IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS, AS DESCRIBED IN THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER FOUND IN SECTION 19, BELOW. PLEASE READ CAREFULLY.
The Wirl Platform and related services provided by Wirl and the Site, including without limitation communications and information (whether orally, in writing, or otherwise) provided by Wirl to potential and actual Stylists and Clients (defined below) in relation to Styling Sessions, are collectively referred to herein as the “Wirl Platform.”
BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT (INCLUDING THE DISPUTE RESOLUTION AND ARBITRATION PROVISIONS IN SECTION 19) AND YOU ACCEPT ALL OF ITS TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD NOT ACCEPT THEM, AND IN SUCH A CASE, YOU DO NOT HAVE THE RIGHT TO USE OR ACCESS THE WIRL PLATFORM.
IN ADDITION, PLEASE NOTE THAT THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND WIRL CAN BE RESOLVED AND THE REMEDIES AVAILABLE TO YOU. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 19). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING IF APPLICABLE YOUR RIGHT TO OPT OUT OF ARBITRATION.
In order to use the Wirl Platform, you must: 1) be 18 years old or older; 2) have the power and capability to enter into a binding contract with us and not be barred from doing so under any applicable laws; and 3) be a resident of the United States. Children under 13 years old are prohibited from accessing the Wirl Platform or otherwise providing any personal information to Wirl.
Your agreement that the Wirl Platform is provided “as is” and without warranty (Section 22).
Your agreement that Wirl has no liability regarding the Wirl Platform or the performance of Styling Sessions (Section 5).
Your acknowledgement and agreement that Clients are solely responsible for determining if the Stylist they hire is qualified to perform the Styling Session (Section 5).
Your acknowledgement and agreement that Stylists are independent contractors of Clients and not employees, independent contractors or service providers of Wirl (Sections 1 and 17).
Your consent to release Wirl from liability based on claims between Users (Sections 17, 22, 23).
Your agreement to indemnify Wirl from claims due to your use or inability to use the Wirl Platform or content submitted from your account to the Wirl Platform (Section 24).
Your consent to submit any claims against Wirl to binding arbitration, and on an individual basis only, to the extent permissible by law (Section 19).
Subject to this Section, these Terms will remain in full force and effect while you use the Wirl Platform. We may suspend or terminate your rights to use the Wirl Platform at any time for any reason at our sole discretion, including for any use of the Wirl Platform in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Wirl Platform will terminate immediately. You understand that any termination under this Section of may involve deletion of your User Content associated from our live databases. Wirl will not have any liability whatsoever to you for any termination of your rights under these Terms, including for deletion of your User Content. You may terminate this Agreement at any time by ceasing all use of the Wirl Platform. All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
The Wirl Platform is a web-based communications platform that enables connections and communications between Clients and Stylists. “Clients” are individuals seeking the personal styling consultation services of a “Stylist” and are therefore clients of the Stylists. Stylists are individuals seeking to perform personal styling consultation services for Clients. Clients and Stylists together are referred to herein as “Users.” If you agree to the terms of a “Styling Session” with another User, you and the other User form a “Service Agreement” directly between the two of you, as described more fully in Section 5 below.
Wirl does not provide Styling Sessions. The Wirl Platform only enables transactions between Stylists and Clients for the provision of Styling Sessions. The Wirl Platform may be used to find and offer Styling Sessions and to facilitate payment, but all transactions conducted via the Wirl Platform are between Stylists and Clients. Except for the limited refunds of Wirl’s fees described in Section 7, you agree that Wirl has no liability for damages associated with Styling Services or resulting from any other transactions between Users.
You agree that a legally binding contract (“Service Agreement”) is formed when you agree to the terms of a Styling Session with another User. The terms of the Service Agreement include the terms set forth in this Section, the engagement terms proposed and accepted on the Wirl Platform (e.g. hourly rate, length of Styling Session, time, etc.), and any other contractual terms accepted by both the Stylist and the Client to the extent that such terms do not conflict with the terms in this Agreement.
