TERMS AND CONDITIONS FOR USE OF THRIVO OMNI1
1.1 The following definitions are used throughout the Terms and Conditions:
a) Thrivo: Thrivo refers to Thrivo Technologies, Inc. a company that builds innovative technology for the hair salon industry including the Omni1.
Omni1: a technology platform that includes software and hardware, that acts as a chamber sealer for dispensed salon hair color, and includes related services such as accessories, applications or supplies (the “Services”);
Commercial Advantage: Commercial advantage granted in this agreement is limited to the use of the Thrivo Omni1 for sales of dispensed professional salon hair color by the Customer (defined below) and or User (defined below) for an end user directly; at point of sale in-person, or by means of client engagement on the Customer or User’s ecommerce site, telephone, SMS, DMs or other means of direct communication. Dispensed hair color sealed with the Omni1 may only be provided to the end user once the Customer and or User have provided the end user with a consultation;
Confidential Information: any information disclosed in any form by a party (the Disclosing Party) to the other party (the Receiving Party) in connection with the receipt and use of the Omni1, that is reasonably considered confidential and proprietary and includes the information disclosed by the Disclosing Party verbally or in any document(s) relating to business, operations, technology, intellectual property, employees, clients or business strategies;
Such Confidential Information does not include information that:
becomes generally available to the public other than as a result of disclosure by the Receiving Party or anyone to whom the Receiving Party discloses the Confidential Information;
becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party who is not bound by an agreement or other obligation of confidentiality to the Disclosing Party; or
was known to the Receiving Party or in its possession on a non-confidential basis prior to the date it was disclosed to the Receiving Party by the Disclosing Party;
Customer (s): any person and/or company purchasing the Omni1;
Manufacturing Defect: issues arising out of engineering, production, or assembly of the Omni1, and excluding User wear and tear.
User(s): any person working independently or working for a salon who is using the Omni1 and related Services;
2 Applicability of Terms and Conditions
2.1 Any User of the Omni1, and any Customer of the Omni1, shall be governed by these Terms and Conditions (the “Terms”). It is the Customer and User’s responsibilities to refer to the website Terms and Conditions from time to time to be sure to understand all current terms and conditions. Continued use of the Omni1 is taken as acceptance of Terms and Conditions as amended.
2.2 The fact that Thrivo does not seek application at any given time of any one of the clauses in these Terms, cannot be considered as renouncing to seek application thereof at a later date. The nullity of one or more stipulations of these conditions will not affect the validity of the other stipulations.
3 Thrivo Omni1 Limited Warranty
3.1 The Omni1 is delivered with one (1) year limited warranty in respect of Manufacturers Defects, starting from the date of purchase. The warranty applies only to the hardware and software platform and is exclusive of related Services. Should a Manufacturing Defect be detected and reported, Thrivo shall resolve the issue by repairing or replacing the Omni1 free of charge during the warranty period; however, if the Omni1 is damaged due to improper or irresponsible use by the Customer and or Users (such as, but not limited to, lack of maintenance, normal wear and tear, use for an improper purpose), the repair or replacement costs will be charged to the Customer.
4. Shipment – Acceptance of Omni1 –Limitation of Liability-Force Majeure
4.1 The Omni1 is delivered by Thrivo by a courier of Thrivo’s choice. Risk of loss or damage lies with Thrivo during shipment. The risk of loss or damage shall pass to the Customer upon delivery. It is the Customer’s responsibility to notify Thrivo of any damage or missing accessories or supplies within 3 days of delivery.
4.2 If the Omni1 is damaged from shipping and the Customer informs Thrivo in accordance with clause 4.1, Thrivo, at its choice, shall correct the damage or provide the Customer with a comparable Omni1 as soon as possible. In this case, the Customer is not entitled to claim any compensation.
4.3 Thrivo does not warrant or guarantee the hair color sealed with the Omni1 by the Customer and or User has been formulated properly or to the end user’s specifications, or that it has been sealed and preserved properly, and Thrivo is not responsible for claims against the Customer or User by third parties in connection with, but not limited to, the use of salon hair color sealed with the Omni1.
4.4 Thrivo does not warrant or guarantee the packaging and labelling utilized by the User and or Customer in the delivery of the sealed hair color to the end user is compliant with federal or provincial laws or regulations or standards of care in the salon industry. Only Thrivo accessories (ex: supplied jars) should be utilized for the sealing of professional salon hair color with the Omni1.
4.5 Further information on proper use of the Omni1 is supplied on delivery of the Omni1 and also found on the website. Customers or Users who utilize the Omni1 contrary to the proper use will not be able to claim under the above limited warranty. Thrivo will not be liable in any way for damages (direct or indirect) resulting from improper use.
