By executing any Quote (as defined below) that references this Services Agreement (this “Agreement”), Monika McMillen Styling, LLC, a California limited lability company (“MMS”) and the client identified in the applicable Quote (the “Client”) acknowledge and agree that these binding terms and conditions shall apply as follows:

1.              SERVICES; Quote.

1.1            Services. MMS shall provide to Client the services (the “Services”) set out in one or more statements of work to be mutually executed by the parties (each, a “Statement of Work” or “Quote”). Additional Quotes substantially in the same form as the initial Quote shall be deemed accepted and incorporated into this Agreement only if signed by MMS and Client. MMS shall provide the Services in accordance with the terms and subject to the conditions set forth in the respective Statement of Work and this Agreement using personnel of required skill, experience, and qualifications.

1.2            Quotes. This Agreement governs each Quote, except that any conflict between the terms of this Agreement and a Quote will be resolved in favor of the Quote if the Quote explicitly states that it is intended to modify the conflicting terms of this Agreement. This Agreement does not obligate Client to engage MMS to perform any Services, or MMS to perform any Services, until both parties have signed a Quote and then only for the Services specified in the Quote. Both parties must sign a Quote for it to be effective. If MMS commences Services for Client in the absence of a Quote (or a Purchase Order) and Client accepts such Services, this Agreement will nevertheless apply, unless the parties otherwise mutually agree in writing.

1.3            Payment; Records. Client will pay MMS all fees as set forth in an applicable Quote. Client shall reimburse MMS for all reasonable expenses incurred in accordance with the Statement of Work within fifteen (15) days of receipt by the Client of an invoice from MMS accompanied by receipts and supporting documentation reasonably acceptable to the Client or as otherwise set forth in a Quote. MMS will keep copies of all books and records relating to the Services during the term of this Agreement and for one (1) year thereafter.

1.4            Taxes. MMS may only charge and Client will only pay applicable federal, state or local sales or use taxes or value added taxes that MMS is legally obligated to charge (“Taxes”), provided that such Taxes are stated on the original invoice that MMS provides to Client and MMS ’s invoices state such Taxes separately and meet the appropriate tax requirements for a valid tax invoice. Client may provide MMS an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, MMS will not charge or collect the Taxes covered by such certificate. MMS will be responsible for all other taxes or fees (including interest and penalties) arising from transactions and the documentation of transactions under this Agreement. Client may deduct or withhold any taxes that Client determines it is obligated to withhold from any amounts payable to MMS under this Agreement, and payment to MMS as reduced by such deductions or withholdings will constitute full payment and settlement to MMS of such amounts. The fees set forth in an applicable Statement of Work shall cover and include all sales and use taxes, duties, and charges of any kind imposed by any federal, state, or local governmental authority on amounts payable by Client under this Agreement, and in no event shall Client be required to pay any additional amount to MMS in connection with such taxes, duties, and charges, or any taxes imposed on, or regarding, MMS's income, revenues, gross receipts, personnel, or real or personal property or other assets. 

2.              MMS OBLIGATIONS. MMS shall:

2.1            Assign only reasonably qualified, legally authorized personnel to provide the Services;

2.2            Comply with all applicable laws and regulations in providing the Services; and

2.3            If MMS provides Services on Client premises, MMS will abide by all Client’s reasonable rules and on-site guidelines that have been provided to MMS in advance including rules, policies, and procedures regarding such matters as safety, security, health, environmental and hazardous material management, misconduct, physical aggression harassment and theft.

3.              REPRESENTATIONS AND WARRANTIES. MMS represents and warrants that (a) it will perform the Services in a competent and professional manner in accordance with the level of professional care customarily observed by professionals rendering similar services, and (b) its personnel are authorized to lawfully perform the Services pursuant to applicable immigration and work status laws. Each party represents and warrants that it has all rights necessary for (and is not subject to any restriction, penalty, agreement, commitment, law, rule, regulation, or order which is violated by) its execution and delivery of this Agreement and performance of its obligations under this Agreement

4.              Client OBLIGATIONS. Client shall:

4.1            Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement; and

4.2            Respond promptly to any reasonable requests from MMS for instructions, information, or approvals required by MMS to provide the Services. MMS shall not be responsible for failures or delays in providing Services when such failures or delays are caused by Client.