You agree that Wirl is not a party to any Service Agreement and the formation of the Service Agreement will not, under any circumstance, create an employment or other service relationship between Wirl and the Stylist, nor will it create an employment relationship between the Client and Stylist. Wirl’s role is restricted solely to acting as a limited payment collection agent for the Stylist to facility payment on behalf of the Stylist through the Wirl Platform related to Styling Sessions Stylists have performed. In acting as the limited payment collection agent for particular Styling Sessions on the Wirl Platform, Wirl disclaims any other agency or authority to act on behalf of the Stylist, and assumes no liability or responsibility for any acts or omissions of the Stylist, either within or outside of the Wirl Platform.
You agree that Wirl is not responsible for the performance or communication of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Styling Sessions, Stylists, Clients, or the integrity, responsibility, qualification, or any of the acts or omissions of any User, or of any ratings provided by Users with respect to each other. Wirl makes no representation about the suitability, reliability, timeliness, or accuracy of the Styling Sessions requested or services provided by, or communications with or between, Users identified through the Wirl Platform, whether in public, private, or offline interactions other otherwise.
Although Wirl provides general guidance on its Website to Stylists regarding safety and customer service, and to Clients about selecting a Stylist, Wirl does not employ, recommend, or endorse Stylists or Clients, and will not be responsible or liable for the performance or conduct of Clients or Stylists, online or offline. Clients are solely responsible for determining if the Stylist they hire is qualified to perform the Styling Session Wirl conducts an initial review of Stylist profiles and facilitates background checks on Stylists conducted by a third party, but, except where explicitly specified in these Terms, and then only to the extend specified, Wirl does not otherwise screen Stylists or Clients. You should exercise caution and common sense in interacting with other Users.
At the time of booking, Clients shall pay their Stylist directly for a Styling Session at the rate agreed to by the parties in the Service Agreement. Each User agrees to comply with the Service Agreement and this Agreement during the engagement, performance, and completion of a Styling Session. Once a Styling Session is booked, both the Client and the Stylist agree to honor the price agreed to as part of the Service Agreement.
A. Payments by Clients.
If you are a Client, you enter into a Service Agreement (described above in Section 5) with a Stylist when you book a Styling Session with a particular Stylist on the Wirl Platform. You will be charged for the Styling Session at the time of booking. Except as otherwise stated herein, the fees for Stylist Sessions are determined by the Stylists. When you pay for a Styling Session, you will be required to provide Wirl with a valid, up-to-date credit card or other payment method. You authorize Wirl to charge your credit card or other payment method for fees that you incur on the Wirl Platform as they become due and payable. Except as provided elsewhere in this Agreement, all fees paid on the Wirl Platform are non-refundable.
B. Payments to Stylists.
As described above, the purchase of a Styling Session is a transaction between a Client and the Stylist. Wirl serves as a limited payment collection agent of a Stylist and is authorized to collect payment from Clients on behalf of a Stylist. Wirl collects payment from Clients on behalf of Stylists at the time of the booking and remits that payment to the Stylists’ designated account on the Wirl Platform, minus the Service Fee described in Section 6.C. Payment shall be made to Stylists by Wirl once per week for the Styling Sessions completed the previous week.
Payment made by a Client to Wirl in connection with a Styling Session shall be considered the same as a payment made directly to a Stylist. As a Stylist, you hereby appoint Wirl as your limited payment collection agent solely for the purpose of accepting payment from Clients in connection with Styling Sessions. You agree that payment made to Wirl shall be considered the same as a payment made directly to you. You further understand that, as a limited payment collection agent for its Stylists, Wirl’s obligation to you, as the Stylist, is subject to and conditional upon successful receipt of payment from Client. In accepting appointment as your limited payment collection agent, Wirl assumes no liability for your acts or omissions in your capacity as the Stylist.
C. Service Fees.
Wirl charges Stylists a service fee for use of the Wirl Platform. Our service fee is calculated as twenty-five percent of the fees a Client and Stylist agree to for a Styling Session. Wirl deducts this service fee from the amount paid by the Client prior to remitting the remaining seventy-five percent to the Stylist. Wirl reserves the right, at its sole discretion, to change the service fees in accordance with this Agreement.
