EVERGLOW MEMBERSHIP TERMS & CONDITIONS

This Membership Agreement (“Agreement”) is made between EverGlow Aesthetics, Inc, a California corporation (referred to herein as “EverGlow,” “we,” “our,” and “us”), and you as the member (referred to herein as “Member,” “you,” and “your”). This Agreement governs your EverGlow Membership (“Membership”).

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT AFFECTS YOURS LEGAL RIGHTS. By signing this Agreement and purchasing the Membership, you agreed to be bound by this Agreement in full.

1. MEMBERSHIP PLANS. For the monthly Membership fee, you will become a Member, which allows you to choose the services offered under your Membership plan. Available services under the Membership may be subject to change. We reserve the right to approve, deny, or revoke your Membership enrollment at any time for any reason, in our sole discretion.

2. TERM. THE INITIAL TERM OF THE MEMBERSHIP IS FOR ONE (1) YEAR (“Initial Term”). During the Initial Term, you cannot cancel your Membership. All charges for the entire Initial Term are due whether or not you choose to use your Membership. After the Initial Term, this Membership shall renew on a month-to-month basis (each, a “Renewal Term”).

3. MEMBERSHIP FEES & RECURRING BILLING. Membership fees will be automatically charged to the Member’s bank account/credit card on file each month on the day of the month that your Membership Date began on. For example, if you become a member on January 12, you will be charged on the 12th of each month, provided that weekends and bank holidays may delay the charge date. EVERGLOW WILL CONTINUE TO CHARGE YOUR PAYMENT METHOD FOR THE MONTHLY MEMBERSHIP FEE EACH MONTH WITHOUT FURTHER AUTHORIZATION FROM YOU UNTIL YOU AFFIRMATIVELY CANCEL YOUR MEMBERSHIP IN ACCORDANCE WITH THE TERMS HEREIN. You must promptly notify us if your payment method is canceled or changes for any reason.

4. MEMBERSHIP BENEFITS BANK. Any Membership benefits not used in a given month may be carried over for use in future months for up to twelve (12) months (“Membership Benefits Bank”). Services in the Membership Benefits Bank may only be used if a Membership is current and in good standing, with all fees paid. In the event a Member cancels their Membership with accrued services in the Membership Benefits Bank, the Member has thirty (30) days to use such services. After such time, any unused Membership Benefits Bank services will be void, and no refund will be given for unused services.

5. NO TRANSFER OF MEMBERSHIP. Membership benefits cannot be sold, assigned, transferred, or gifted to any third party and can only be used by the Member. 

6. NO REFUNDS. Membership fees are nonrefundable. Purchase of the Membership is for the Initial Term and any renewal term thereafter. Once purchased, payment for the Membership is due in full, regardless of whether you choose to use the Membership or not. While the full fee for the Initial Term of the Membership is due in full, as a courtesy, we may offer a monthly payment plan. Payment monthly does not change the term of this Agreement, and you are responsible for the full payment of the Initial Term (and any Renewal Term).

7. TERMINATION. During the Initial Term, this Agreement cannot be terminated by Member other than for material breach of the Agreement by EverGlow. After the Initial Term, the Member can terminate the Membership at any time by providing thirty (30) days’ written notice (“Termination Notice”). If a Member provides Termination Notice in the middle of the Member’s billing cycle, the Member will be billed for the entire next billing month, and such Membership Benefits will be active through the end of that billing cycle. The Member will not be refunded or charged a pro-rated amount based on the Termination Notice date.

8. UNPAID BALANCES. Members will not be permitted to receive services at any EverGlow Aesthetics locations until all monthly fees are paid as agreed. We reserve the right to charge balances, including overdue balances, to the credit card authorized by you. We may terminate this Agreement and your Membership if you fail to make any payments when due, and such termination will not relieve you of paying any remaining Membership fees for the Initial or any Renewal Term. Unpaid balances are subject to a late fee of $50 per month such balance remains unpaid. If any payment subject to this authorization is returned unpaid, a valid card is not provided to us, or you institute a chargeback in contradiction to the terms herein, we reserve the right to take any and all legal action, including sending unpaid balances to collections. You are responsible for all collections and legal costs and fees associated with unpaid balances on your Membership.

9. ACCOUNT FREEZE POLICY. During the Initial Term, or any Renewal Term, a Member may request to freeze their Membership for up to three (3) months in any 12-month period (“Account Freeze”). Members must be current on payments and have made a minimum of three (3) consecutive payments in order to be eligible for an Account Freeze. During an Account Freeze, any accrued Membership benefits will be retained until the Member unfreezes their account, but Membership benefits cannot be used during an Account Freeze.

10. PRICE CHANGES. EverGlow reserves the right to change Membership pricing and tiers at any time at its discretion, and such changes shall be incorporated into this Agreement. EverGlow will provide at least thirty (30) days’ notice to Members about impending Membership price changes. Any prepaid Memberships will be honored at the price paid, but Membership plans that are paid monthly will be subject to the new pricing after the notice period.

