Last Updated: February 4, 2019.
Welcome to the website provided by Sunday Riley Modern Skincare, LLC. The following Terms and Conditions apply to all users of www.sundayriley.com, edit.sundayriley.com and its associated websites, subdomains, mobile versions, any associated applications and services (collectively, the “Site”), which is operated by Sunday Riley Modern Skincare, LLC (“SRMS,” “we” or “us”).
The Terms and Conditions for the Site represent a legally binding agreement between you, an individual user or a single entity (collectively or individually “Users”), and SRMS regarding your use of the Site. Together, Users and SRMS are each referred to herein individually as a “Party” or collectively as the “Parties.” When using the Site, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time on the Site (the “Guidelines”). All Guidelines are at this moment incorporated by reference into these Terms and Conditions.
BEFORE USING THE SITE, PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY REGISTERING FOR AND/OR ACCESSING, BROWSING, OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE GUIDELINES, AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS AND CONDITIONS” OR “TERMS”). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE SITE.
Children. You must be at least the age of Majority (18 in most states of the United States; older in some jurisdictions) to register with us. The Site is not intended for users under the age of 18, and such users are expressly prohibited from registering for any services such as contests or surveys, making any purchases, or registering for any aspect of the Site, and by taking such actions you agree, represent, warrant, covenant and guarantee that you are 18 years of age or older. If you are under 18, please do not attempt to register for Site or send any information about yourself to us, including your name, address, telephone number, or email address. We do not seek through this Site to gather personal information from or about persons under the age of 18. NOTICE: Visit www.OnGuardOnline.gov for tips from the Federal Trade Commission on protecting children’s privacy online.
Modification of the Terms.SRMS reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time for any reason, and we may notify you of such changes through any of a variety of means, including a change to the “Last Updated” date set forth above and other reasonable means to be determined at our discretion. All changes shall be effective immediately. Please check these Terms periodically for changes. Your continued use of the Site after the posting of changes constitutes your binding acceptance of such changes.
Site Access, Linking.SRMS grants you permission to use the SRMS Site as set forth in these Terms, provided that and for so long as (i) you use the Site solely for your personal, non-commercial use; (ii) except as expressly permitted in these Terms, you do not download, reproduce, redistribute, retransmit, publish, resell, distribute, publicly display or otherwise use or exploit any portion of the Site in any medium without SRMS’ prior written authorization; (iii) you do not alter or modify any part of the Site other than as may be reasonably necessary to use the Site for its intended purposes; (iv) you do not engage in any of the prohibited uses described in Section 13 below; and (v) you otherwise fully comply with these Terms. The Site is controlled and offered by SRMS from its facilities in the State of Texas in the United States of America. SRMS makes no representations that the Site is appropriate or available for use in other locations. If you are accessing or using the SRMS Site from other jurisdictions, you do so at your risk, and you are responsible for compliance with local laws.
If you register, you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you shall immediately notify SRMS. YOU ARE SOLELY LIABLE FOR LOSSES INCURRED BY YOU, SRMS OR OTHERS DUE TO ANY UNAUTHORIZED USE OF YOUR ACCOUNT.
Purchases. We offer skincare products and services for sale on the Site. Please carefully read all pricing terms available in the areas of the Site that allow you to make purchases. Your use of the Site includes the ability to enter into agreements and/or make transactions electronically. You acknowledge that entering into a transaction electronically (including without limitation all records relating to such transactions) constitutes your agreement and intent to be bound by and to pay for such agreements and transactions. SRMS is not responsible for typographic errors. Some aspects of the Site may require you to pay a fee, the details of which are available in various areas of the Site that feature the ability to purchase products, features or services. You agree to pay all fees and applicable taxes incurred by you or anyone using your account. We may revise the pricing for products, services or features offered through the Site at any time. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. If there is a dispute regarding payment of fees to, or products or services provided by, us, your account may be closed without warning or notice at our sole discretion. EXCEPT AS OTHERWISE SET FORTH IN ANY RETURN POLICY OR CANCELLATION POLICY APPLICABLE TO OUR FEE-BASED PRODUCTS, SERVICES OR FEATURES, YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES FOR FEE-BASED PRODUCTS, SERVICES OR FEATURES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES
Ownership; Proprietary Rights.
