets;

11.5.4. the other party enters into a voluntary agreement with its

creditors or goes into administration;

11.5.5. the other party goes into liquidation (except for purposes of

merger or reorganization and such that the resulting corporation

effectively agrees to be bound by or assume the obligations

imposed on such other party under this Agreement);

11.5.6. an event similar to the foregoing occurs under the law of any

jurisdiction with respect to that other party; or

11.5.7. the other party ceases or threatens to cease doing business.

Freezing of the NoopsApp Services

11.6. NoopsApp may temporarily freeze the account of any Partner, so that

the Partner may no longer receive Reservations through NoopsApp and

no longer be visible on the Website, the Application including in search

results, if the Partner commits, or is suspected of committing, a

Substantial Breach of any of the provisions of this Agreement

(including, but not limited to, a breach of section 5.1 (payment of

Charges and acceptance of Reservations), 5.2 (refusal of Reservations

only in exceptional circumstances), 5.5 (ensuring accuracy of Partner

Content), 5.6 (consent for Designer Portfolio Photos), 5.10 (price

parity), 5.13 (non-solicitation of Clients), 5.14 (avoidance of Charges),

6.5 (proper use of the notice platform), 8 (Customer Data), 9.5

(consents to Partner Content), and 10 (Terms of Payment) or if

NoopsApp investigates a possible Compelling Reason for termination.

11.7. If, after such review, NoopsApp reasonably believes that a Substantial

Breach has occurred, or that there is a Compelling Reason for

termination, NoopsApp may terminate this Agreement pursuant to the

above section.

11.8. In addition to the foregoing and for the avoidance of doubt, Section

10.8(a) also details the situations in which Partner or NoopsApp may

terminate this Agreement.

11.9. Termination of this Agreement for any reason shall not affect the rights

and remedies of the parties acquired as of the date of termination.

11.10. Upon termination of this Agreement, Partner will no longer have access

to Institute Account. Partner must download any data or information

stored in the Institute Interface prior to termination. If the Partner is

unable to do so and would like to access any of its data in the Institute

Interface, the Partner should contact its Account Executive, who will

ensure that such data or information is encrypted and emailed to the

Partner, to the extent legally and practically possible.

12. Privacy

12.1. Each party acknowledges that under and during the term of this

Agreement, it may receive or otherwise become aware of information

relating to the other party, its marketing plans, customers, operations,

development plans, finances, technology or business that is

proprietary, confidential in nature, to the other party (the

"Confidential Information").

12.2. Each party agrees to maintain and cause to be maintained the

confidentiality of the Confidential Information at all times and to

provide and cause to be provided security and protection of the

Confidential Information against theft, damage, loss or unauthorized

access, and shall not at any time during the term of the Agreement

and thereafter without the prior written consent of the owner of the

Confidential Information, from using, disclosing, exploiting, copying or

modifying, directly or indirectly, any Confidential Information, or

authorizing or permitting any third party to do so, other than for the

sole purpose of exercising its rights and performing its obligations

hereunder.

12.3. The provisions of this clause 12 and the obligations imposed by it shall

not apply to Confidential Information that:

12.3.1. are in the public domain at the time of their receipt by the

recipient;

12.3.2. subsequently fall into the public domain through no fault of the

recipient, its officers, employees or agents;

12.3.3. are legitimately received from a third party by the recipient

without any restrictions; or

12.3.4. are already known to the recipient prior to its receipt hereunder.

12.4. Recipient may disclose Confidential Information on a confidential basis

to a professional advisor of Recipient or if required to do so by law,

regulation or decision of a competent authority.

12.5. This clause shall survive the termination or expiration of this

Agreement.

13. Responsibility

13.1. Subject to clause 13.2, in no event shall NoopsApp's maximum total

liability under or pursuant to this Agreement or any related agreement,

whether in contract, tort (including negligence) or otherwise, exceed

the Charges due to NoopsApp hereunder as of the date of the event

giving rise to the claim. Furthermore, NoopsApp shall not be liable for

any loss of revenue or profits, contracts, goodwill or other intangible

losses or indirect or consequential loss or damage of any kind arising

out of and caused by tort (including negligence), breach of contract or

otherwise (even if NoopsApp has been advised by Partner of the

possibility of such loss or damage).

13.2. Nothing in this Agreement excludes or limits in any way the liability of

NoopsApp for fraud or for death or personal injury caused by its

negligence or wilful misconduct or any other liability to the extent that

it cannot be excluded or limited under any statutory provision.

13.3. This Section 13 shall survive the termination or expiration of this

Agreement in its entirety.

14. NOTATION

14.1. There are parameters for determining the rating of the listings made

available to Customers through the Application and/or the Website.

