Terms and Conditions

1. PREAMBLE

1. Pro Beauty Academy provides courses to students in, inter alia, the make-up industry. 

2. “We” / “our” / “PBA” refers to PRO BEAUTY ACADEMY LLC and “you” / “your” / “the student” refers to the person who has signed up for our course/s (“Course”) whether or not such person is one and the same person who makes payment for the Course. 

3. “Party” refers to either we or you, as the context may indicate, and Parties refers to both we and you.

4. PBA is the lawful owner and right-holder of the website, application and Course/s as made available to you through / on any of our platforms (with any such platform/s hereinafter collectively being referred to as “Platform/s”).

5. By registering with PBA and continuing to use the PBA platform, you agree to be bound by these terms and conditions (“Agreement”), which Agreement constitutes a legally binding contract by and between PBA and you, along with any and all applicable laws and regulations. 

6. By using the PBA platform, you represent and warrant that you: (a) agree to all of the terms and conditions stated herein; and (b) have the right, power, capacity and authority to contract, and/or to bind your represented entity or agency to this Agreement.

7. You hereby acknowledge and covenant to abide by and comply with any applicable federal, state and local rules and regulations applicable to your use of the Platform.  If you do not agree with any of these terms, you are thereby prohibited from continuing to utilize the Platform, which prohibition you accept.

8. Henceforth, you expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, thereby acknowledging and agreeing to the terms and conditions of your use of the Platform and participation in the Course.

9. You agree that any usage of PBA material (“Content”) (whether in written, electronic, voice, video or any other format) is governed by the terms and conditions of this Agreement.

2. NATURE OF THE RELATIONSHIP

1. This Agreement shall in no way shall be construed as being an agreement of partnership, joint venture, association, affiliation and/or agency and you shall have no claim against any separate dealing, venture or assets of PBA.

2. Under no circumstances shall you bind, or attempt to bind, represent, indicate your authority to represent or be endorsed by, or hold out to have any affiliation with, PBA, other than that of student or past student, in the event that the title of student or past student correctly reflects your relationship with PBA. 

3. This Agreement shall not be construed as granting any rights in or to in respect of any product, confidential information or intellectual property of PBA (or any third party), nor shall it be construed as an offer or invitation by PBA to enter into any further arrangement or agreement with you whatsoever.

4. No interest whatsoever in the confidential information disclosed shall vest in or pass to you.

5. You hereby agree that any documentation of whatsoever nature or description relating to PBA’s confidential information that it acquired or may acquire or that may come into its possession shall remain the property of PBA, notwithstanding any improvements thereon.

3. COPYRIGHT

1. Copyright is a collection of exclusive rights afforded to authors and creators to protect original content. Such right is reserved exclusively by the creator, and in respect of the platform and course, all content is strictly reserved by PBA. 

2. Any and all students and users of the Platform, whether as a participant in a Course or otherwise, acknowledge, accept and agree that the platform, and Content made available to you on/through the platform and/or in the course (including via electronic mail), which Content may include but shall not be limited to video, print, digital or image format, as well as course breakdowns (with the platform, course and any and all content hereinafter collectively being referred to as “Content”), are protected works by PBA and are the Copyright © of PBA. 

3. All Content is protected by copyright laws and the unauthorised use, publication, reproduction, or distribution of the content constitutes a breach of the terms of this Agreement, with reproduction being accepted for specific, personal educational purposes, only, in exchange for payment by you to PBA for your registration in the specific Course. 

4. It is expressly recorded that notwithstanding: reproduction; publication; performance; broadcasting; transmission; and/or adaptation/improvement of Content by PBA, remains the exclusive property of PBA, with its intellectual property rights and copyright in and to the Content being fully reserved.

5. Unless permission is expressly granted to you, in writing, you are legally prohibited from the commercial use of any content found on any Platform or as made available to you in any Course. 

6. You may download, view, record and print Content for your own educational purposes, only, and may not share/publish any content with/to any third person (whether a legal entity or a natural person), regardless of whether such publication is for a commercial purpose or otherwise.