- The Site, including the content, interactive features, audio, video, audio-visual material, information, graphics, design, compilation, computer code, products, software, services, proprietary information, copyrights, service marks, trademarks, trade names, distinctive information such as logos, the selection, sequence, “look and feel” and arrangement of items, and all other elements of the Site that are provided by SRMS (“SRMS Materials”) are owned and/or licensed by SRMS and are legally protected, without limitation, under U.S. federal and state laws and regulations, as well as applicable foreign laws, regulations and treaties. SRMS Materials do not include Non-SRMS Content (as defined below). Except as expressly authorized by SRMS, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Site or the SRMS Materials. SRMS reserves all rights not expressly granted in these Terms. You shall not acquire any right, title, or interest to the SRMS Materials, except for the limited rights expressly set forth in these Terms.
- Apps, Streaming and Other Downloadable Software. If any of the SRMS Materials that we make available to you is software capable of being downloaded, streamed or made accessible via Real Simple Syndication (RSS), then the software and all files, images and data relating to the software will be licensed to you by us. This license is a personal, limited, non-transferable, non-sublicensable, revocable license, and we reserve the right to alter or revoke the license at any time by providing notice to you. Upon receiving notice of revocation, you must destroy all copies of the software in your possession and/or residing on systems under your control. You do not own the software, and we do not transfer ownership of the software to you. We retain full ownership of and title to the software and all intellectual property rights related to the software. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the software to a human-perceivable form. Software that is downloaded from the Site is subject to United States export control laws. If you download software from the Site, you represent and warrant to us that you are not acting in violation of those laws.
- Parts of this Site offer an opportunity for users to post or link media, text, audio and video recordings, photos, graphics, commentary or other information or content (“User Content”), and to host and/or share such User Content. User Content is controlled by SRMS. Your User Content does not reflect the views and opinions of SRMS, its agents and/or affiliates. SRMS makes no representations that your User Content will remain available via the Site in any way. We may remove your User Content at our sole discretion. YOU UNDERSTAND THAT ANY USER CONTENT THAT YOU POST FOR VIEWING ON THE SITE IS MADE PUBLICLY AVAILABLE TO USERS OF THE SITE, AND SRMS DOES NOT GUARANTEE ANY CONFIDENTIALITY WITH RESPECT TO ANY SUCH USER CONTENT, NOR DOES IT GUARANTEE THAT YOUR INTELLECTUAL OR PROPRIETARY RIGHTS IN SUCH USER CONTENT WILL NOT BE INFRINGED OR MISAPPROPRIATED.
- Grant of Rights. By submitting User Content to SRMS, you hereby grant SRMS a worldwide, non-exclusive, fully paid-up, royalty-free, transferable license, with the right to grant and authorize sublicenses, to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, perform, and otherwise exploit your User Content in connection with the Site and SRMS’ (and its successor’s, transferees’, sublicensees’ and their respective affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels or through merchandising. You grant SRMS, transferees and sublicensees (and their respective affiliates) the right to use the name that you submit in connection with such User Content if they choose. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You also hereby grant to each User of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, and perform such User Content as permitted by the functionality of the Site and these Terms. The above licenses granted by you in User Content you submit to the Site shall be perpetual and irrevocable, except that with respect to any User Content that you have removed or deleted while maintaining your Site user account, or any User Content following any deactivation or deletion of your Site user account, you may specifically notify SRMS regarding the termination of the foregoing license from you to SRMS, specifically identifying the item(s) of User Content to which such termination applies, in which case the foregoing license will terminate within a commercially reasonable time after you provide such notice to SRMS. You understand and agree, however, that even following such termination, SRMS may retain, but not display or perform, server copies of such User Content. Notwithstanding anything to the contrary herein, the above licenses granted by you in user comments you submit are perpetual and irrevocable.