The order of appearance of a Partner's listing in the search results,

when a Customer searches for Partner Services on the Application

and/or the Website depends on a number of parameters, the main

ones being:

14.1.1. the age of the list (the most recent lists have a higher rating);

14.1.2. how many reviews have been received (few reviews may mean

a lower rating), whether those reviews are recent (more recent

reviews may result in a lower rating), and how the reviews rate

the Partner (negative reviews may result in a lower rating);

14.1.3. the search parameters included by the Customer and the

Partner's availability and ability to meet the search criteria (e.g.

appointment time and date or location; if a Partner has limited

availability at the times requested by the Customer, the Partner

will not be displayed as high in the search results as in other

searches);

14.1.4. a Partner's reliability based on the number of cancellations or

rescheduling of Reservations by the Partner or its lack of

responsiveness to Customer order confirmations (each resulting

in a lower rating); and

14.1.5. the location of the Customer if the Customer has authorized the

sharing of their location with NoopsApp via the Application or

their browser (the Partners being closest to the Customer's

location will be better positioned in the search results).

These parameters are used because they accurately show the

Customer the experiences of other Customers and the Partner

Services available and suitable for them, and allow a Customer

to see new listings, the most recommended listings (based on

Customer reviews) and any Partners with the best availability

and reliability.

14.2. Customers can also refine search results and ratings by searching with

the phrases "Recommended", "Top Rated", "Price" or "Discount";

14.2.1. If a Customer searches with the term "Recommended", the

order of appearance of Partners will be based on a combination

of a Partner's availability at the times requested by the

Customer, location and rating;

14.2.2. If a Customer searches with the phrase "Top Rated", the order

of appearance of Partners will be based on the number of

reviews they have received, how recent those reviews are, and

the rating obtained.

If a Customer does not filter the search results with the

categories listed in this section 14.2, the rating will be based on

the parameters listed in section 14.1.

14.3. Partners may access Customer ratings and reviews of their Partner

Services by visiting the Website or the Application or via the Institute

Interface, but Partners have no rights to such reviews, and may not

make copies of such reviews upon termination of the Partner's account

and/or termination of the NoopsApp Services.

14.4. NoopsApp does not receive any direct or indirect remuneration or

equivalent from any Partner to improve its rating in the search results.

15. Miscellaneous provisions

15.1. All rights in the Website, the Application, and their content including,

without limitation, Customer Comments, except for Partner Content,

and all other Intellectual Property Rights owned by or licensed to

NoopsApp remain the property of NoopsApp. Nothing in this

Agreement shall give the Partner any rights in respect of such

Intellectual Property Rights or the goodwill associated therewith. In

order to standardize the Website and its content (including Partner

Content), NoopsApp may modify, in its sole discretion and from time to

time, the format, content and style of the descriptions, photos and

menus on the Show Page.

15.2. In the event of a change of control or management of the Partner, the

Partner shall notify the new owner or manager of the existence and

terms of this Agreement and inform NoopsApp of the contact

information of the new personnel involved.

15.3. Any notice, invoice or other communication required to be served by

either party on the other will be satisfactorily served if sent to the

other party at the address set forth in this Agreement (or at such other

address as notified to the other party in writing or by email). Notices

sent by registered mail shall be deemed served three business days

after the day of mailing. In all other cases, notices shall be deemed

served on the day they are actually received.

15.4. We have the right to revise and amend these Terms from time to time

to reflect changes in market conditions affecting our business, changes

in technology, changes in payment methods, changes in laws and

regulatory requirements, and changes in our system's capabilities, so

please review our Terms regularly. These are available on our Website

at all times.

15.5. The relationship of the parties is that of independent contractors

dealing at arm's length. Except as otherwise provided in this

Agreement, nothing in this Agreement creates a partnership, joint

venture or joint ownership between the parties.

15.6. Neither party may assign, transfer, encumber, subcontract or

otherwise deal with all or any part of this Agreement without the prior

written consent of the other party (which shall not be unreasonably

withheld, conditioned or delayed).

15.7. Subject only to the provisions of Sections 9.6 and 9.7, a person who is

not a party to this Agreement shall have no right to enforce any

provision of this Agreement.

15.8. The failure of a party to assert or exercise any provision or right under

the Agreement at any time or during any term shall not constitute or

be construed as a waiver of such provision or right and shall in no way

affect the party's right to assert or exercise such provision or right in

the future.

15.9. If any provision of this Agreement shall be unlawful, void or

unenforceable under any law, such provision shall be deemed omitted

from this Agreement to the extent that it is severable from the

remaining provisions and shall not affect the legality, validity or

enforceability of any other provision.

15.10. This Agreement contains the entire agreement between the parties

relating to its subject matter and supersedes all prior oral or written

agreements, understandings or arrangements between the parties.

15.11. This Agreement shall be governed by and construed in accordance with

Swiss law, excluding the provisions of private international law. The

parties submit to the exclusive jurisdiction of the Swiss courts to settle

any dispute arising out of or in connection with this Agreement.

NoopsApp Sàrl t/a NoopsApp

Rue des Charmilles 4 - 1203 Geneva, Switzerland