TERMS & CONDITIONS

TERMS of USE AGREEMENT- United States

Sunday Riley Modern Skincare, LLC

Last Updated: June, 2022

Welcome to the website provided by Sunday Riley Modern Skincare, LLC. Sunday Riley Modern Skincare,LLC(“SRMS,” “our,” “we” or “us”) ownsandoperates www.sundayriley.com, edit.sundayriley.com and its associated websites, subdomains, mobile versions,anyassociated applications, tools, technology, social media accounts, a SMS Program, and otherprograms(collectively, the “Site”), as well as services and products associated with or made available throughthe Site(collectively the “Services”). This Terms of Use Agreement (the “Terms”) governs your use and access tothe Siteand Services and constitutes a legally binding agreement between you, an individual user or asingleentity (collectively or individually “Users”), and SRMS regarding your use of the Site. Together, Usersand SRMSare each referred to herein individually as a “Party” or collectively as the “Parties.” When using theSite, youwill be subject to any additional posted guidelines or rules applicable to specific services andfeatures whichmay be posted from time to time on the Site (the “Guidelines”). All Guidelines are incorporatedby reference intothese Terms. These Terms apply to all users of the Site and our services, including withoutlimitation users whoare browsers, vendors, customers, merchants, and/ or contributors of content.

By registering an account, consenting to our SMS/text messaging service, using theSite, using or purchasing ourServices, or by clicking accept or agree to these Terms when this optionis made available to you, you accept andagree to be bound and are bound by these Terms, SRMS’ PrivacyPolicy, and Notice to CaliforniaResidentsand consent to the collection and use of your data in accordance withSRMS’ PrivacyPolicy and Notice to California Residents. If you do not agree to all of theseTerms, the PrivacyPolicy and Notice to California Residents, please do not use or accessour Site or use our Services.

SRMS reserves the right, at its sole discretion, to change, modify, revise, add or remove portions of theseTermsat any time, without notice and without liability towards you. All changes are effective immediately whenwe postthem. Be sure to check this page periodically for updates, as your continued use ofthe Site is your acceptanceof any changed Terms. SRMS will not be held responsible orliable for the timeliness of or removal ofinformation, failure to store information, inaccuracy of informationor improper delivery of information.

BEFORE USING THE SITE, PLEASE READ THE FOLLOWING TERMS 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 THETERMS, AND ANYFUTURE MODIFICATIONS TO THE TERMS. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASEIMMEDIATELY TERMINATEYOUR USE OF THE SITE.

1. Children.

You must be at least the age of Majority (18 in moststates of the United States; older in some jurisdictions) toregister with us. The Site is not intended forusers under the age of 18, and such users are expressly prohibitedfrom registering for any services suchas contests or surveys, making any purchases, or registering for anyaspect of the Site, and by taking suchactions you agree, represent, warrant, covenant and guarantee that you are18 years of age or older. If youare under 18, please do not attempt to register for our Site or send anyinformation about yourself tous, including your name, address, telephone number, or email address. We do notseek through this Site to gatherpersonal information from or about persons under the age of 18. NOTICE:Visitwww.OnGuardOnline.gov for tips from the Federal Trade Commission on protecting children’s privacy online.

2. Privacy Notice.

Registration data and other personally identifiableinformation will be collected and used by Company consistentwith our Privacy Policy, which is incorporatedherein for all purposes. Please read the Privacy Policy carefullyfor information relating toSRMS’ collection, use and disclosure of your personal information. Our PrivacyPolicyis also located at the bottom of this Site. If you are a California resident,California law may provideyou with additional rights regarding our use of your personal information.To review such rights, see our Noticeto California Residents. By accessing the Site, usingthe Services, or registering for an account, you agree thatwe may collect, process and disclose yourpersonal information in accordance with our Privacy Policy and Noticeto California Residents.

3. Modification of the Terms.

SRMS reserves the right, at ourdiscretion, to change, modify, add, or remove portions of these Terms at any timefor any reason, and we maynotify you of such changes through any of a variety of means, including a change tothe “Last Updated” date setforth above and other reasonable means to be determined at our discretion. Allchanges shall be effectiveimmediately. Please check these Terms periodically for changes. Your continued use ofthe Site after the postingof changes constitutes your binding acceptance of such changes.

4. Site Access, Linking.

SRMS grants you permission to use the SRMS Siteas 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 orotherwise use or exploit any portionof the Site in any medium without SRMS’ prior written authorization; (iii)you do not alter or modify any partof the Site other than as may be reasonably necessary to use the Site for itsintended purposes; (iv) you do notengage in any of the prohibited uses described in the “Links and Third PartySites” below; and(v) you otherwisefully comply with these Terms.

The Site is controlled and offered by SRMS from its facilities in the State of Texas in the United StatesofAmerica. SRMS makes no representations that the Site is appropriate or available for use in other locations.Ifyou are accessing or using the SRMS Site from other jurisdictions, you do so at your risk, and youareresponsible for compliance with local laws.

5. Account Registration and Eligibility.

In order to access some features of the Site, you may have to create an account. When any of the Site contentorfunctions on the Site require you to register with us, or otherwise provide user information, you mustcompletethe registration process by providing us with complete and accurate account information. Eachregistration is fora single user only. Once an account is created, you agree to (a) maintain and promptlyupdate, as necessary, yourinformation, (b) be responsible for the acts or omissions of any third party who hasauthority to access or usethe Site on your behalf, and (c) immediately notify SRMS if you discover or otherwisesuspect any securitybreaches related to the Site. If you provide information that is untrue, inaccurate,not current or incomplete,we may suspend and/or terminate any and all current or future use of theSite.

You may not authorize others to use your account and you may not assign or otherwise transfer your account toanyother person or entity.

If you register, you will be asked to provide a password. As you will be responsible for all activities thatoccurunder your password, you should keep your password confidential. You are solely responsible formaintaining theconfidentiality of your account and password and for restricting access to your computer, andyou agree to acceptresponsibility for all activities that occur under your account or password. If youhave reason to believe thatyour account is no longer secure (for example, in the event of a loss, theft, orunauthorized disclosure or useof your account ID or password), you shall immediately notify SRMS’s CustomerService Team by sending an emailto hello@sundayriley.com.

By providing information and/or answering questions, you also consent to receive electronic communicationsfromSRMS (e.g., via email or by posting notices to the Platform). These communications may include notices andarepart of your relationship with us. You agree that any notices, agreements, disclosures or othercommunicationsthat we send to you electronically will satisfy any legal communication requirements, including,but not limitedto, that such communications be in writing. You should maintain copies of electroniccommunications from the SRMSby printing a paper copy or saving an electronic copy.

By creating an account, you grant to us and to all other persons and entities involved in the operation oftheSite the right to use, store, monitor, retrieve and transmit your account information in connection withtheoperation of the Site and as otherwise provided herein. Our information collection and use policies withrespectto the privacy of your account information are set forth in our Privacy Policy.

Company is not liable. YOU ARE SOLELY LIABLE FOR LOSSES, DAMAGES, LIABILITIES, EXPENSES INCURRED BYYOU, SRMS OROTHERS DUE TO ANY UNAUTHORIZED USE OF YOUR ACCOUNT REGARDLESS OF WHETHER YOU HAVE NOTIFIED USOF SUCHUNAUTHORIZED USE. If you provide any information that is untrue, inaccurate, not current, orincomplete, or SRMShas reasonable grounds to suspect that such information is untrue, inaccurate, notcurrent, or incomplete, SRMShas the right to suspend or terminate your account and refuse anyand all current or future use of the Services(or any portion thereof). You agree not to create an accountor use the Services if you have been previouslyremoved by SRMS, or if you have been previously banned fromuse of the Services.