- Your Representations and Warranties Regarding User Content. You shall be solely responsible for your own User Content and the consequences of posting such User Content. In connection with User Content, you affirm, represent, and/or warrant that: (i) your User Content is not confidential or secret, (ii) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize SRMS to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Content to enable inclusion and use of User Content in the manner contemplated by SRMS and these Terms, and to grant the rights and license set forth in this Section, and (iii) your User Content, SRMSs use of such User Content pursuant to these Terms, and SRMS’ exercise of the license rights set forth in this Section, do not and will not: (A) infringe, violate, or misappropriate 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; (B) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (C) violate any applicable law or regulation, (iv) you have no expectation of compensation or confidentiality of any nature with respect to your User Content and we, our affiliates, our licensors and/or their affiliates may already have projects under consideration or are independently developing projects that are similar to your User Content; and (v) you shall indemnify and hold us harmless from and against any and all claims, actions and damages (including, without limitation, court costs, legal fees, accounting fees and amounts paid in settlement) that are related to or result from your use of the Site, your User Content or its posting on, or submission to, the Site, and/or your violation of these Terms or your representations and warranties hereunder. You will cooperate as fully as reasonably required in the defense of any such claim or action; however, we reserve the right, at our own expense, to assume the exclusive defense and control of any mater subject to indemnification by you.
- Prohibited Uses of User Content. Except as otherwise permitted by these Terms, in connection with your User Content, you further agree that you will not publish, post, submit, transmit through or otherwise make available to the Site: (i) any falsehoods or misrepresentations that could damage SRMS or any third party; (iii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, racially or ethnically offensive or otherwise objectionable, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iv) advertisements or solicitations of business, products, or services; or (v) any material that would be harmful to minors in any manner.
- No Responsibility for User Content. With the exception of the limited license granted above, we do not obtain or control any rights in, and do not exert editorial control over, User Content. Nothing herein obligates us to verify, and we have not necessarily verified, the representations and warranties made by Users with respect to such User Content.
Non-SRMS Content Disclaimer. You understand that when using the Site you will be exposed to User Content, advertising and other third party content (together, the “Non-SRMS Content”) from a variety of sources and that you may be exposed to Non-SRMS Content that is inaccurate, offensive, indecent, or otherwise objectionable. SRMS does not endorse any Non-SRMS Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will SRMS be liable in any way for or in connection with the Non-SRMS Content, including, but not limited to, for any inaccuracies, errors or omissions in any Non-SRMS Content, any intellectual property infringement or misappropriation with regard to any Non-SRMS Content, or for any loss or damage of any kind incurred as a result of the use of any Non- SRMS Content posted, emailed or otherwise displayed or transmitted through the Site.
Non-Monitoring of Users and Non-SRMS Content.You understand that you, and not SRMS, are entirely responsible for all User Content that you upload, post, e-mail, transmit or otherwise make available through the Site. SRMS does not control Non-SRMS Content posted by Users or otherwise made available by other persons or entities and does not have any obligation to monitor such Non-SRMS Content for any purpose. If at any time SRMS chooses, in its sole discretion, to monitor the Non-SRMS Content, SRMS nonetheless assumes no responsibility for the Non-SRMS Content, no obligation to modify or remove any inappropriate Non-SRMS Content, no obligation to continue to monitor the Non-SRMS Content and no responsibility for the conduct of the User or other person or entity submitting any such Non-SRMS Content. You agree that you must evaluate, and bear all risks associated with the use of any User Content or other Non-SRMS Content, including any reliance on the accuracy, completeness, usefulness, non-infringement or legality of such User Content or other Non-SRMS Content.
Removal of Non-SRMS Content.SRMS and its designees shall have the right (but not the obligation) in their sole discretion to refuse to post or remove any Non-SRMS Content that is available on the Site in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.
Prohibited Uses of the Site.
- As a condition of your use of the Site, you hereby represent and warrant that you will not use the Site for any purpose that is unlawful or prohibited (including, without limitation, the prohibitions in this Section) by these Terms.