7. All moral rights of PBA and its employees, agents and other students are reserved. 

4. PROPRIETARY RIGHTS

1. The trademarks, copyright, service marks, trade names and other intellectual property rights (including but not being limited to content, software, text, graphics, icons, hyperlinks, designs and logos, the PBA name, address(es), and/or domain(s)) and proprietary notices displayed on the Platform are the property of or otherwise are licensed to PBA and its licensors and affiliates, whether acknowledged (or not), and which are protected under intellectual property laws, including copyright laws and treaties and other jurisdictions throughout the world.  

2. Respective title holders may or may not be affiliated with us or our affiliates, partners and advertisers.  No section hereof shall be construed as an intent to grant to you any right of transfer or interest in the PBA platform, whether in whole or in part.

3. You acknowledge and agree that any and all infringing use or exploitation of copyrighted content in the PBA platform (including a PBA course) may cause PBA, its affiliates, licensors or content providers irreparable injury, which may not be remedied solely at law, and therefore our affiliates, licensors or content providers may seek remedy for breach of this Agreement through injunctive or other equitable relief.

5. ELECTRONIC COMMUNICATIONS

1. When you visit our Platform and complete a web form to request information or when you send an electronic mail to PBA, you automatically consent to receiving communications from PBA electronically and agree that all agreements, notices, disclosures and other communications sent by PBA satisfy any legal requirements, including, but not limited to the requirement that communication should be “in writing”.
2. You acknowledge and accept that the action to click on specified buttons on certain web forms on any PBA platform shall constitute an expression of intent and be legally binding upon you.

6. LINKING AND FRAMING
   1. Any Hyperlinks provided on a PBA platform to other websites are provided as is and PBA does not necessarily agree with, edit or sponsor the content on such web pages. PBA disclaims any responsibility for the materials contained in such linked websites. 
   2. It is expressly prohibited for any person, business, entity or website to represent any page on any PBA platform in any way whatsoever, such as framing, on the person’s website so that it appears to be their own information.

7. DISCLAIMER OF PBA WARRANTY

1. To the fullest extent permissible under applicable law, the PBA platform is provided to you “as is”, with “all faults” and “as available” without warranty of any kind.  PBA, and its affiliates, members, agents, officers, licensors, employees, contractors, support team, third-party services providers and/or distributors, do not make, and hereby disclaim, any and all express, implied or statutory warranties, either by statute, common law, custom, usage of trade, course of dealing or otherwise, however arising, including the implied warranties of description, quality, fitness for a particular purpose, non-infringement, non-interference with use and/or enjoyment.

2. In no event shall PBA, its affiliates, ambassadors, members, agents, officers, licensors, employees, contractors, support team, third-party service providers and/or distributors be held liable for any special, direct, indirect, incidental or consequential damages, including losses, costs or expenses of any kind resulting from possession, access, use, inaccessibility or malfunction of the Platform or from information derived from the Content, including but not limited to, loss of revenue, profits, business, loss of use or lack of availability of computer resources; whatsoever arising out of or related thereto, whether arising in tort (including negligence or breach of statutory duty), misrepresentation or howsoever arising, contractual, strict liability or other legal or equitable damages and whether or not PBA, its Affiliates, members, licensors, third-party service providers and/or distributors have been advised of the possibility of such damages.

3. The Content does not constitute investment advice and PBA makes no warranties relating to income, profit and/or success, and/or relating to the quality of any goods/services/courses which are affiliated with or supported by PBA. To this extent, you hereby indemnify and hold PBA, its affiliates, ambassadors, members, agents, officers, licensors, employees, contractors, support team, third-party service providers and/or distributors harmless against any special, direct, indirect, incidental or consequential damages, which damages may arise as a result of or relating to information found on a Platform, Content, in a Course and/or any other statements (whether written or otherwise) made by a representative of PBA.

4. For the purposes of clarity, nothing contained on a Platform, in Content or in a Course shall constitute or be deemed to constitute investment advice.

5. PBA makes no warranties at to the availability of products as promoted by PBA, or as to the quality of any such products, to potential income, the ability to find employment or clients and/or the accuracy of the Content, and you acknowledge and agree that any and all Content constitutes an opinion by PBA, and not investment advice.