You may cancel your account with us at any time by following the instructions on the Site. If youvoluntarilyterminate your account or allow your account to lapse, you may reactivate your account at any timethrough theuser account section of the Site. Accounts terminated by us for any type of abuse including, withoutlimitation,a violation of these Terms, may not be reactivated. We reserve the right to immediately terminateyour accountin our sole discretion, and without prior notice to you if, for example, you violate the Terms.Without limitingthe foregoing, if you are a repeat copyright infringer, we will, in appropriate circumstances,permanentlyterminate your account and remove all of your User Content from the Site.

6. Purchases on our Site.

We offer skinand hair products and services for sale on the Site. Please carefully read all pricing termsavailable in theareas of the Site that allow you to make purchases. Your use of the Site includes the ability toenter intoagreements and/or make transactions electronically. You acknowledge that entering into atransactionelectronically (including without limitation all records relating to such transactions) constitutesyouragreement and intent to be bound by and to pay for such agreements and transactions. SRMS is not responsiblefortypographic errors. Some aspects of the Site may require you to pay a fee, the details of which are availableinvarious areas of the Site that feature the ability to purchase products, features or services. You agree topayall fees and applicable taxes incurred by you or anyone using your account. We may revise the pricingforproducts, services or features offered through the Site at any time. Unless otherwise noted, allcurrencyreferences are in U.S. dollars. All fees and charges are payable in accordance with payment terms ineffect atthe time the fee or the charge becomes payable. If there is a dispute regarding payment of fees to, orproductsor services provided by, us, your account may be closed without warning or notice at our solediscretion. EXCEPTAS OTHERWISE SET FORTH IN ANY RETURN POLICY OR CANCELLATION POLICY APPLICABLE TO OUR FEE-BASEDPRODUCTS,SERVICES OR FEATURES, YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES FORFEE-BASEDPRODUCTS, SERVICES OR FEATURES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALLCHARGES TOYOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.

WARNING: THE CONTENTS OF THIS SITE ARE FOR INFORMATIONAL PURPOSESONLY ANDDO NOT CONSTITUTE MEDICAL ADVICE. ALL VIEWS AND OPINIONS EXPRESSED ON PRODUCTS, SERVICES, WEBSITES ANDVARIOUSTOPICS, WILL PURELY BE THE WRITER’S HONEST REVIEW. ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHERQUALIFIEDHEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARDPROFESSIONALMEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THIS SITE.

INDIVIDUAL CUSTOMER EXPERIENCES MAY VARY WITH RESPECT TO BOTH EFFECTIVENESS AND POTENTIAL ADVERSE REACTIONS.WECANNOT PREDICT AND DO NOT GUARANTEE THAT YOU WILL ATTAIN A PARTICULAR RESULT FROM THE INFORMATION PROVIDED ONORTHROUGH THIS SITE, AND YOU ACCEPT AND UNDERSTAND THAT RESULTS DIFFER FOR EACH INDIVIDUAL.

CONTACT YOUR DOCTOR IMMEDIATELY IF YOU SUSPECT THAT YOU HAVE A MEDICAL PROBLEM OR EMERGENCY.

7. Accuracy of Billing.

We reserve the rightto refuse any order you place with us. We may, in our sole discretion, limit or cancelquantities purchased perperson, per household or per order. These restrictions may include orders placed by orunder the same customeraccount, the same credit card, and/or orders that use the same billing and/or shippingaddress. In theevent that we make a change to or cancel an order, we may attempt to notify you by contacting theemailand/or billing address/phone number provided at the time the order was made. We reserve the right to limitorprohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors

8. 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 aslogos, the selection, sequence, “look andfeel” and arrangement of items, and all other elements of the Sitethat are provided by SRMS (“SRMS Materials”)are owned and/or licensed by SRMS and are legally protected,without limitation, under U.S. federal and statelaws and regulations, as well as applicable foreign laws,regulations and treaties, except for the trademarks,service marks and logos of third-parties contained therein(“Third-Party Marks”). SRMS Materials do not includeNon-SRMS Content (as defined below). Except asexpressly authorized by SRMS, you agree not to sell, license,distribute, copy, modify,publicly perform, or display, transmit, publish, edit, adapt, create derivative worksfrom, orotherwise make unauthorized use of the Site or the SRMS Materials. SRMS reserves all rights notexpresslygranted in these Terms. You shall not acquire any right, title, or interest to the SRMS Materials,except forthe limited rights expressly set forth in these Terms.

Apps, Streaming and Other Downloadable Software. If anyofthe SRMS Materials that we make available to you is software capable of being downloaded, streamed, ormadeaccessible via Real Simple Syndication (RSS), then the software and all files, images and data relating tothesoftware 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 byproviding notice toyou. Upon receiving notice of revocation, you must destroy all copies of the software inyour possession and/orresiding on systems under your control. You do not own the software, and we do nottransfer ownership of thesoftware to you. We retain full ownership of and title to the software and allintellectual property rightsrelated to the software. You may not redistribute, sell, decompile, reverseengineer, disassemble, or otherwisereduce the software to a human-perceivable form. Software that is downloadedfrom the Site is subject to UnitedStates export control laws. If you download software from the Site, yourepresent and warrant to us that you arenot acting in violation of those laws.

No License: The logos, trademarks, designs, or information contained in this Site are the property ofSRMS or SRMSis a licensed user of such information and your reproduction, duplication, or otherwise exploitiveuse for anycommercial purpose without the express consent of SRMS is prohibited. Your use of this Site or anyServices doesnot create, and nothing contained in this Site shall be construed as creating or conferring toyou, byimplication, estoppel, or otherwise, a license or any other rights in trademarks, service marks,copyrights orother intellectual property rights or any other rights of SRMS, its Supplier(s), or any thirdparty.

9. User Content.

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 suchUserContent. Your User Content does not reflect the views and opinions of SRMS, its agents and/oraffiliates. SRMSmakes no representations that your User Content will remain available via the Site in any way.We may remove yourUser Content at our sole discretion.

YOU UNDERSTAND THAT ANY USER CONTENT THAT YOU POST FOR VIEWING ON THE SITE IS MADE PUBLICLY AVAILABLE TO USERSOFTHE SITE, AND SRMS DOES NOT GUARANTEE ANY CONFIDENTIALITY WITH RESPECT TO ANY SUCH USER CONTENT, NOR DOESITGUARANTEE THAT YOUR INTELLECTUAL OR PROPRIETARY RIGHTS IN SUCH USER CONTENT WILL NOT BE INFRINGEDORMISAPPROPRIATED.