Payment processing for Users are provided by Stripe, and, where applicable, may include money transmission services pursuant to licenses held by Stripe. Payment processing services that are provided by Stripe are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. By agreeing to these Terms or continuing to use the Wirl Platform, you agree to be bound by the Stripe Connected Account Agreement and Stripe Services Agreement, as may be modified by Stripe from time to time. As a condition of Wirl enabling payment processing services through Stripe, you agree to provide Wirl accurate and complete information about yourself, and you authorize Wirl to share with Stripe this information and transaction information related to your use of the payment processing services provided by Stripe.
A. Cancellation by Client.
In order to receive a full refund, a Client must cancel a Styling Session at least 24-hours in advance of the time the Styling Session is set to begin. If a Client cancels a Styling Session less than 24-hours in advance of a Booking, no money will be refunded to the Client. In order to cancel a Styling Session, a User must do so by following the appropriate link to modify or cancel a Styling Session through the confirmation email received from Wirl. For purposes of this Agreement, the date and time of cancelation is the date and time on which a User cancels a Styling Session through the Wirl Platform.
B. Cancellations by Stylists.
If a Stylist cancels a Styling Session prior to or during a Styling Session, Wirl will refund all fees paid by the Client for Styling Sessions not provided, including any service fee paid to Wirl. Stylist cancellations are taken seriously. If you are a Stylist, you understand that any cancellations you make may result in Wirl’s review of your account, and may, at Wirl’s sole discretion, suspend or terminate your access to the Wirl Platform.
If Wirl determines that a Stylist has conducted a Styling Session in a manner that does not comply with this Agreement, or if a Stylist has conducted a Styling Session in a manner that is below the standard Wirl deems acceptable, Wirl may, in its reasonable discretion, cancel a Booking and/or issue a full or partial refund to a Client.
D. Payment Hold.
If you are a Stylist, Wirl reserves the right to place a hold on funds otherwise payable to you pursuant to Section 6 if there is a reasonable suspicion of fraudulent activity related to your account(s), or for another similarly compelling reason needed to protect Wirl, the Wirl community, or third-party rights. In addition, Wirl may recommend that a third-party payment service provider restrict your access to funds in your account for the same reasons.
Subject to these Terms, Wirl grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Wirl Platform solely for your own personal, non-commercial use.
B. Certain Restrictions.
The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Wirl Platform, whether in whole or in part, or any content displayed on the Wirl Platform; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Wirl Platform; (c) you shall not access the Wirl Platform in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Wirl Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Wirl Platform shall be subject to these Terms. All copyright and other proprietary notices on the Wirl Platform (or on any content displayed on the Wirl Platform) must be retained on all copies thereof.
C. Modification of the Wirl Platform; No Support or Maintenance.
Wirl reserves the right, at any time, to modify, suspend, or discontinue the Wirl Platform (in whole or in part) with or without notice to you. You agree that Wirl will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof. In addition, you acknowledge and agree that Wirl will have no obligation to provide you with any support or maintenance in connection with the Wirl Platform.
Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Wirl Platform and its content are owned by Wirl. Neither these Terms (nor your access to the Wirl Platform) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 8.A. Wirl reserves all rights not granted in these Terms. There are no implied licenses granted under these Terms.
E. Definition of User Content.
“User Content,” as used in this Agreement, means any and all information and content, including text, photographs, images, videos, reviews, information and materials that Wirl requires or allows you to submit or upload to your profile on the Wirl Platform, a review on the Wirl Platform, or otherwise in connection with using the Wirl Platform and/or participating in promotional campaigns conducted by Wirl. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 10). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Wirl. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Wirl is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
F. Representations and Warranties.
You represent and warrant to Wirl that (1) you are the owner or licensor of your User Content, and that you have all rights, consents and permissions necessary to grant the license in Section 9.G and make the release in Section 9.H with respect to your User Content, (2) you have any necessary consents and releases form any individuals who appear in your User Content, (3) your User Content does not violate the law or these Terms, (4) your User Content is not false, inaccurate, incomplete, misleading, or fraudulent.
If you include your name, image, persona, likeness, or performance in any of your User Content, you hereby waive and release Wirl and any other User from any legal claim or cause of action, whether such claim or action is known or unknown, for defamation, copyright infringement, invasion of privacy, publicity, or personality rights, or any other similar claim, that arises out of the use of your User Content in accordance with the other provisions of these Terms, including with any license you provide in Section 9.G.