8. LIMITATION OF LIABILITY

1. PBA shall not be liable to a student who suffers loss or damage as a result of PBA’s negligence or failure to comply with the Agreement.

2. This Agreement provides you with specific legal rights, and you may have other rights that may vary from jurisdiction to jurisdiction. Legislation in some states/countries do not allow certain limitations of liability, and henceforth the limitations of liability found herein shall apply to the fullest extent permitted by law in applicable jurisdictions.

3. Neither party excludes or limits its liability to the other for fraud, death or personal injury caused by their negligent act or omission or wilful misconduct.

4. You shall be liable for any breaches of the terms of this Agreement caused by the acts, omissions or negligence of any persons who for you or on your behalf accesses the Platform as if such acts, omissions or negligence had been committed by yourself.
5. You shall not raise any claim under this Agreement more than 3 (three) months after (i) the discovery of the circumstances giving rise to a claim; or (ii) the estimated completion of a Course as indicated on any Course material.

6. You acknowledge and agree that in entering into this Agreement, you had recourse to your own skill and judgment and have not relied on any representation made by PBA.

9. LICENSES

1. Limited License. For the duration of the course or unless as dictated otherwise by PBA, PBA grants you a limited, non-exclusive, revocable, royalty-free and non-transferable license to use and access the Platform, for educational purposes, only.  You are prohibited from duplicating, re-engineering, reverse engineering, modifying or otherwise manipulating or using the Platform, or parts thereof. PBA does not grant any express or implied right to you under any patents, trademarks, copyrights or trade secret information; and you shall have no right, either directly or indirectly, to own, use, loan, sell, rent, lease, lend, distribute, transfer, license, sublicense, assign, copy, translate, modify, adapt, improve or create any new or derivative works from, or display, distribute, perform or in any way exploit any portion of the Platform, whether  in whole or in part. For the purposes of clarity, any reference to the Platform includes a reference to a PBA course and PBA content.

2. Feedback License. You hereby grant PBA an unlimited, exclusive, sub-licensable, assignable, royalty-free, perpetual, irrevocable (for all the countries and territories throughout the world) right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any suggestions, feedback, recommendations, comments and know-how that you provide to PBA regarding the Platform, Content, operations and Course.

10. CHANGES TO PBA’S SERVICES

1. This Agreement constitutes the entire and only contract between you and PBA with respect to the subject matter contained herein and no amendment, variation or consensual termination of any terms or conditions contained herein shall be of any force and effect unless reduced to writing and uploaded onto a Platform or as sent to you via electronic mail, if applicable.

2. PBA reserves the right to modify, amend, suspend, terminate, upgrade, update or otherwise novate this Agreement, at any time and without notice to you. Any changes will be reflected on the Platform, and PBA may also notify you by email, in its sole and absolute discretion. As a general rule, PBA will try not to diminish the functionalities available to you, and in the case of increased or newly available functionalities, PBA endeavours to inform you before such activation. 

3. It shall be the your duty to regularly refer to PBA’s website at https://www.probeautyacademy.net/ in order to apprise yours with the updated/amended Agreement.

4. Please refer to the last effective date where changes were last undertaken by PBA. Your use of the PBA platform after the effective date of any update – either by virtue of a payment for a course or continued use of a  Platform– thereby indicates your acceptance thereof.
5. USER PRIVACY

By disclosing any data and personally-identifiable information to us, you agree that we may collect, process, store and disclose of such personally identifiable information, including to our affiliates, partners, employees and service providers, for the purposes of the provision of our services. 

12. USER’S OBLIGATIONS

1. You agrees not to undertake, motivate, or facilitate the use or access of a Platform in order to:

1. Infringe this Agreement, or allow, encourage or facilitate others to do so.

2. Plagiarize and/or infringe on the Intellectual Property rights or privacy rights of PBA or any third party, including any breach of confidence, copyright, trademark, patent, trade secret, moral rights, privacy rights, right of publicity, or any other intellectual property or proprietary rights.

3. Collect, receive, transfer or disseminate any personally identifiable information of any person without due consent from the titleholder.

4. Reproduce, duplicate or copy content from the Platform (including Content and Course’s) without PBA’s prior written authorization.