Your Representations and Warranties Regarding User Content. You are entirely responsible for the content of,andany harm resulting from, your sending of or uploading User Content to or through the Site or tothe SRMS(collectively, a “User Content”). When you create or makeavailable User User Content to the SRMS or the Site,you hereby agree, representand warrant that:

(a)  the creation, distribution, transmission, public display and performance, accessing,downloading and copyingof your User Content does not and will not infringe anyproprietary, confidentiality, copyright, patent,trademark, trade secret rights or other intellectualproperty rights (collectively “IP Rights”) of any thirdparty;

(b)  you are the owner or license holder, or have the authority and legal right to usethe User content;

(c)  your User Content does not contain any viruses, worms, Trojan horses, maliciouscode or other harmful ordestructive content;

(d)  your User Content will not be obscene, lewd, lascivious, filthy, violent,harassing or otherwiseobjectionable, libelous or slanderous, does not advocate the overthrow of the governmentof the United States,does not incite, encourage or threaten physical harm against another, does not violate anyapplicable law,regulation, or rule, and does not violate the privacy or publicity rights of anythird party;

(e)  your User Content does not contain material that solicits personal informationfrom anyone under 18 orexploit people under the age of 18 in a sexual or violent manner, and does not violateany federal or state lawconcerning child pornography, child privacy, or otherwise intended to protect thehealth or wellbeing of minors;

(f)  if your employer has rights to intellectual property you create, you have either (i)received permission fromyour employer to make available the User Content, or (ii) secured from youremployer a waiver as to all rights inor to the User content;

(g)  your User Content does not violate any state or federal law designed to regulateelectronic advertising;

(h)  your User Content does not amount to trolling, or the making of controversialstatements for the purpose ofgenerating responses by others;

(i)  your User Content does not constitute, contain, install or attempt to install orpromote spyware, malware orother computer code, whether on SRMS’s or others computers orequipment, designed to enable you or others togather information about or monitor the online or otheractivities of another party;

(j)  your User Content does not inundate the Site with communications or othertraffic suggesting no seriousintent to use the Site or its Services;

(k)  your User Content does not otherwise violate, or link to material that violates,any provision of thisagreement;

(l)  your User Content does not contain pictures, data, audio or visual files, or anyother content that isexcessive in size, as determined by SRMS in its sole discretion;

(m)  use by SRMS of your User Content will not violate any IP rights of anythird person;

(n)  if you learn that the User Content provided by you to SRMS, or any portionthereof, are in violation of anyIP Rights of any third-person you will immediatelynotify SRMS and take such action as is necessary to modify theUser Content to cure anyviolation;

(o) you agree to and shall assume all liability for all royalties, licenses, patent fees,and any other chargesmade in connection with any photographs, videos, information or content contained inyour User content;

(p) if your User Content contains any pictures, videos or comments regarding anyoneunder the age of 18 years ofage you represent and warrant that you are that person’s parent or legal guardianand that you have all legalpermissions to post such User Content and that you hereby irrevocablyconsent to the use by SRMS of each of yourchild’s name, likeness and voice contained in the UserContent in photographs, social media posts, videorecordings, electronic images or in any other medium orin any form for any lawful purpose, including withoutlimitation, trade, exhibition, illustration, promotion,publicity, advertising and electronic publication in anymedia, throughout the world in perpetuity, includingbut not limited to, on the world wide web, without paymentor any other consideration to you or anyone elseincluding your child;

(q) you hereby irrevocably consent to the use by SRMS of your name, likeness andvoice contained in the UserContent in photographs, social media posts, video recordings, electronicimages or in any other medium or in anyform for any lawful purpose, including without limitation, trade,exhibition, illustration, promotion, publicity,advertising and electronic publication in any media, throughoutthe world in perpetuity, including but notlimited to, on the world wide web, without payment or any otherconsideration to you or anyone else; and

(R) YOU HEREBY IRREVOCABLY WAIVE, HOLD HARMLESS, RELEASE AND FOREVER DISCHARGE SRMS, ITSOFFICERS, DIRECTORS,MEMBERS, EMPLOYEES (AND ALL PERSONS ACTING UNDER ITS PERMISSION OR AUTHORITY) TO THEFULLEST EXTENT PERMITTED BYLAW FROM ANY AND ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION WHICH YOU, YOUR HEIRS,REPRESENTATIVES, EXECUTORS,ADMINISTRATORS, OR ANY OTHER PERSONS ACTING ON YOUR BEHALF, YOUR CHILD’S BEHALF,YOUR FAMILY’S BEHALF OR ONBEHALF OF YOUR ESTATE HAVE OR MAY HAVE BY REASON OF ANY USERCONTENT PROVIDED BY YOU TO THE SRMS INCLUDING BUTNOT LIMITED TO CLAIMS BASED UPON INVASIONOF PRIVACY, LIBEL, SLANDER, COPYRIGHT INFRINGEMENT, RIGHT OF PUBLICITY,DEFAMATION, FALSE ENDORSEMENT, OR CLAIMOF VISUAL OR AUDIO ALTERATION OR FAULTY MECHANICAL REPRODUCTION. THISRELEASE ALSO INCLUDES WITHOUT LIMITATIONANY CLAIMS RELATED TO BLURRING, DISTORTION, ALTERATION, OPTICALILLUSION, DIGITAL ALTERATION, USE IN THECOMPOSITE FORM, WHETHER INTENTIONAL OR OTHERWISE, OR USE OF A FICTITIOUSNAME, THAT MAY OCCUR OR BE PRODUCED INTHE PROCESSING OR PUBLICATION OF THE USER CONTENT.

Grant of User Content Rights. By submitting User ContenttoSRMS, you hereby grant SRMS a worldwide, non-exclusive, fully paid-up, royalty-free, transferable license,withthe right to grant and authorize sublicenses, to use, reproduce, distribute, modify, adapt, translate,preparederivative works of, display, perform, and otherwise exploit your User Content in connection with theSite andSRMS’ (and its successor’s, transferees’, sub-licensees’ and their respective affiliates’) business,includingwithout limitation for promoting and redistributing part or all of the Site (and derivative worksthereof) inany media formats and through any media channels or through merchandising. You grant SRMS,transferees andsub-licensees (and their respective affiliates) the right to use the name that you submit inconnection withsuch User Content if they choose. You also agree to irrevocably waive (and cause to be waived)any claims andassertions of moral rights or attribution with respect to your User Content. You also hereby grantto each Userof 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 UserContent aspermitted by the functionality of the Site and these Terms. The abovelicensesgranted by you in User Content you submit to the Site shall be perpetual and irrevocable, exceptthat withrespect to any User Content that you have removed or deleted while maintaining your Site useraccount, orany User Content following any deactivation or deletion of your Site user account, you mayspecificallynotify SRMS regarding the termination of the foregoing license from you to SRMS, specificallyidentifyingthe item(s) of User Content to which such termination applies, in which case the foregoinglicense willterminate within a commercially reasonable time after you provide such notice toSRMS. You understandand agree, however, that even following such termination, SRMS may retain, butnot display or perform, servercopies of such User Content. Notwithstanding anything to the contrary herein, theabove licenses granted by youin user comments you submit are perpetual and irrevocable.

Prohibited Uses of User Content. Except asotherwisepermitted by these Terms, in connection with your User Content, you further agree that you will notpublish,post, submit, transmit through or otherwise make available to the Site: (i)any falsehoods ormisrepresentationsthat could damage SRMS or any third party; (ii) 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, creates a risk of harm, loss,physical ormental injury, emotional distress, death, disability, disfigurement, or physical or mental illness toyourself,to any other person, or to any animal or which encourages conduct that would be considered a criminaloffense,give rise to civil liability, violate any law or any right of privacy or publicity, or isotherwiseinappropriate; (iii) advertisements or solicitations of business, products, or services; or (iv) anymaterialthat would be harmful to minors in any manner.

No Responsibility for User Content. With the exceptionofthe limited license granted above, we do not obtain or control any rights in, and do not exert editorialcontrolover, User Content. Nothing herein obligates us to verify, and we have not necessarily verified,therepresentations and warranties made by Users with respect to such User Content.

Exposure to Non-SRMS Content Disclaimer. Youunderstand thatwhen using the Site you will be exposed to User Content, advertising and other thirdparty content (together, the“Non-SRMS Content”) from a variety of sources and that you may be exposed toNon-SRMS Content that is inaccurate,offensive, indecent, or otherwise objectionable. SRMS does not endorse anyNon-SRMS Content or any opinion,recommendation, or advice expressed therein. Under no circumstanceswill SRMS be liable in any way for or inconnection with the Non-SRMS Content, including, but not limited to,for any inaccuracies, errors or omissions inany Non-SRMS Content, any intellectual property infringement ormisappropriation with regard to any Non-SRMSContent, or for any loss or damage of any kind incurred as a resultof the use of any Non- SRMS Content posted,emailed or otherwise displayed or transmitted through theSite.