4.6 Customers who modify the Omni1 in any way will lose the ability to claim under the above limited warranty. Thrivo will not be liable in any way for damages (direct or indirect) resulting therefrom.
4.7 Thrivo will make every effort to fulfil its obligations of the contract. However, Thrivo cannot be held responsible or liable for delays or failure to deliver caused by circumstances beyond its reasonable control such as, but not limited to, strikes, import restrictions, supply difficulties, transportation difficulties, governmental measures, wars, natural disasters, and other circumstances that make the production, transportation or delivery of products impossible. In case of force majeure, Thrivo is entitled to suspend its obligations towards the Customer. If the period in which the fulfilment is not possible lasts or will last longer than one (1) month, both parties are entitled to terminate the agreement by means of a written statement without any compensation being due. All deposits or pre-payments would be refunded at that time.
4.8 The photographs and texts illustrating and describing the products on the Thrivo website or advertisements are non-contractual and for information purposes only.
4.9 Without limiting the scope of these Terms, and save and except for the above, no claim of any kind, whether as to products delivered or non-delivery of products, or otherwise, shall be greater in amount than the purchase price of the products in respect of which damages are claimed. IN NO EVENT SHALL Thrivo OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE (EVEN IF THE
POSSIBILITY OF SUCH DAMAGE WAS KNOWN OR COULD HAVE BEEN KNOWN BY Thrivo), CAPABLE OF ARISING IN CONNECTION WITH ITS PRODUCTS OR THEIR USE.
5. Machine Usage
5.1 The Customer and or User shall use the Omni1 with care and in accordance with instructions of the user manual, instructions for proper use, and other training materials and presentations as and when provided, for the purpose the Omni1 was designed.
5.2 Customers and Users who encounter problems or have any questions concerning the functioning, maintenance, or after-sales service of the Omni1, should contact Thrivo via our website for advice and assistance.
5.3 The Customers and Users shall adhere to all applicable laws and regulations and will not use the Omni1 for Commercial Advantage other than as contemplated in this agreement.
5.4 Thrivo Omni1 may not be used to facilitate large scale distribution of professional custom salon hair color (ie:through Amazon or other third-party marketplaces, distribution agreements, or other activities that could be described as hair color distribution). Customers and Users who wish to engage in wider scale distribution opportunities will enter into the Marketplace Distribution Agreement where applicable.
5.5 Notwithstanding any purchase agreement, licencing or sublicensing agreement, Thrivo reserves the right to prohibit the Customer and or Users from use of the Omni1 if the Customer or Users fail to use the machine as contemplated by this agreement, in breach of this agreement, or here the manner of usage is contrary to laws or regulations of the jurisdiction in which the Customer or User operates.
6. Prices – Payment – Retention
6.1 The price of the Omni1 is the price that applies on the day of the order and is exclusive of taxes. In the event that a Customer is on the waitlist, any and all deposit will be retained if the order is canceled by the Customer unless Thrivo is unable to fulfill the order.
7. Intellectual Property Rights and Thrivo Brand
7.1 The Omni1 platform and Services is patent pending. Thrivo owns all intellectual property rights associated with the Omni1.
7.2 Customer agrees that it will not reverse engineer, modify or resell the Omni1 for its own commercial and /or other purposes. Customer agrees that its Users will not reverse engineer, modify or resell the Omni1 for their own or the Customer’s commercial and/or other purposes.
7.3 The Customer and the User shall not hold themselves out as representatives of Thrivo.
8. Personal Data Protection
8.1 Thrivo Technologies shall not pass any personal details of the Customer and or Users of the Omni1 to third parties, other than disclosure of the data in the course of business to employees and other contractors for the purpose of servicing the Customer and or User. The personal details of the Customer and or User that are passed with the order are processed by Thrivo in accordance with applicable privacy regulations.
9. Confidentiality and Data Protection
9.1 No party shall disclose Confidential Information to third parties.
10.1 The provisions of these Terms shall survive and shall remain in effect for as long as the Omni1 is used by the Customer and or User or for the duration of the subscription agreement and all renewals, whichever is longer, and shall continue for a period of two years following the termination of the subscription or renewal term or the secession of usage by the Customer and or Users, whichever is the longer in duration.
11. Applicable Law and Forum
11.1 The Terms and all offers, orders, and contracts between Thrivo and the Customer and any User of the Omni1 are governed by Delaware Law. In respect of all disputes arising out of or related to the contract between the parties, the forum where Thrivo is located has exclusive jurisdiction.
Thrivo Technologies, Inc.
2025 Washington Avenue, Suite 213
Philadelphia, PA 19146