If you provide Wirl with any feedback or suggestions regarding the Wirl Platform (“Feedback”), you hereby assign to Wirl all rights in such Feedback and agree that Wirl shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Wirl will treat any Feedback you provide to Wirl as non-confidential and non-proprietary. You agree that you will not submit to Wirl any information or ideas that you consider to be confidential or proprietary.
The Wirl Platform hosts User Content relating to reviews of specific Stylists (a “Review”). Reviews constitute the opinion of the User providing the Review, and not the opinion of Wirl, have has not been verified or approved by Wirl, and each Client should undertake their own research to be satisfied that a specific Stylist is the right person for their Styling Session. You agree that Wirl is not responsible or liable for any Review or other User Content. Wirl encourages each User to give objective, constructive, and honest Reviews about the other Users with whom they have transacted. Wirl is not obligated to investigate any Reviews posted by Users for accuracy or reliability, but may do so at its own discretion.
If you are a Stylist, Wirl has no obligation to provide you with the content of any Feedback about you submitted by other Users of the Wirl Platform, whether before or after termination of your account for the Wirl Platform. Wirl will have no liability to you for any deletion, disclosure, loss or modification of Feedback. Wirl reserves the right to screen, edit, or remove Feedback from the Wirl Platform at any time.
K. Other Users.
Each User is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Users are solely between you and such users. You agree that Wirl will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any User, we are under no obligation to become involved.
L. Wirl’s Right to Remove or Screen User Content.
The following terms constitute our “Acceptable Use Policy”:
While using the Wirl Platform, you may not:
Upload, transmit, or distribute to or through the Wirl Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data;
Interfere with, disrupt, or create an undue burden on servers or networks connected to the Wirl Platform, or violate the regulations, policies or procedures of such networks;
Attempt to gain unauthorized access to the Wirl Platform (or to other computer systems or networks connected to or used together with the Wirl Platform), whether through password mining or any other means;
Use the Wirl Platform to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;
Send through the Wirl Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
Harass or interfere with any other User’s use and enjoyment of the Wirl Platform;
Use software or automated agents or scripts to produce multiple accounts on the Wirl Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Wirl Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
Use the Wirl Platform to collect, upload, transmit, display, or distribute any User Content that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
Use the Wirl Platform to collect, upload, transmit, display, or distribute any User Content that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable;
Use the Wirl Platform to collect, upload, transmit, display, or distribute any User Content that is harmful to minors in any way;
Use the Wirl Platform to collect, upload, transmit, display, or distribute any User Content that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
Use another person’s account, misrepresent yourself or your qualifications,
As a Stylist, use the Wirl Platform in any manner that circumvents your obligation to pay Wirl for access to services provided by the Wirl Platform
Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful Content to or through the Wirl Platform, including User Content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;
Take any action that may undermine the efficacy or accuracy of reviews or ratings systems;
Fail to perform a Styling Session purchased from you as promised,
Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Wirl Platform;
Attempt to indirectly undertake any of the foregoing.
Wirl reserves the right (but has no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for Wirl or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 3, and/or reporting you to law enforcement authorities.
By providing your mobile phone number and using the Wirl Platform, you hereby affirmatively consent to Wirl’s use of your mobile phone number for calls and recurring texts, (including with an autodialer and/or prerecorded voice) in order to (a) perform and improve upon the Wirl Platform, (b) facilitate the carrying out of Styling Sessions through the Wirl Platform, (c) provide you with information and reminders regarding your registration, orientation, upcoming Styling Sessions, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming Styling Sessions. Wirl will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving texts messages from us by texting “STOP” in reply to any text message you receive from us. You understand that we may send you a text confirming any opt-out by you.
As permitted by applicable laws, Wirl obtains background reports from third party consumer reporting agencies that perform checks of Stylists’ criminal record, sex offender registration, as well as identification verifications (“Background Check”). Wirl does not itself provide the Background Check nor does it independently verify the Background Checks. As a Stylist, you agree and authorize Wirl to use your personal information, including your full name and date of birth, to obtain a Background Check from Wirl’s third-party vendor. Wirl is not liable or responsible in any manner for the Background Checks, and Wirl does not endorse or make any representations or warranties about the reliability, accuracy, timeliness, or completeness of the Background Check, or any information contained therein. Wirl may limit, block, suspend, deactivate, or cancel a Stylist's account based on the results of such a Background Check.