- Any use by you of any of the SRMS Materials and Site other than for your personal use is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Site, use of the Site, access to the Site, or Non-SRMS Content obtained through the Site, for any purpose other than for your personal use.
- Except as expressly provided in Section 8, you agree not to create derivative works of the Site content, including, without limitation, montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards or merchandise, unless permitted under these Terms or with the prior written authorization of SRMS and any applicable licensors.
- You agree not to use the Site if you do not meet the eligibility requirements described in Section 1 above.
- You agree not to defame, harass, abuse, threaten, stalk or defraud Users of the Site, or collect, or attempt to collect, personal information about Users or third parties without their consent.
- You agree not to intentionally interfere with or damage, impair or disable the operation of the Site or any User’s enjoyment of it by any means, including but not limited to uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code, or placing a disproportionate load on the Site with the intended result of denying service to other Users.
- You agree not to remove, circumvent, disable, damage or otherwise interfere with any security- related features of the Site, features that prevent or restrict the use or copying of any part of the Site, or features that enforce limitations on the use of the Site.
- You agree not to attempt to gain unauthorized access to the Site or any part of it, including gaining access or attempting to gain access to another user’s account, computer systems or networks connected to the Site or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Site or any activities conducted through the Site.
- You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site. You agree neither to modify the Site in any manner or form (other than contributing User Content as enabled by the Site’s functionality and in accordance with these Terms), nor to use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site or for the removal of any proprietary notices or labels on the Site.
- You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express prior written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
- You agree not to utilize framing techniques to enclose any trademark, logo or other SRMS Materials without our express prior written consent. You agree not to use any Meta tags or any other “hidden text” utilizing SRMS’ name or trademarks without SRMS’ express prior written consent.
- You agree not to use any SRMS logos, graphics, or trademarks as part of the link without our express prior written consent.
- You agree not to sell, rent, lease, distribute, broadcast, sublicense or otherwise assign any right to the Site to any third party.
- You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Site or to insert your own or a third party’s advertising, branding or other promotional content on the Site. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
- You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
- You agree not to use the Site in any manner that could interrupt, damage, disable, overburden or impair the Site, or interfere with any other party’s use and enjoyment of the Site, including, without limitation, sending mass unsolicited messages or “flooding” servers.
- You agree not to modify, adapt, translate, or create derivative works based upon the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
- You agree not to impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
- You agree not to use the Site to “stalk” or otherwise harass or harm another in any way.
- You agree not to provide professional advice or post, upload, transmit, send or otherwise make available on or through the Site any User Content intended to provide professional advice about medical, health, legal, tax, financial, or investment issues, or to solicit, recommend, or endorse any securities or financial instruments, or suggest that a particular transaction or investment strategy is suitable for you or any specific person;
- You agree not to discuss the mechanics of sweepstakes, contests, auctions, flash sales or similar promotions available on or through the Service, or attempt to manipulate, corrupt or otherwise affect the outcome of, any such promotions, or post, upload, transmit, send, or otherwise make available on or through the Site any User Content that may or is intended to enable, authorize, instruct, encourage, assist, suggest, inform, or promote activities that may subvert or not comply with the rules, restrictions, and/or limitations applicable to such promotions;
- You agree not to post, transmit or otherwise disseminate through the Site any User Content that, as we determine in our sole discretion: (i) is unlawful, harmful, harassing, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights, (ii) is derogatory or harmful to our reputation, the reputation of our licensors, or any of our or their respective officers, members, employees, representatives, licensors and/or suppliers, in any way; (iii) may incite violence or other unlawful activity; or (iv) is harmful to children in any manner.
Unauthorized or prohibited use of the Site or the SRMS Materials may subject you to civil liability, criminal prosecution, or both under federal, state and local laws.
Dealings with Advertisers and other Users. Your correspondence or business dealings with, or participation in promotions of, advertisers and other Users found on or through the Site are solely between you and such advertiser or User. YOU AGREE THAT SRMS WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS OR USERS ON THE SITE.
Links and Third Party Websites.