5.              DELIVERABLES. A “Deliverable” is any item or materials delivered under any Quote by MMS to Client. 

6.              CONFIDENTIALITY. All non-public, confidential, or proprietary information of either party provided to the other under this Agreement shall be considered “Confidential Information” provided that such information (i) is designated as confidential, or (ii) should be reasonably considered confidential due to the nature of the information or the circumstance of its disclosure. Confidential Information shall also include, without limitation, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, code, or processes, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media. Confidential Information shall be used solely for a party’s performance of its obligations under this Agreement and may not be disclosed or copied unless authorized by the other party in writing and in advance. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) is obtained by a party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) a party establishes by documentary evidence, was in its possession prior to the other party’s disclosure hereunder; or (d) was or is independently developed by a party without using any Confidential Information obtained from the other party. Upon Client 's request, MMS shall promptly return all documents and other materials received from Client. Client shall be entitled to injunctive relief for any violation of this Section. 

7.              TERM, TERMINATION, AND SURVIVAL.

This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to this Agreement. Subsequent Quotes signed by the parties that reference this Agreement shall revive this Agreement and the terms and conditions herein shall apply to such Quotes. Either party, in its sole discretion, may terminate this Agreement or any Statement of Work, in whole or in part, at any time without cause, and without liability except for required payment for services rendered prior to the termination date, by providing at least thirty (30) days' prior written notice to the other party. Either party may terminate this agreement upon thirty (30) days prior notice in the event of an uncured material breach of the other party. Any provisions of this Agreement that the parties intend to, or that by their nature must, survive termination or expiration of this Agreement shall so survive. 

8.              LIMITATION OF LIABILITY. EITHER PARTY’S TOTAL LIABILITY TO THE OTHER FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY (WHETHER UNDER WARRANTY, CONTRACT, TORT OR OTHERWISE) WILL BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNTS PAID AND PAYABLE UNDER THIS AGREEMENT IN THE 6 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR COSTS OF SUBSTITUTE GOODS OR SERVICES, OR FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR RESULTING FROM THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF AN EXCLUSIVE REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9.              PROPREITARY RIGHTS. Nothing in this Agreement or in any Quote shall be construed, whether by implication, estoppel or otherwise, as transferring or as obligating any Party to transfer ownership of any intellectual property rights to the other party. Each party reserves all rights in its own intellectual property rights other than (i) the licenses expressly granted separately in mutually signed writing, if applicable, or (ii) any licenses from Client required for MMS to perform the Services as set forth in the Quote.

10.            MISCELLANEOUS.

10.1         Entire Agreement. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

10.2         Independent MMS’s; No Joint Venture. The parties are independent contractors of each other and have no employee or agent relationship. MMS shall control the conditions, time, details, and means by which MMS performs the Services. Client shall have the right to inspect the work of MMS as it progresses solely for the purpose of determining whether the work is completed according to the applicable Statement of Work. The parties have no authority to commit, act for or on behalf of each other, or to bind each other to any obligation or liability. Notwithstanding anything to the contrary herein, MMS shall not be eligible for and shall not receive any employee benefits from Client and shall be solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by MMS hereunder.

10.3         Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to the other party at its address set forth in the applicable Quote (or to such other address that the receiving party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (in each case, return receipt requested, postage prepaid), or electronic mail (at such email addresses as a party may designate in accordance herewith). Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving party (and in the case of electronic mail upon confirmation of receipt); and (b) if the party giving the Notice has complied with the requirements of this Section.

10.4         Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement to affect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

10.5         Amendments. No amendment to, or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing and signed by an authorized representative of each party.

10.6         Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

10.7         Assignment. Neither party shall assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the MMS of any of its obligations hereunder. Notwithstanding the foregoing, either party may at any time assign or transfer any or all of its rights or obligations under this Agreement without the other party's prior written consent in the context of a merger, acquisition, or sale of all, or substantially all, of its assets. This Agreement is binding on and inures to the benefit of the parties and their respective successors and permitted assigns.

10.8         No Third-party Beneficiaries. This Agreement benefits solely the parties and their respective successors and permitted assigns and nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

10.9         Dispute Resolution. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California. Except for actions to enforce an arbitrator's decision hereunder, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, or such applicable substantially equivalent rules as the AAA may adopt that are then in effect (the “AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA Rules. The arbitration shall be conducted in remotely to the extent practicable and otherwise in California. To the extent practicable, remote appearance by either or both parties shall be allowed. The arbitrator shall apply the laws of the State of California to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the Federal Arbitration Act.

10.10       Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.