Non-Monitoring of Users and Non-SRMS Content. Youunderstandthat you, and not SRMS, are entirely responsible for all User Content that you upload, post, e-mail,transmit orotherwise make available through the Site. SRMS does not control Non-SRMS Content posted by Users orotherwisemade available by other persons or entities and does not have any obligation to monitor such Non-SRMSContent forany purpose. If at any time SRMS chooses, in its sole discretion to monitor the Non-SRMS Content,SRMSnonetheless assumes no responsibility for the Non-SRMS Content, no obligation to modify or removeanyinappropriate Non-SRMS Content, no obligation to continue to monitor the Non-SRMS Content andnoresponsibility for the conduct of the User or other person or entity submitting any such Non-SRMS Content.Youagree that you must evaluate, and bear all risks associated with the use of any User Content or otherNon-SRMSContent, including reliance on the accuracy, completeness, usefulness,non-infringement or legality of such UserContent or other Non-SRMS Content.

Removal of Non-SRMS Content. SRMS and its designeesshallhave the right (but not the obligation) in their sole discretion to refuse to post or remove anyNon-SRMSContent that is available on the Site in whole or in part at any time for any reason or no reason,withor without notice and with no liability of any kind.

10. Prohibited Uses of the Site.

As a condition of your use of the Site, you hereby represent, warrant, and agree that you will not:

(a)  use the Services or the Site for any criminal or tortious activity, including childpornography, fraud,trafficking in obscene material, harassment, spamming, copyright infringement, unfaircompetition, trademark orservice mark infringement, patent infringement, or theft of trade secrets;

(b)  defraud Users of the Site, or collect, or attempt to collect, personal information aboutUsers or thirdparties without their consent.

(c)  transmit chain letters or junk email to other users or advertise to, or solicit anyuser to buy any of yourproducts or services;

(d)  use any information obtained from the Site in order to contact, advertise to, solicit, orsell to any user;

(e)  engage in any automated use of the system, such as using scripts to add friends or sendcomments or messages;

(f)  interfere with, disrupt, or create an undue burden on the Site or the networks or servicesconnected to theSite;

(g)  attempt to impersonate another user or person;

(h)  use the username of another user;

(i)  sell or otherwise transfer your profile or account;

(j) use any information obtained from the Site in order to harass, abuse, or harmanother person;

(k)  scan, scrape, harvest, hack, monitor or copy from the Site, any information, including butnot limited, tosales, Site usage, Site layouts, promotion information, partner information, pricinginformation, codes, orsimilar data for any competitive purposes;

(l)  register an account and use the Services to learn how the Site works that results inyou obtaininginformation that you can use to compete against SRMS or to obtaincompetitive knowledge;

(m)  use the Services or the Site for any purpose that is unlawful or prohibited by these Termsor by law, or thatcauses damage to SRMS on or through this Site;

(n) remove any copyright, trademark or other proprietary notices from any portion ofthe Site;

(o)  reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell,resell, transfer,publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Siteor Services exceptas expressly permitted by SRMS;

(p)  reverse engineer, decompile, disassemble or otherwise attempt to discover thesource code of the Site or anypart thereof, nor attempt to do so, except and only to the extent that suchactivity is expressly permitted byapplicable law notwithstanding this limitation.

(q)  link to, mirror or frame any portion of the Site;

(r)  have any of your communications with or through this Site, including without limitationany usernames orpasswords you establish, infringe upon the rights of any third party or contain defamatory,libelous, abusive orobscene material, or violate any applicable local, state, national, international lawor regulation;

(s)  attempt to gain unauthorized access to or impair any aspect of the Site, Services, ortheir related systemsor networks;

(t)  collect any content from the Site, including without limitation, collecting, copying, oraggregating codes,promotions, and information relating to affiliates, and providing such content to thirdparties in a manner thatmay divert traffic or sales from the Site without SRMS’s expresswritten permission;

(u)  interfere with or attempt to interfere with the proper operation of any securitymeasure used by the Site;

(v)  use any of the Site in a way that depletes web infrastructural resources, slows thetransferring of loadingof any web page, or interferes with the normal operation of them;

(w)  submit any content that is purposely inaccurate, fraudulent, or falsifies information inconnection with youraccount or to create multiple accounts;

(x)  use the Site or any of its contents to advertise or solicit, for any commercial,political, or religiouspurpose or to compete, directly or indirectly, with SRMS;

(y) affect/interrupt or to attempt to affect/interrupt the operation of this Site inany manner;

(z)  otherwise violate the terms of this Agreement

(aa) use of any of the SRMS Materials and Site other than for your personal use is strictlyprohibited. You agreenot to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portionof the Site, use ofthe Site, access to the Site, or Non-SRMS Content obtained through the Site, for any purposeother than for yourpersonal use.

(bb) create derivative works of the Site content, including, without limitation, montages, mash-ups andsimilarvideos, wallpaper, desktop themes, greeting cards or merchandise, unless permitted under these Terms orwith theprior written authorization of SRMS and any applicable licensors.

(cc) use the Site if you do not meet the age eligibility requirements described inSection 3 above.

(dd) intentionally interfere with or damage, impair or disable the operation of the Siteor any User’s enjoymentof it by any means, including but not limited to uploading or otherwise disseminatingviruses, worms, spyware,adware, or other malicious code, or placing a disproportionate load on the Sitewith the intended result ofdenying service to other Users.

(ee) 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, orfeatures that enforcelimitations on the use of the Site.

(ff) attempt to gain unauthorized access to the Site or any part of it, including gainingaccess or attempting togain access to another user’s account, computer systems or networks connected to theSite or any part of it,through hacking, password mining or any other means or interfere or attempt tointerfere with the proper workingof the Site or any activities conducted through the Site.

(gg) obtain or attempt to obtain any materials or information through any means notintentionally made availablethrough the Site. You agree neither to modify the Site in any manner or form (otherthan contributing UserContent as enabled by the Site’s functionality and in accordance with these Terms),nor to use modified versionsof the Site, including (without limitation) for the purpose of obtainingunauthorized access to the Site or forthe removal of any proprietary notices or labels on the Site.

(hh) use any robot, spider, scraper, or other automated means to access the Site for anypurpose without ourexpress prior written permission or bypass our robot exclusion headers or other measures wemay use to prevent orrestrict access to the Site.

(ii) utilize framing techniques to enclose any trademark, logo or other SRMS Materials withoutour express priorwritten consent. You agree not to use any Meta tags or any other “hidden text” utilizing SRMS’name or trademarkswithout SRMS’ express prior written consent.

(jj) use any SRMS logos, graphics, or trademarks as part of the link without our express priorwritten consent.You agree not to sell, rent, lease, distribute, broadcast, sublicense or otherwise assignany right to the Siteto any third party.

(kk) make unsolicited offers, advertisements, proposals, or send junk mail or spam to otherusers of the Site orto insert your own or a third party’s advertising, branding or other promotional content onthe Site. Thisincludes, but is not limited to, unsolicited advertising, promotional materials or othersolicitation material,bulk mailing of commercial advertising, chain mail, informational announcements,charity requests, and petitionsfor signatures.