- Linking to the Site. You agree that if you include a link from any other website to the Site, such link shall open in a new browser window and shall link to the full version of an HTML formatted page of the Site. You are not permitted to link directly to any image hosted on the Site, such as using an “in-line” linking method to cause the image hosted on the Site to be displayed on another website. You agree not to download or use images hosted on the Site on another website, for any purpose, including, without limitation, posting such images on another website. You agree not to link from any other website in any manner such that the Site, or any page of the Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Site be discontinued, and to revoke your right to link to the Site from any other website at any time.
- Reference Sites. SRMS, Users and other third parties may provide links on the Site to other sites, including the content therein (“Reference Sites”). SRMS has no control over such Reference Sites or their content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Reference Sites or other content linked to by the Site. SRMS provides links to you only as a convenience, and the inclusion of any link on the Site does not imply our affiliation, endorsement, or adoption of the linked Reference Site or other content or any information therein. If you choose to correspond or engage in transactions with any other person, organization or business found on or through the Site, you acknowledge and agree that we are not a party to, and will not be responsible for, your interaction with such person, organization or business, including its treatment of your information, your User Content, and/or the terms and conditions applicable to any transaction between you and such third party. You agree that we have no responsibility or liability for any loss or damage of any kind that you may suffer as the result of any such interaction or the presence of such person, organizations or businesses on the Site. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, CONTENT, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. SRMS may earn a portion of sales from products that are purchased through our Site as part of our affiliate partnerships with Reference Sites. Our terms and policies do not govern your use of any site other than the Site. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.
- Amazon Associates Program. The Amazon Associates Program is a Reference Site and is subject to the terms and conditions set forth in Section 15(b) herein. As an Amazon Associate, SRMS may earn a portion of sales from qualifying purchases. If you have any questions or concerns involving Amazon, please follow the contact directions on the particular Amazon site to address your customer service issues.
Purchases on Third Party Websites. In addition to purchases on the Site, the Site may permit you to make purchases of products or services through third party websites. The terms associated with your transactions for these services and/or products are subject to the terms and conditions and privacy policies of the third party websites. If you have problems or questions regarding a transaction with a third party website, please contact the third party website directly.
Service Availability. SRMS may make changes to or discontinue any of the media, web communities, products, or services available on the Site at any time, and without notice. The media, products, or services on the Site may be out of date, and SRMS makes no commitment to update these materials on the Site.
You agree that with respect to any feedback, analysis, suggestions and comments to SRMS provided by you (collectively, “Feedback”), IN CONSIDERATION OF SRMS PROVIDING ACCESS TO THE SITE FREE OF CHARGE, USER HEREBY GRANTS TO SRMS THE EXCLUSIVE PERPETUAL, IRREVOCABLE AND WORLDWIDE RIGHT TO USE, COPY, DISPLAY, PERFORM, TRANSLATE, MODIFY, LICENSE, SUBLICENSE AND OTHERWISE EXPLOIT ALL OR PART OF THE FEEDBACK OR ANY DERIVATIVE THEREOF IN ANY EMBODIMENT, MANNER OR MEDIA NOW KNOWN OR HEREAFTER DEVISED WITHOUT ANY REMUNERATION, COMPENSATION OR CREDIT TO USER. User represents and warrants that User has the right to make the foregoing grant to SRMS and that any Feedback which is provided by User to SRMS does not infringe any third-party intellectual property rights. Notwithstanding the foregoing, SRMS grants to you a non-exclusive, non-transferable, non-sublicensable, world-wide, perpetual and irrevocable license to use the Feedback for your own personal, non-commercial purposes that do not compete, directly or indirectly, with our use of such Feedback.
Terms and Conditions Violations; Termination.You agree that SRMS, in its sole discretion, may terminate any account (or any part thereof) you may have through the Site or your use of the Site, and remove and discard all or any part of your account or any User Content. You agree that your access to the Site or any account you may have or portion thereof may be terminated without prior notice, and you agree that SRMS shall not be liable to you or any third-party for any such termination. SRMS reserves the right to modify, suspend or discontinue the Site and/or access to it at any time and without notice to you, and SRMS will not be liable to you should it exercise such rights, even if your use of the Site is impacted by the change. These remedies are in addition to any other remedies SRMS may have at law or in equity.