11. REVOCATION OF MEMBERSHIP. EverGlow reserves the right to revoke and cancel this Membership at any time for any reason, in which case you will, no later than fifteen (15) days after such cancellation, receive a refund of all monies paid pursuant to this Agreement, provided that EverGlow may retain expenses incurred or the portion of the total price of this Agreement representing the services you used or completed, and provided further, that EverGlow may demand the reasonable cost of goods and services which you consumed or wish to retain after cancellation.

12. LATE/NO-SHOW POLICY. Our standard 24 hour cancellation policy applies to all Members. If you miss, cancel, or change your appointment outside of this designated time, you will be charged a $150 cancellation fee or up to the full amount of the service. Late arrivals may result in shortened appointment times or rescheduling, and such reschedule may result in additional charges. You authorize EverGlow to charge your payment method on file for any cancellation or rescheduling fees.

13. MEMBER’S HEALTH WARRANTY & ACCURACY OF INFORMATION. You acknowledge and agree that you have disclosed and will disclose in the future any medical conditions, impairments, disability, injury, disease, or ailments that may prevent you from engaging in our services. You understand that EverGlow providers cannot diagnose or treat any medical conditions. You assume full responsibility for updating changes to your physical or mental condition and for reporting all injuries sustained at EverGlow at the time of service. 

14. RELEASE AND WAIVER OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EVERGLOW OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, AGENTS, OR PROVIDERS (THE “RELEASED PARTIES”) BE LIABLE FOR ANY DAMAGES, INJURY, PROPERTY LOSS, OR OTHER CLAIMS OR CAUSES OF ACTION ARISING OUT OF THE USE OF OR INABILITY TO USE THE FACILITIES, THE MEMBERSHIP, YOUR MEMBERSHIP BENEFITS, OR OTHER SERVICES RECEIVED AT EVERGLOW, INCLUDING, BUT NOT LIMITED TO, ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH ANY CLAIM IS BASED. IN ANY CASE, THE LIABILITY OF EVERGLOW OR ANY OF THE RELEASED PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE MEMBERSHIP BENEFITS OR ANY OTHER SERVICES PROVIDED SHALL NOT EXCEED THE SUM OF THE FEES PAID BY YOU FOR YOUR MEMBERSHIP.

15. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles thereof.

16. DISPUTE RESOLUTION. By entering into this Agreement, you agree to resolve any dispute between EverGlow and you arising out of, related to, or in any way connected to this Agreement by binding arbitration before a single arbitrator in Orange County, California in accordance with the terms of the American Arbitration Association (“AAA”). 

17. WAIVER OF JURY TRIAL. BY AGREEING TO SECTION 15 ABOVE, YOU ARE WAIVING, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, OR CAUSE OF ACTION IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THIS AGREEMENT, THE MEMBERSHIP, MEMBERSHIP BENEFITS, OR USE OR INABILITY TO USE THE FACILITIES OR SERVICES PROVIDED HEREUNDER, WHETHER NOW EXISTING OR LATER ARISING, AND WHETHER SUCH CLAIM, DEMAND, OR CAUSE OF ACTION ARISES IN CONTRACT, TORT, EQUITY, OR OTHERWISE.

18. SEVERABILITY. If any provision of this Agreement is deemed invalid or unenforceable in a legal proceeding, such provision shall be limited or eliminated to the minimum extent necessary so that the remaining terms herein shall be valid, binding, and enforceable.

19. NO WAIVER. Any failure by EverGlow to enforce its rights hereunder shall not be considered a waiver of its rights or deprive EverGlow of its right to thereafter insist upon strict adherence to the terms of this Agreement.

20. ENTIRE AGREEMENT. This Agreement, together with any other terms, conditions, policies, rules, regulations and schedules posted at the EverGlow facilities, constitutes the entire agreement between the parties concerning the subject matter herein. This Agreement may be modified only in writing executed by a duly authorized representative of EverGlow. Employees are not authorized to make independent agreements with any Members.

21. CHANGES TO MEMBERSHIP TERMS. We have the right to change or add to the terms of this Agreement at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the services by posting such changes on our website or by sending communication to Members’ e-mail or phone numbers as listed in their Member file. We will provide Members with notice of any changes at least 10 days before such changes take effect, with the exception of price changes, which will be provided with at least 30 days’ notice.

22. NOTICES. All notices required or permitted under this Agreement will be in writing (including electronic form) and will be delivered to the address set for by each party in this Agreement. Each notice will be effective: (a) if delivered by hand, when delivered; (b) if delivered by nationally recognized overnight courier service, upon confirmation of delivery; (c) if delivered by certified or registered mail, on the third day following deposit with the United States Postal Service; (d) if delivered by facsimile, upon confirmation of successful transmission; or (e) if delivered by e-mail, upon confirmation of receipt by the other party in writing by return email. Notwithstanding the foregoing, changes to pricing or Membership Benefits may be posted to the Company’s website and delivered via electronic mail, and will be deemed delivered upon posting and sending via e-mail.

23. SURVIVAL. All provisions which must survive in order to give effect to their meaning will survive any expiration or termination of this Agreement, including, without limitations, all of the Member’s representations and warranties and dispute resolution provisions, which will survive this Agreement for the greater of five (5) years or expiration of the applicable statute of limitations plus 60 days.