(ll) use the Site in any manner that could interrupt, damage, disable, overburden orimpair the Site, or interferewith any other party’s use and enjoyment of the Site, including, withoutlimitation, sending mass unsolicitedmessages or “flooding” servers.

(mm) post, transmit or otherwise disseminate through the Site any User Content that, as wedetermine in our solediscretion: (i) is unlawful, harmful, harassing, fraudulent, threatening, abusive,libelous, defamatory, vulgar,obscene, hateful, or racially, ethnically or otherwise objectionable, or infringesour or any third party’sintellectual property or other rights, (ii) is derogatory or harmful to our reputation,the reputation of ourlicensors, or any of our or their respective officers, members, employees,representatives, licensors and/orsuppliers, in any way; (iii) may incite violence or other unlawful activity;or (iv) is harmful to children inany manner.

(nn) modify, adapt, translate, or create derivative works based upon the Site or any partthereof, except and onlyto the extent that such activity is expressly permitted by applicable lawnotwithstanding this limitation.

(oo) impersonate another person or entity, or falsely state or otherwise misrepresent youraffiliation with aperson or entity.

(pp) use the Site to “stalk” or otherwise harass or harm another in any way. You agree notto provide professionaladvice or post, upload, transmit, send or otherwise make available on or throughthe Site any User Contentintended to provide professional advice about medical, health, legal, tax, financial,or investment issues, or tosolicit, recommend, or endorse any securities or financial instruments, orsuggest that a particular transactionor investment strategy is suitable for you or anyspecific person;

(qq) discuss the mechanics of sweepstakes, contests, auctions, flash sales or similarpromotions available on orthrough the Service, or attempt to manipulate, corrupt or otherwise affect theoutcome of, any such promotions,or post, upload, transmit, send, or otherwise make available on or throughthe Site any User Content that may oris intended to enable, authorize, instruct, encourage, assist, suggest,inform, or promote activities that maysubvert or not comply with the rules, restrictions, and/orlimitations applicable to such promotions;

Unauthorized or prohibited use of the Site or the SRMS Materials may subject you to civil liability,criminalprosecution, or both under federal, state and local laws.

11. Third-Party Social Media Sites.

In certain sections of the Site, you may also be able to post your comments on Twitter, Facebook,YouTube,Pinterest, Instagram, Tiktok or LinkedIn. For example, your friends and others who have access toviewinformation about you on these social media sites will be able to see (on Twitter, Facebook,YouTube,Pinterest, Instagram, Tiktok or LinkedIn and on our Site) that you posted a comment. You will alsobeable to see similar information about your Twitter, Facebook, YouTube, Pinterest, Instagram, Tiktok orLinkedInfriends who are connected to our Site. In addition, our Site may personalize and otherwise enhanceyourexperience based on your social media accounts, such as your basic information, likes and interests.Pleasepay careful attention to the privacy settings in Twitter, Facebook, YouTube, Pinterest, Instagram, TiktokorLinkedIn which will impact this feature and may give you some control over the information that is sharedandwho it is shared with.

BY CONNECTING YOUR SITE ACCOUNT TO YOUR TWITTER, FACEBOOK, YOUTUBE, PINTEREST, INSTAGRAM, TIKTOK ORLINKEDINACCOUNT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO THE CONTINUOUS RELEASE OF INFORMATIONABOUT YOU TOOTHERS, INCLUDING TO TWITTER, FACEBOOK, YOUTUBE, PINTEREST, INSTAGRAM, TIKTOK OR LINKEDIN (INACCORDANCE WITHYOUR PRIVACY SETTINGS ON THESE SOCIAL MEDIA WEBSITES AND YOUR ACCOUNT SETTINGS ON OUR SITE). IFYOU DO NOT WANTINFORMATION ABOUT YOU TO BE SHARED IN THIS MANNER, DO NOT USE THE TWITTER, FACEBOOK,YOUTUBE,PINTEREST, INSTAGRAM, TIKTOK OR LINKEDIN FEATURES.

12. Your Dealings with Third-Party Advertisersand other Users.

Your correspondence or business dealings with, or participation in promotions of, advertisers and otherUsersfound on or through the Site are solely between you and such advertiser or User. YOU AGREE THAT SRMS WILLNOT BERESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY SUCH DEALINGS ORASTHE RESULT OF THE PRESENCE OF SUCH ADVERTISERS OR USERS ON THE SITE.

13. Links and Third-Party Websites.

(a) Linking to Our Site. Youagree that if you include alink from any other website to our Site, such link shall open in a newbrowser window and shall link to the fullversion of an HTML formatted page of the Site. You are not permittedto link directly to any image hosted on theSite, such as using an “in-line” linking method to cause theimage hosted on the Site to be displayed on anotherwebsite. You agree not to download or use images hosted onthe Site on another website, for any purpose,including, without limitation, posting such images on anotherwebsite. You agree not to link from any otherwebsite in any manner such that the Site, or any page of the Site,is “framed, “surrounded or obfuscated by anythird party content, materials or branding. Wereserve all of our rights under the law to insist that any link tothe Site be discontinued, and torevoke your right to link to the Site from any other website at any time.

(b) Reference Sites. SRMS, Users andother third parties mayprovide links on the Site to other sites, including the content therein (“ReferenceSites”). SRMS has no controlover such Reference Sites or their content, and therefore makes no claimor representation regarding, andexpressly disclaims responsibility for, the accuracy, quality, legality,nature, availability, or reliability ofReference Sites or other content linked to by the Site. SRMS provideslinks to you only as a convenience, and theinclusion of any link on the Site does not imply ouraffiliation, endorsement, or adoption of the linkedReference Site or other content or any information therein.If you choose to correspond or engage in transactionswith any other person, organization or businessfound on or through the Site, you acknowledge and agree that weare not a party to, and will not be responsiblefor, your interaction with such person, organization or business,including its treatment of yourinformation, your User Content, and/or the terms and conditions applicable to anytransaction between youand such third party. You agree that we have no responsibility or liability for any lossor damage of any kindthat you may suffer as the result of any such interaction or the presence of suchperson,organizations or businesses on the Site. ACCESS AND USE OF REFERENCE SITES, INCLUDING THEINFORMATION, CONTENT,MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES,IS SOLELY AT YOUR OWNRISK. SRMS may earn a portion of sales from products that are purchased through our Siteas part of our affiliatepartnerships with Reference Sites. Our terms and policies do not governyour use of any site other than the Site.You should review applicable terms and policies, including theprivacy and data gathering practices, of anyReference Sites.

14. Purchases on Third Party Websites.

In addition topurchases on the Site, the Site may permit you to make purchases of products or services throughthird partywebsites. The terms associated with your transactions for these services and/or products are subjectto theterms and conditions and privacy policies of the third-party websites. If you have problems orquestionsregarding a transaction with a third-party website, please contactthe third-party website directly.

15. No Guarantee of Service Availability.

SRMS maymake changes to or discontinue any of the media, web communities, products, or services available on theSite atany time, and without notice. The media, products, or services on the Site may be out of date, andSRMSmakes no commitment to update these materials on the Site.

16. Service Testing.

From time to time, we test variousaspects of the Site, including the user interfaces, service levels, plans,promotions, features, availability ofSRMS Materials, and pricing, and we reserve the right to include you in orexclude you from thesetests without notice.