INDEMNIFICATION; HOLD HARMLESS. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SRMS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF (I) YOUR USE OR MISUSE OF THE SITE; (II) YOUR USER CONTENT, INCLUDING SRMS’S USE, DISPLAY OR OTHER EXERCISE OF ITS LICENSE RIGHTS GRANTED HEREIN WITH RESPECT TO YOUR USER CONTENT; (III) YOUR VIOLATION OF THESE TERMS; (IV) YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY, INCLUDING CLAIMS THAT ANY USER CONTENT INFRINGES OR VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; (V) YOUR BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS; AND (VI) ANY UNAUTHORIZED USE OF YOUR ACCOUNT NOT CAUSED BY SRMS. SRMS RESERVES THE RIGHT, AT YOUR EXPENSE, 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 GIVING RISE TO YOUR INDEMNIFICATION OBLIGATIONS WITHOUT THE PRIOR WRITTEN CONSENT OF SRMS. SRMS WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.
DISCLAIMERS; NO WARRANTIES.
- YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 21, AND SECTIONS 22 AND 23 BELOW, THE TERM SRMS INCLUDES EACH OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS AND SUBCONTRACTORS.
- NO WARRANTIES. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SRMS DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SRMS OR THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
- “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS.” YOU EXPRESSLY AGREE THAT THE USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE, SRMS MATERIALS, USER CONTENT, NON-SRMS CONTENT, AND ANY OTHER THIRD-PARTY MEDIA, CONTENT, SOFTWARE, GOODS, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE,” “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
- WEBSITE OPERATION AND NON-SRMS CONTENT. SRMS DOES NOT WARRANT THAT THE SRMS MATERIALS, USER CONTENT, NON-SRMS CONTENT, SITE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
- SRMS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
- HARM TO YOUR COMPUTER. YOU UNDERSTAND AND AGREE THAT YOUR USING, ACCESSING, DOWNLOADING, OR OTHERWISE OBTAINING INFORMATION, MATERIALS, OR DATA THROUGH THE SITE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE USE OR DOWNLOAD OF, OR OTHER ACCESS TO SUCH MATERIAL OR DATA.
- ANY HEALTH AND WELLNESS CONTENT AND OR INFORMATION IS DESIGNED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY AND DOES NOT AND IS NOT INTENDED AS MEDICAL ADVICE, TO SERVE AS A SUBSTITUTE FOR MEDICAL ADVICE AND DOES NOT CONSTITUTE THE PRACTICE OF MEDICINE. YOUR USE OF THE SITE DOES NOT CREATE A DOCTOR / PATIENT RELATIONSHIP. THE SITE DOES NOT OFFER MEDICAL ADVICE AND NOTHING CONTAINED IN THE CONTENT IS INTENDED TO CONSTITUTE PROFESSIONAL ADVICE FOR MEDICAL DIAGNOSIS OR TREATMENT. USE OF THE SITE DOES NOT REPLACE MEDICAL CONSULTATIONS WITH A QUALIFIED HEALTH OR MEDICAL PROFESSIONAL TO MEET THE HEALTH AND MEDICAL NEEDS OF YOU OR ANY OTHER PARTY. SRMS DISCLAIMS ALL RESPONSIBILITY FOR THE PROFESSIONAL QUALIFICATIONS AND LICENSING OF, AND SERVICES PROVIDED BY, ANY PHYSICIAN OR OTHER HEALTH PROVIDER REFERRED TO ON THE SITE AND/OR ANY THIRD PARTY WEBSITE. NEVER DISREGARD THE MEDICAL ADVICE OF A PHYSICIAN OR HEALTH PROFESSIONAL, OR DELAY IN SEEKING SUCH ADVICE, BECAUSE OF SOMETHING YOU READ ON THE SITE. ALTHOUGH SRMS STRIVES TO ENSURE THAT THE INFORMATION SRMS PROVIDES ON THE SITE IS CORRECT, SRMS CANNOT GUARANTEE THAT IT IS ALWAYS ACCURATE AND UP-TO-DATE. SRMS OFFERS THE SITE AS IS AND WITHOUT ANY WARRANTIES.