CLIENTS UNDERSTAND AND ACKNOWLEDGE THAT THEY ARE FULLY RESPONSIBLE FOR EVALUATING AND INVESTIGATING THEIR STYLISTS. Clients further understand and acknowledge that the Background Check only includes documents available to third-party Background Checking agencies. Background Checks may not include all arrest logs or records, conviction and correction records, sex offender registries, and motor vehicle records for all jurisdictions. In addition, there may be a delay before arrest logs and records, conviction and criminal records, sex offender registries, and motor vehicle records are included in Background Checks. Juvenile records may not be public records, and therefore are not included in the Background Checks.
The Wirl Platform may contain links to third-party websites and services (“Third-Party Links”). You acknowledge and agree that such Third-Party Links are not under the control of Wirl, and Wirl is not responsible for any Third-Party Links. Wirl provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. Wirl is not responsible or liable for: 1) the availability or accuracy of such Third-Party Links; or 2) the content, products, or services on or available from Third-Party Links. You acknowledge sole responsibility for, and assume all risk arising from, your use of such Third-Party Links.
The following provisions govern the offering of Gift Cards (as defined below) by Wirl.
A. Purchasing Gift Cards.
Wirl offers gift cards (“Gift Cards”) that can be purchased and redeemed through the Wirl Site. Wirl offers Gift Cards in the following denominations: $25, $50, $75, and $100. Purchasing or redeeming Gift Cards constitutes acceptance of these Terms and this Agreement. Gift Cards will be provided by Wirl in electronic form only.
B. Redeeming Gift Cards.
Gift Cards may only be redeemed through the Wirl Site. Every purchase made with a Gift Card (plus any applicable service fees) is deducted from the Gift Card balance and any unused Gift Card balance will remain on the Gift Card. If any purchase exceeds the Gift Card amount, the balance must be paid with a credit card or any other payment method accepted by Wirl.
Balances on multiple Gift Cards cannot be combined into a combined balance on one or more new Gift Cards and Gift Cards cannot be reloaded or recharged, or redeemed together with another Gift Card for the same order. Gift Cards may not be transferred for value or resold. Except to the extent required by applicable law, Gift Cards cannot be redeemed for cash or checks and Gift Card balances cannot be transferred to credit card accounts or accounts of other means of payment. If applicable law requires Wirl to redeem Gift Cards for cash, check, or other means of payment, Wirl reserves the right to select any of the foregoing at its discretion. Gift Cards can only be redeemed for purchases in the currency that matches the personal currency preferences set for the respective Account. Wirl reserves the right to reject the redemption of Gift Cards and request alternative forms of payment, terminate the respective Account, and take legal actions, if Wirl reasonably believes that Gift Cards are abused or used or obtained fraudulently.
As set forth in Section 5, Wirl does not provide Styling Sessions and does not employ individuals to provide Styling Sessions. Wirl does not employ any Stylists. The Wirl Platform allows Clients to connect with independent Stylists. You acknowledge that Wirl does not supervise, direct, or control Stylists’ work or how Styling Sessions are performed in any manner. Wirl does not set Stylists’ work hours or location of work.
The Wirl Platform is not an employment service and Wirl is not an employer of any Stylist. As a result, Wirl is not responsible for and will not be liable for workman's compensation or any tax payments or withholdings, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with a Stylist’s use of the Wirl Platform.
STYLISTS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES, PARTNERS, AGENTS, JOINT VENTURES, OR FRANCHISEES OF WIRL. WIRL DOES NOT PERFORM STYLING SESSIONS AND DOES NOT EMPLOY STYLISTS TO PERFORM STYLING SESSIONS. USERS ACKNOWLEDGE THAT WIRL DOES NOT SUPERVISE, DIRECT, CONTROL, OR MONITOR A STYLIST’S WORK AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR LIABILITY FOR THE WORK PERFORMED OR THE STYLING SESSIONS IN ANY MANNER, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.