17. User Feedback.

You agree that with respect toany ideas, 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 HEREBYGRANTS TOSRMS 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 DERIVATIVETHEREOF IN ANYEMBODIMENT, MANNER OR MEDIA NOW KNOWN OR HEREAFTER DEVISED WITHOUT ANY REMUNERATION, COMPENSATIONOR CREDITTO USER. User represents and warrants that User has the right to make the foregoing grant to SRMS andthat anyFeedback which is provided by User to SRMS does not infringe any third-party intellectual property oranyother rights. Notwithstanding the foregoing, SRMS grants to you a non-exclusive,non-transferable,non-sublicensable, world-wide, perpetual and irrevocable license to use theFeedback for your own personal,non-commercial purposes that do not compete, directly or indirectly, withour use of such Feedback.

Moreover, we do not want and cannot accept any Feedback that you consider to be confidential or proprietarytoyou. If you send us or provide us any Feedback you will be agreeing and warranting, and SRMS will considertheFeedback to be, non-confidential and non-proprietary and that SRMS may use such Feedback or not, as itchoosesin its sole discretion. SRMS shall have no obligations to you concerning the Feedback, contractual orotherwise(including, but not limited to, an obligation to keep the Feedback confidential), and shall not beliable forany use or disclosure of any Feedback.

18. Terms and Conditions Violations; Termination.

Youagree that SRMS, in its sole discretion, may terminate any account (or any part thereof) you may havethroughthe Site or your use of the Site, and remove and discard all or any part of your account or anyUserContent. You agree that your access to the Site or any account you may have or portion thereof maybeterminated without prior notice, and you agree that SRMS shall not be liable to you or any third-party foranysuch termination. SRMS reserves the right to modify, suspend or discontinue the Site and/or access toit at anytime and without notice to you, and SRMS will not be liable to you should it exercise such rights,even if youruse of the Site is impacted by the change. These remedies are in addition to any otherremedies SRMS may have atlaw or in equity.

19. INDEMNIFICATION; HOLD HARMLESS.

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SRMS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS ANDREPRESENTATIVESFROM ANY AND ALL CLAIMS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES(INCLUDINGATTORNEY’S FEES) ARISING OUT OF (I) YOUR USE OR MISUSE OF THE SITE; (II) YOUR USER CONTENT, INCLUDINGSRMS’SUSE, DISPLAY OR OTHER EXERCISE OF ITS LICENSE RIGHTS GRANTED HEREIN WITH RESPECT TO YOUR USERCONTENT;(III) YOUR VIOLATION OF THESE TERMS; (IV) YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON ORENTITY, INCLUDINGCLAIMS THAT ANY USER CONTENT INFRINGES OR VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTYRIGHTS; (V) YOUR BREACHOF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS; AND (VI) ANYUNAUTHORIZED USE OF YOUR ACCOUNT.

SRMS RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICHYOUARE REQUIRED TO INDEMNIFY US AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOTTOSETTLE ANY MATTER GIVING RISE TO YOUR INDEMNIFICATION OBLIGATIONS WITHOUT THE PRIOR WRITTEN CONSENT OFSRMS.SRMS WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMINGAWAREOF IT.

20. DISCLAIMERS; NO WARRANTIES.

YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 20, AND SECTIONS 21 AND 22 BELOW, THE TERM SRMSINCLUDESEACH OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS ANDSUBCONTRACTORS.

NO WARRANTIES. TO THE FULLEST EXTENT PERMISSIBLE PURSUANTTOAPPLICABLE LAW, SRMS DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOTLIMITED TO,IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ANDNON-INFRINGEMENT OFPROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROMSRMS OR THROUGH THESITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

“AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS.”YOUEXPRESSLY AGREE THAT THE USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE, SRMS MATERIALS, USER CONTENT,NON-SRMSCONTENT, AND ANY OTHER THIRD-PARTY MEDIA, CONTENT, SOFTWARE, GOODS, SERVICES OR APPLICATIONS MADEAVAILABLEIN CONJUNCTION WITH OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE,” “WITH ALLFAULTS” BASISAND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

SITE OPERATION AND NON-SRMS CONTENT. SRMS DOES NOTWARRANTTHAT THE SRMS MATERIALS, USER CONTENT, NON-SRMS CONTENT, SITE, OR ANY OTHER INFORMATION OFFERED ON ORTHROUGHTHE SITE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHERHARMFULCOMPONENTS 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 ORANYREFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

HARM TO YOUR COMPUTER. YOU UNDERSTAND AND AGREE THATYOURUSING, ACCESSING, DOWNLOADING, OR OTHERWISE OBTAINING INFORMATION, MATERIALS, OR DATA THROUGH THESITE(INCLUDING RSS FEEDS) OR ANY REFERENCE SITES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BESOLELYRESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTSFROMTHE USE OR DOWNLOAD OF, OR OTHER ACCESS TO SUCH MATERIAL OR DATA.

HEALTH CONTENT. YOU UNDERSTAND AND AGREE THAT ANYHEALTH ANDWELLNESS CONTENT AND OR INFORMATION IS DESIGNED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY ANDDOES NOT ANDIS NOT INTENDED AS MEDICAL ADVICE, TO SERVE AS A SUBSTITUTE FOR MEDICAL ADVICE AND DOES NOTCONSTITUTE THEPRACTICE OF MEDICINE. YOUR USE OF THE SITE DOES NOT CREATE A DOCTOR / PATIENT RELATIONSHIP. THESITE DOES NOTOFFER MEDICAL ADVICE AND NOTHING CONTAINED IN THE CONTENT IS INTENDED TO CONSTITUTE PROFESSIONALADVICE FORMEDICAL DIAGNOSIS OR TREATMENT. USE OF THE SITE DOES NOT REPLACE MEDICAL CONSULTATIONS WITH AQUALIFIED HEALTH ORMEDICAL PROFESSIONAL TO MEET THE HEALTH AND MEDICAL NEEDS OF YOU OR ANY OTHER PARTY. SRMSDISCLAIMS ALLRESPONSIBILITY FOR THE PROFESSIONAL QUALIFICATIONS AND LICENSING OF, AND SERVICES PROVIDED BY, ANYPHYSICIAN OROTHER HEALTH PROVIDER REFERRED TO ON THE SITE AND/OR ANY THIRD-PARTY WEBSITE. NEVERDISREGARD THE MEDICAL ADVICEOF A PHYSICIAN OR HEALTH PROFESSIONAL, OR DELAY IN SEEKING SUCH ADVICE, BECAUSE OFSOMETHING YOU READ ON THESITE. ALTHOUGH SRMS STRIVES TO ENSURE THAT THE INFORMATION SRMS PROVIDES ON THE SITEIS CORRECT, SRMS CANNOTGUARANTEE THAT IT IS ALWAYS ACCURATE AND UP-TO-DATE. SRMS OFFERS THE SITE ASIS ANDWITHOUT ANY WARRANTIES.

21. LIMITATION OF LIABILITY AND DAMAGES.

LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITEDTO,NEGLIGENCE, SHALL SRMS OR ITS THIRD PARTY COLLABORATORS, LICENSORS OR SUPPLIERS, BE LIABLE FOR PERSONALINJURYOR ANY SPECIAL, INDIRECT, INCIDENTAL,CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUTLIMITATION,LOSS OF PROFITS, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSS, DATA OR USE OR COSTOFCOVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OF, OR THE INABILITY TO USE,THESRMS MATERIALS AND USER CONTENT ON THE SITE OR ANY REFERENCE SITES, THE SITE ITSELF, OR ANY OTHERINTERACTIONSWITH SRMS, EVEN IF SRMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATION OF DAMAGES. IN NO EVENT SHALL SRMS OR ITSTHIRDPARTY COLLABORATORS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSESOFACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT(INCLUDINGNEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE LESSOR OF ONE HUNDRED DOLLARS (USD $100) OR ONE-HALFOF THEANNUAL FEES PAID BY YOU TO SRMS (IF APPLICABLE) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THEDATE THATSUCH CLAIM AROSE.