LIMITATION OF LIABILITY AND DAMAGES.
- LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SRMS OR ITS THIRD PARTY COLLABORATORS, LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OF, OR THE INABILITY TO USE, THE SRMS MATERIALS AND USER CONTENT ON THE SITE OR ANY REFERENCE SITES, THE SITE ITSELF, OR ANY OTHER INTERACTIONS WITH SRMS, EVEN IF SRMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- LIMITATION OF DAMAGES. IN NO EVENT SHALL SRMS OR ITS THIRD PARTY COLLABORATORS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE LESSOR OF ONE HUNDRED DOLLARS (USD $100) OR ONE-HALF OF THE ANNUAL FEES PAID BY YOU TO SRMS (IF APPLICABLE) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THAT SUCH CLAIM AROSE.
- THIRD PARTY PRODUCTS AND SERVICES. SOME USERS MAY USE THE SITE TO MARKET PRODUCTS AND/OR SERVICES. THE ABOVE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SUCH PRODUCTS OR SERVICES MARKETED, SOLD OR PROVIDED BY USERS, OR OTHERWISE BY THIRD PARTIES OTHER THAN SRMS AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR THIRD PARTY SITES, INCLUDING WITHOUT LIMITATION ANY REFERENCE SITES.
LIMITATIONS BY APPLICABLE LAW; BASIS OF THE BARGAIN.
- LIMITATIONS BY APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
- BASIS OF THE BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT SRMS HAS OFFERED ITS PRODUCTS AND SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SRMS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SRMS. YOU ACKNOWLEDGE AND AGREE THAT SRMS WOULD NOT BE ABLE TO PROVIDE THE SITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
- Digital Millennium Copyright Act Compliance.
- Infringement Claims. If you are a copyright owner or an agent thereof, and believe that any User Content or other Non-SRMS Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail).
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative listing of such works or a link or URL to all such works;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity on the Site and that is to be removed or access to which is to be disabled, including the link or URL for all such material on the Site;
- Information reasonably sufficient to permit SRMS to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. SRMS’ designated Copyright Agent to receive notifications of claimed infringement is:
Sunday Riley Modern Skincare, LLC
4444 Westheimer Rd, Ste G305
Houston, TX 77027
FAILURE TO INCLUDE ALL OF THE ABOVE INFORMATION, ESPECIALLY SPECIFIC INFORMATION ABOUT WHERE INFRINGING CONTENT MAY BE FOUND, WILL RESULT IN A DELAY IN THE PROCESSING OF YOUR DMCA NOTIFICATION AND MAY RESULT IN YOUR HAVING TO REPEAT SOME OR ALL OF THE ABOVE PROCESS.
- Notice and Takedown. If we receive proper notification of claimed copyright infringement, we will respond expeditiously by removing, or disabling access to, the material that is claimed to be infringing, as described below, or to be the subject of infringing activity. We will also comply with the appropriate provisions of the DMCA in the event a counter-notification is received, as described below.
We may, at our discretion, deny access to the Site by, or disable and/or terminate the accounts of, Users who may be infringers.
- Copyright Counter-Notices. If content you posted on the Site was removed for copyright or intellectual property infringement, and you would like to dispute that removal, the process for counter-notifications, which is governed by Section 512(g) of the DMCA, is as follows:
- To file a counter-notification with us, you must provide our Copyright Agent, at the address set forth above, with a written communication that sets forth the items specified below
- Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination, in appropriate circumstances, of the accounts of (or access privileges by) Users who are infringers. Accordingly, if you are not sure whether certain material infringes your copyright or the copyrights of others, we suggest that you first contact an attorney.