5. Use any automated or manual process to obtain, copy, process, access and/or use the Platform or any part therefrom to capture unauthorized data or Content (including the content belonging to your competitors), for any purpose.

6. Open, maintain or use multiple PBA accounts in any manner.
7. Enable, undertake, program or execute any type of system, computer program or technique in order to data-mine, retrieve, scrape, index or otherwise extract unauthorized information from PBA or any portion or data feeds therefrom.  For purposes of clarification, such actions will include the use of persons, application search/retrieval applications, software ‘robots’ and ‘spiders’ and any analogous data gathering and extraction tools, regardless of the type and amount of information intended for extraction.

8. Use a Platform to disseminate any type of computer viruses, worms, defects, trojan horses or other items of a destructive nature.

9. Undertake any action that will or may cause an unreasonable load on PBA’s and/or its partners’ and affiliates’ technology or infrastructure, or otherwise make excessive traffic demands from a Platform.

10. Otherwise reverse-engineer, decompile or extract the proprietary code of a Platform.

2. For the purposes of this Agreement, “Intellectual Property Rights” means the rights to any inventions, patents in force from time to time, technology, concepts, related designs or processes, copyright, trademarks and/or marks and trade names relating thereto, whether registered or not, and all other intellectual property rights in respect of PBA, including but not being limited to Content and Courses.

3. You may not withhold payment to PBA for any reason whatsoever, and agree that any and all payments to be made in lieu of a PBA course, shall be made in American Dollars, free of set-off, deduction and bank charges.

13. APPLICABLE LAW

This Agreement and the Parties’ rights and obligations hereunder shall be governed by and be construed according to the laws of the State of New York. If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed and that you will be responsible for our reasonable attorney’s fees, court costs, and disbursements in doing so.

14. CESSION

You are not entitled to cede, delegate, assign or in any other manner dispose of any of its rights or obligations in terms of this Agreement, nor may you be entitled to cede control of your account/profile to another party.

15. ASSIGNMENT  

1. This Agreement will inure to the benefit of any successors of the Parties which are not natural persons. 

2. PBA may assign any rights or obligations hereunder to any current or future affiliated company of PBA and to any successor in interest of PBA. Any rights not expressly granted herein are hereby reserved. 

3. PBA reserves the right, at any time, to transfer some or all of PBA’s assets in connection with a merger, acquisition, reorganization or sale of assets or sale of business, whether in part of in full, or in the event of bankruptcy.

16. SEVERABILITY

If any one or more of the provisions of these terms, or parts hereof, should be held to be invalid, illegal or unenforceable by any competent authority, the validity and enforceability of all the other provisions thereof shall not be affected thereby.

17. RELAXATION

No latitude, extension of time or other indulgence which may be given or allowed by PBA to the you in respect of the performance of any obligation, and no delay or leniency in the enforcement of any right of PBA, and no single or partial exercise of any right by PBA pursuant to these terms shall in any circumstances be construed to be an implied consent or election by PBA or operate as a waiver or a novation of or otherwise affect any of PBA’s rights in terms of or arising from these terms or estop or preclude any PBA from enforcing, at any time, and without notice, strict and punctual compliance with each and every provision or term hereof.

18. ADDRESSES AND NOTICES

1. You choose as your domicilium citandi et executandi the email address(es) and physical address(es) as provided by you to PBA and you agree that all notices and processes arising out of or in connection with the terms may be served on you at any of such address(es).

2. PBA chooses as its domicilium citandi et executandi the email address(es) and physical address(s) as found on the Platform and agrees that all notices and processes arising out of or in connection with the terms may be served on PBA at that address(es).
3. The Parties shall be entitled to change their respective domicilia citandi et executandi to such other address of which the Party concerned may notify the other in writing; provided that such address shall not be a post office box or poste restante.

4. Any notice given by the one Party to the other shall be in writing and shall, until the contrary is proven, be deemed to have been received on the same day on which it is delivered by hand or email to the addressee’s domicilium citandi et executandi.

EFFECTIVE DATE OF THE TERMS AND CONDITIONS: 26 SEPTEMBER 2023 

Pro Beauty Academy’s rights remain strictly reserved.