Stylists acknowledge that they set or confirm their own prices, provide their own equipment, and determine their own work schedule. Unless otherwise specified in this Agreement, Wirl does not control, and has no right to control, the services a Stylist provides, including how the Stylist provides Stylist Sessions, if the Stylist is hired by a Client.
Wirl values all of its users, and we know that disputes may occasionally arise between or among Users. We hope to provide tools to help Users resolve any disputes that may arise independently amongst yourselves. In the rare event that a dispute initiated by either a Stylist or Client cannot be resolved independently, you agree, at Wirl’s request, to participate with good faith, to the extent that you are reasonably able to do so, in a neutral resolution, mediation or arbitration process conducted by Wirl or a neutral third-party mediator or arbitrator selected by Wirl. Notwithstanding the foregoing, you acknowledge and agree that Wirl is under no obligation to become involved in or impose resolution in any dispute between or among Users or any third party.
Please read this Arbitration Agreement carefully. It is part of your contract with Wirl and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND WIRL ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS OTHER THAN THOSE EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES EXPRESSLY EXCLUDED FROM THE REQUIREMENTS TO ARBITRATE.
A. Applicability of Arbitration Agreement.
If there is a dispute as to the arbitrability of any claim (including questions about the scope, applicability, interpretation, validity, and enforceability of this Arbitration Agreement), you and Wirl agree that this threshold question shall be delegated to the arbitrator and not a court, and that the arbitrator has initial authority to resolve such threshold disputes, except as expressly provided herein.
B. Notice Requirement and Informal Dispute Resolution.
In order to expedite resolution and reduce the cost of any claim or dispute, before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Wirl must be sent to: Wirl, Inc., Attention: Legal, 1289 Fordham Blvd. #251, Chapel Hill, NC 27514, and must include a brief written statement describing the name, address, and contact information of the notifying party, the facts giving rise to the claim or dispute, and the relief requested. After the Notice is received, you and Wirl must attempt to resolve the claim or dispute informally for at least thirty (30) days before initiating any arbitration, except as noted herein. If necessary to preserve a claim under any applicable statute of limitations, you or Wirl may initiate arbitration while engaged in the informal negotiations. During the informal dispute resolution process, all offers, promises, conduct and statements, whether oral or in writing, made in the course of the negotiation by an of the parties, their agents, employees, and attorneys are confidential, privileged, and inadmissible for any purpose, including evidence of liability, in arbitration or other proceeding involving the parties.
C. Arbitration Rules.
D. Additional Rules for Non-Appearance Based Arbitration.
If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
E. Time Limits.
If you or Wirl pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
F. Authority of Arbitrator.
G. Waiver of Jury Trial.
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Wirl in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
H. Waiver of Class or Consolidated Actions.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER (“Class Action Waiver”). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.
All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
J. Representative PAGA Waiver.
Notwithstanding any other provision of this Agreement, the Arbitration Agreement, or the AAA Rules, to the fullest extent allowed by law: 1) you and Wirl agree not to bring a representative action on behalf of others under the California Private Attorneys General Act (“PAGA”), California Labor Code section 2698 et seq., in any court or in arbitration, and 2) for any claim brought on a private attorney general basis, including under PAGA, you and Wirl agree that any such claim shall be resolved in arbitration on an individual basis only (i.e. to resolve whether other individuals have been aggrieved or subject to any violation of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e. to resolve whether other individuals have been aggrieved or subject to any violations of law).
If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
L. Right to Waive.
Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
M. Survival of Agreement.
This Arbitration Agreement will survive the termination of your relationship with Wirl.
N. Exclusions from Arbitration Agreement.
Notwithstanding the foregoing, he following claims are excluded from this Arbitration Agreement: 1) any claim seeking to enforce or protect, or concerning the validity of any of your or our intellectual property rights; 2) individual claims in small claims court; 3) any claim that an applicable federal statute expressly states cannot be arbitrated; and 4) any claim for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Arbitration Agreement may be rendered ineffectual. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Durham County, North Carolina, for such purpose.