THIRD PARTY PRODUCTS AND SERVICES. SOME USERS MAY USETHESITE TO MARKET PRODUCTS AND/OR SERVICES. THE ABOVE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGESINCURREDBY REASON OF ANY SUCH PRODUCTS OR SERVICES MARKETED, SOLD OR PROVIDED BY USERS, OR OTHERWISE BYTHIRD PARTIESOTHER THAN SRMS AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITEOR THIRD-PARTY SITES, INCLUDING WITHOUTLIMITATION ANY REFERENCE SITES.

22. LIMITATIONS BY APPLICABLE LAW; BASIS OF THE BARGAIN.

LIMITATIONS BY APPLICABLE LAW. CERTAIN JURISDICTIONS DONOTALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE INSUCHA JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU,ANDYOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINEDINTHESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWSOFTHE JURISDICTION IN WHICH YOU ARE LOCATED.

BASIS OF THE BARGAIN. YOU ACKNOWLEDGE AND AGREE THATSRMSHAS OFFERED ITS PRODUCTS AND SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERSANDTHE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OFLIABILITYSET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SRMS, AND THAT THEWARRANTYDISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OFTHEBARGAIN BETWEEN YOUAND SRMS. YOU ACKNOWLEDGE AND AGREE THAT SRMS WOULD NOT BE ABLE TO PROVIDE THE SITE TO YOUON AN ECONOMICALLYREASONABLE BASIS WITHOUT THESE LIMITATIONS.

23. Digital Millennium Copyright Act Compliance.

Infringement Claims. If you are a copyright owner or an agent thereof and believe that any User Contentor otherNon-SRMS Content infringes upon your copyrights, you may submit a notification pursuant to the DigitalMillenniumCopyright Act (“DMCA”) by providing our Copyright Agent with the following information inwriting (see 17 U.S.C.512(c)(3) for further detail).

a) A physical or electronic signature of a person authorized to act on behalf ofthe owner of an exclusive rightthat isallegedly infringed;

b) Identification of the copyrighted work claimed to have been infringed, or, if multiplecopyrighted works arecovered by a single notification, a representative listing of such works or a link or URLto all such works;

c) Identification of the material that is claimed to be infringing or to be the subject ofinfringing activity onthe Site and that is to be removed or access to which is to be disabled, including thelink or URL for all suchmaterial on the Site;

d) Information reasonably sufficient to permit SRMS to contact the complaining party, such asan address,telephone number, and, if available, an electronic mail address at which the complaining party maybe contacted;

e) A statement that the complaining party has a good-faith belief that use of the material inthe mannercomplained of is not authorized by the copyright owner, its agent, or the law; and

f) A statement that the information in the notification is accurate, and under penalty ofperjury, that thecomplaining party is authorized to act on behalf of the owner of an exclusive right that isallegedly infringed.SRMS’ designated Copyright Agent to receive notifications of claimed infringementis: 

Sunday Riley Modern Skincare, LLC

Attn:

4444 Westheimer Rd, Ste G305

Houston, TX 77027

FAILURE TO INCLUDE ALL OF THE ABOVE INFORMATION, ESPECIALLY SPECIFIC INFORMATION ABOUT WHERE THEALLEGEDLYINFRINGING CONTENT MAY BE FOUND, WILL RESULT IN A DELAY IN THE PROCESSING OF YOUR DMCANOTIFICATION AND MAYRESULT IN YOUR HAVING TO REPEAT SOME OR ALL OF THE ABOVE PROCESS.

Notice and Takedown. If we receive proper notificationofclaimed copyright infringement, we will respond expeditiously by removing, or disabling access to, thematerialthat is claimed to be infringing, as described below, or to be the subject of infringing activity. Wewillalso comply with the appropriate provisions of the DMCA in the event a counter-notification is received,asdescribed below.

Infringers. We may, at our discretion, deny access totheSite by, or disable and/or terminate the accounts of, Users who may be infringers.

Copyright Counter-Notices. If content you posted on theSitewas removed for copyright or intellectual property infringement, and you would like to dispute thatremoval, theprocess for counter-notifications, which is governed by Section 512(g) of the DMCA, is asfollows:

a) To file a counter-notification with us, you must provide our Copyright Agent, at the addressset forth above,with a written communication that sets forth the items specified below.

b) Please note that under Section 512(f) of the DMCA, any person who knowingly materiallymisrepresents thatmaterial or activity was removed or disabled by mistake or misidentification may be subjectto liability. Pleasealso be advised that we enforce a policy that provides that we may at ourdiscretion, deny access to the Site by,or disable and/or terminate the accounts of Users who areinfringers. Accordingly, if you are not sure whethercertain material infringes your copyright or thecopyrights of others, we suggest that you first contact anattorney.

Elements of Counter-Notification. To expedite our abilitytoprocess your counter- notification, please use the following format (including section numbers):

a) Identify the specific URLs of (or other information sufficient to allow us to identify)material that SRMS hasremoved or to which SRMS has disabled access.

b) Provide your full name, address, telephone number, email address and, if you are aregistered User, theUsername of your SRMS account.

c) Provide a statement that you consent to the jurisdiction of a federal court in which youraddress is located(if you are in the U.S.), or your consent to the jurisdiction of a federal court in thedistrict where yourservice provider is located (if you are not in the U.S.), and that you will acceptservice of process from theperson who provided notification to our Copyright Agent in accordance with theprocess outlined above or an agentof such person.

d) Include the following statement: “I swear, under penalty of perjury, that I have agood-faith belief that thematerial was removed or disabled as a result of a mistake or misidentification of thematerial to be removed ordisabled.”

e) If you are providing notice by email, a scanned physical signature or a validelectronic signature will beaccepted. Send the communication to the following address:

Sunday Riley Modern Skincare, LLC

Attn:

4444 Westheimer Rd, Ste G305

Houston, TX 77027

f) After we receive your counter-notification, we will forward it to the party who submittedthe original claim ofcopyright infringement. Please note that when we forward the counter-notification, itincludes any of yourIdentifying Information set forth in the counter-notification. By submitting acounter-notification, you consentto having such Identifying Information revealed in this way. We will notforward the counter-notification to anyparty other than the original claimant. After we send out thecounter-notification, the claimant must then notifyus within ten (10) days that he or she has filed an actionseeking a court order to restrain you from engaging ininfringing activity relating to the material on theSite. If we receive such notification, we will be unable torestore the items. If we do not receive suchnotification, we may, but are not obligated to reinstate thedisputed item(s).

(g) Foreign Counter-Notification: If youreside outside ofthe United States, please understand that filing a counter-notice may lead to legalproceedings between you andthe complaining party to determine ownership. Be aware that there maybe adverse legal consequences in yourcountry and/or the United States of America if you make a false orbad faith allegation by using this process.Please also be advised that we enforce a policy that provides forthe termination in appropriate circumstances ofaccess privileges for Users who are infringers. So, if youare not sure whether content you posted on the Site isbeing infringed or are otherwise unsure ofwhether to file a counter-notification using these procedures, westrongly recommend you first contact alawyer knowledgeable in the laws of the United States and the State of NewYork. If you do wish to file acounter-notice, you should follow the process set forth above under the heading“Elementsof Counter-Notification.”

Disclaimer: WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENTTHISINFORMATION FOR INFORMATIONAL PURPOSES ONLY.