- Elements of Counter-Notification. To expedite our ability to process your counter- notification, please use the following format (including section numbers):
- Identify the specific URLs of (or other information sufficient to allow us to identify) material that SRMS has removed or to which SRMS has disabled access.
- Provide your full name, address, telephone number, email address and, if you are a registered User, the User name of your SRMS account.
- Provide a statement that you consent to the jurisdiction of a federal court in which your address is located (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where your service provider is located (if you are not in the U.S.), and that you will accept service of process from the person who provided notification to our Copyright Agent in accordance with the process outlined above or an agent of such person.
- Include the following statement: “I swear, under penalty of perjury, that I have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
- Sign the notice. If you are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to the following address:
Sunday Riley Modern Skincare, LLC
4444 Westheimer Rd, Ste G305
Houston, TX 77027
After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes any of your Identifying Information set forth in the counter-notification. By submitting a counter-notification, you consent to having such Identifying Information revealed in this way. We will not forward the counter-notification to any party other than the original claimant. After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Site. If we receive such notification, we will be unable to restore the items. If we do not receive such notification, we may, but are not obligated to, reinstate the disputed item(s).
- Foreign Counter-Notification: If you reside outside of the United States, please understand that filing a counter-notice may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country and/or the United States of America if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of access privileges for Users who are infringers. So, if you are not sure whether content you posted on the Site is being infringed, or are otherwise unsure of whether to file a counter-notification using these procedures, we strongly recommend you first contact a lawyer knowledgeable in the laws of the United States and the State of New York. If you do wish to file a counter-notice, you should follow the process set forth above under the heading “Elements of Counter-Notification.”
- Disclaimer: WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY.
- SRMS may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the Site. If Notice is by e-mail or mail, it will be provided to the e-mail or regular mailing address provided by you with your account information and it is your responsibility to update such account information for any changes. Notice to you will be deemed given twenty-four hours after an email is sent, unless SRMS is notified that the email address is invalid, and if through postal mail, three days after the date of mailing. You may provide SRMS with notices only by mail to the address indicated in subsection (l) below.
- Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any principles of conflicts of law.
- You agree that any action at law or in equity arising out of or relating to these Terms or the Site shall be filed only in the state or federal courts of the State of Texas and you hereby consent and submit to the personal and exclusive jurisdiction and venue of such courts for the purposes of litigating any such action. You agree that you will not file or participate in a class action against us. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION UNDER THIS AGREEMENT, YOUR USE OF THE SITE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
- YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. If, for any reason, we believe, have reason to believe, suspect or are notified of any act, omission or circumstances which may or could (i) compromise or endanger the health, well-being or safety of any person, (ii) cause or lead to damage to persons or property (tangible or intangible), (iii) adversely affect, infringe upon or misappropriate the rights of others, (iv) harass or interfere with any other user or person, firm or enterprise, (v) interfere with or bypass our security or other protective measures applicable to our systems, networks and communications capabilities, (vi) breach or violate these Terms, or (vii) violate any law or regulation, we have the right, reserving cumulatively all other rights and remedies available to us at law, in equity and under this agreement with you, to report and provide information to any and all regulatory and law enforcement authorities and agencies and take any action permitted by law.
- A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of SRMS to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
- If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
- The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SRMS without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
- No Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and SRMS as a result of these Terms or use of the Site. You further acknowledge that by submitting User Content or other Non-SRMS Content, no confidential, fiduciary, contractually implied or other relationship is created between you and SRMS other than pursuant to these Terms.
- The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
- Entire Agreement. This is the entire agreement between you and SRMS relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, excluding any Services Agreement that you may have entered into with SRMS. These Terms shall not be modified except in writing, signed by both parties, or by a change to these Terms made by SRMS as set forth in Section 3 above. All rights not expressly granted in these Terms are reserved to us.
- The services hereunder are offered by Sunday Riley Modern Skincare, LLC located at:
4444 Westheimer Rd, Ste G305
Houston, TX 77027
Copyright © 2019 Sunday Riley Modern Skincare, LLC. All Rights Reserved.