Wirl respects the intellectual property of others and asks that Users of the Wirl Platform do the same. In connection with the Wirl Platform, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of Users of the Wirl Platform who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our Users is, through the use of the Wirl Platform, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
your physical or electronic signature;
identification of the copyrighted work(s) that you claim to have been infringed;
identification of the material on our services that you claim is infringing and that you request us to remove;
sufficient information to permit us to locate such material;
your address, telephone number, and e-mail address;
a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Company is:
Designated Agent: Rebecca Davis
Address of Agent: 1289 Fordham Blvd. #251, Chapel Hill, NC 27514
The Wirl Platform, and the information, data, content, and materials which it contains, is protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, Wirl and its licensors exclusively own all right, title, and interest in and to the Wirl Platform and Wirl Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names, and any other proprietary designations of Wirl used herein are trademarks or registered trademarks of Wirl. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners. You may not copy or use any of the marks, logos, or trade names appearing on the Wirl Platform without the express prior written consent of the owner.
The information and materials found on the Wirl Platform, including text, graphics, information, links, or other items, are provided “as is” and “as available.” Reviews, profiles, advice, opinions, statements, offers, or other information or content made available through the Wirl Platform, but not directly by Wirl, are those of their respective authors, who are solely responsible for such content.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WIRL DOES NOT: 1) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF INFORMATION AND MATERIALS ON THE WIRL PLATFORM; 2) ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN WIRL, 3) WARRANT THAT YOUR USE OF THE WIRL PLATFORM WILL BE SECURE, FREE FROM COMPUTER VIRUSES, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE WIRL PLATFORM WILL BE CORRECTED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WIRL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE WIRL PLATFORM, AND SPECIFICALLY DISCLAIMS ALL ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. IN ADDITION, WIRL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OF ANY STYLIST THAT OFFERS STYLING SERVICES VIA THE WIRL PLATFORM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE WIRL PLATFORM (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
WIRL EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE WIRL PLATFORM. IN ADDITION, WIRL DOES NOT ACCEPT ANY LIABILITY FOR THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE WIRL PLATFORM.
You agree to indemnify and hold Wirl (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use or inability to use the Wirl Platform, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Wirl reserves the right, at your expense, and at Wirl’s sole discretion, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Wirl. Wirl will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
You hereby release and forever discharge Wirl (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Wirl Platform (including any interactions with, or act or omission of, other Users or any Third-Party Links). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
These Terms of Service and any dispute that arises between you and Wirl will be governed by the laws of the State of North Carolina, without regard to choice of law principles. Unless otherwise agreed to by you and Wirl, in the event that the Arbitration Agreement found in Section 19 is found to not apply to any particular claim or dispute, you agree that such claim or dispute shall be resolved exclusively by a state or federal court located in Durham, North Carolina, and agree to submit to the personal jurisdiction of the courts located in Durham, North Carolina for the purpose of litigating any such claims or disputes.
The invalidity, illegality, or unenforceability of any term or provision of these Terms of Service shall in no way affect the validity, legality, or enforceability of any other term or provision of these Terms of Service. If any term or provision is determined to be invalid, illegal, or unenforceable, you and Wirl agree to replace such term or provision, to the extent necessary to render it valid, legal, or enforceable, with a term or provision that most closely effectuates the original intent of the invalid, illegal, or unenforceable term or provision. If any term or provision is found to be invalid, illegal, or unenforceable and cannot be modified to effectuate the original intent of the term or provision, such term or provision shall be excised from the Terms of Service, without affecting the validity, legality, or enforceability of another term or provision.
You may not assign or transfer this Agreement without Wirl’s prior written consent. Wirl may assign or transfer this Agreement without your consent. This Agreement shall inure to the benefit of Wirl, its legal representatives, successors, and assigns.
C. Force Majeure.
Other than payment obligations, neither Wirl nor you shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.
D. No Third Party Beneficiaries.
You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms or this Agreement.
E. Electronic Communications.
The communications between you and Wirl use electronic means, whether you use the Site or send us emails, or whether Wirl posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Wirl in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Wirl provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
F. Entire Agreement.
These Terms and the Agreement constitute the entire agreement between you and Wirl regarding the use of the Wirl Platform.
G. Section Titles Have No Effect.
The section titles in these Terms are for convenience only and have no legal or contractual effect.
H. No Agency Created.
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such terms or any other term, and Wirl’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
1289 Fordham, Blvd. #251
Chapel Hill, North Carolina 27514