24. Notices.

SRMS may provide you with notices, including those regarding changes to these Terms, by email, regular mail,orpostings on the Site. If Notice is by e-mail or mail, it will be provided to the e-mail or regularmailingaddress provided by you with your account information and it is your responsibility to update suchaccountinformation for any changes. Notice to you is deemed to be given twenty-four hours after anemail is sent,unless SRMS is notified that the email address is invalid, and if through postal mail, threedays after the dateof mailing. You may provide SRMS with notices only by mail to the address indicatedbelow.

25. Miscellaneous.

Governing Law. These Terms shall be governed byandconstrued in accordance with the laws of the State of Texas, without giving effect to any principlesofconflicts of law. 

Choice of Venue. For any dispute you have with us, youagreeto first contact us through email at hello@sundayriley.com to attempt to resolve the dispute with usinformally.If we have not been able to resolve the dispute with you informally, we each agree that anyaction at law or inequity arising out of or relating to these Terms or the Site shall be filed only in thestate or federal courtslocated in Harris County, Texas USA and you hereby consent and submit to thepersonal and exclusive jurisdictionand venue of such courts for the purposes of litigating any suchaction. You agree that you will not file orparticipate in a class action against us.

Jury waiver. IN ANY ACTION OR PROCEEDING COMMENCEDTOENFORCE ANY RIGHT OR OBLIGATION UNDER THIS AGREEMENT, YOUR USE OF THE SITE OR WITH RESPECT TO THESUBJECTMATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BYJURY.

One year statute of limitations. YOU AGREE THATANY CAUSE OFACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1)YEAR AFTER THE CAUSE OFACTION 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, omissionorcircumstances 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, infringeuponor misappropriate the rights of others, (iv) harass or interfere with any other user or person, firmorenterprise, (v) interfere with or bypass our security or other protective measures applicable to oursystems,networks and communications capabilities, (vi) breach or violate these Terms, or (vii) violate any laworregulation, we have the right, reserving cumulatively all other rights and remedies available to us atlaw, inequity and under this agreement with you, to report and provide information to any and all regulatoryand lawenforcement authorities and agencies and take any action permitted by law.

Non-waiver. A provision of these Terms may be waivedonly bya written instrument executed by the party entitled to the benefit of such provision. The failure ofSRMS toexercise or enforce any right or provision of these Terms will not constitute a waiver of suchright orprovision.

Severability. If any provision of these Terms shallbeunlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from theseTermsand shall not affect the validity and enforceability of any remaining provisions. 

Assignment. The Terms and any rights and licensesgrantedhereunder, may not be transferred or assigned by you, but may be assigned by SRMS withoutrestriction. Anyassignment attempted to be made in violation of these Terms shall be void.

No Relationship. You agree that no jointventure,partnership, employment, or agency relationship exists between you and SRMS as a result of these Termsoruse of the Site. You further acknowledge that by submitting User Content or other Non-SRMS Content,noconfidential, fiduciary, contractually implied or other relationship is created between you and SRMS otherthanpursuant to these Terms. 

Headings. The heading references herein are forconveniencepurposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affectany of theprovisions hereof.

Entire Agreement. This is the entire agreement betweenyouand SRMS relating to the subject matter herein and supersedes all previous communications,representations,understandings and agreements, either oral or written, between the parties withrespect to said subject matter,excluding any Services Agreement that you may have entered into with SRMS. TheseTerms shall not be modifiedexcept in writing, signed by both parties, or by a change to these Termsmade by SRMS as set forth in Section 3above. All rights not expressly granted in these Terms are reservedto us.

Non-Reliance. EACH PARTY FURTHER AGREES THAT THEY CANNOTANDARE NOT RELYING ON ANY REPRESENTATIONS OF THE OTHER PARTY IN DECIDING WHETHER TO ENTER INTO THISAGREEMENT OR TOAGREE TO ANY OF THE TERMS OF THIS AGREEMENT. MOREOVER, EACH PARTY TO THIS AGREEMENT SPECIFICALLYDISCLAIMS ANDWAIVES ANY CLAIMS THE PARTY MAY HAVE OF FRAUD, MISREPRESENTATION, NEGLIGENT MISREPRESENTATION, ORFRAUD IN THEINDUCEMENT RELATED TO THE ENTIRETY OF THIS OR ANY OTHER AGREEMENTS THE PARTIES HAVE WITH EACHOTHER.

Notice for California Users. Under California CivilCodeSection 1789.3, California web users are entitled to the following specific consumer rights notice: TheServicesare provided by Sunday Riley Modern Skincare, LLC, Attn: 4444 Westheimer Rd, Ste G305,Houston, TX 77027,Phone Number: 346 220 1719 email: hello@sundayriley.com.

If you have any questions, concerns, or complaints regarding the Services, please contact Sunday RileyModernSkincare, LLC by (i) emailing hello@sundayriley.com; or (ii) sending a letter, first classcertified mail, toSunday Riley Modern Skincare, LLC, Attn: 4444 Westheimer Rd, Ste G305, Houston, TX77027.

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services oftheCalifornia Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., SuiteS-202,Sacramento, California 95834, or by telephone at (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297or TDD(916) 322-1700.

26. Use Outside of the United States/Void Where Prohibited.

SRMS makes no representation that the information in our Site is appropriate oravailable for use outside of theUnited States, and access to our Site from territories where the content of ourSite may be illegal isprohibited. If you access our Site from outside the United States, be advised our Sitemay contain references toproducts and services that are not available or are prohibited in yourcountry. Those who choose to access ourSite from outside of the United States do so based on their owninitiative and are responsible for compliancewith applicable local laws, about which SRMS makes no warrantiesor assumptions. Any offer for any feature,product or service on our Site void where prohibited.

27. SMS Messaging Program.

These Terms shall applyto SRMS’s SMS Messaging Program. By providing the SRMS your contact information andmobile phonenumber, you consent to the SRMS’s SMS/text messaging service and agree to receive recurringSMS/textmessages from and on behalf of SRMS through your wireless provider to the mobile number youprovided,even if your mobile number is registered on any state or federal Do Not Call list. However, yourparticipationin this SMS Program is voluntary and being a part of our SMS program is not a condition to makepurchases or useour Site.

SRMS may issue recurring SMS/text messages related to service-related messages and promotion messagesthrough yourmobile number provided to the SRMS. The SRMS may also send abandoned cart remindersthrough your mobile number.Participation in this service is voluntary, and User may opt out at any time. Textthe single keyword commandSTOP to [insert your sending number]. You will receive a one-time opt-outconfirmation text message. No furthermessages will be sent to your mobile device, unless initiated by you.If you have subscribed to other SRMS’smobile message programs and wish to cancel, except where applicablelaw requires otherwise, you will need to optout separately from those programs by following the instructionsprovided in their respective mobile terms. ForService support or assistance, text HELP to [insert your sendingnumber] or email hello@sundayriley.com.

User agrees to provide a working mobile number belonging to the User. Any changes in User’s contactinformationand mobile number will require the User to sign up for the program with a new number. SRMS will notbeliable for delayed or undelivered messages. Message frequency varies, and standard message and data ratesmayapply.

28. Use of Suppliers.

SRMS uses service providers andother licensors/suppliers, and works with other third parties, to provide hostingof and otherwisefacilitate this Site, to provide other services in support of this Site, to create this Site andits content,and in support of any Services that may be available through or described on this Site, and each isindividuallyand collectively referred to herein as a “Supplier.”

29. Contact Us.

If you have any questions, orcomments about these Terms please contact SRMS at:

Sunday Riley Modern Skincare, LLC,
Attn:
4444 Westheimer Rd, SteG305,
Houston, TX 77027

If you need access to this Notice in an alternative format due to having a disability, please contact us byemail at hello@sundayriley.com or via phone at 346 220 1719.