TERMS & CONDITIONS

TERMS of USE AGREEMENT    

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”) owns and operates www.sundayriley.com, edit.sundayriley.com and its associated websites, subdomains, mobile versions, any associated applications, tools, technology, social media accounts, a SMS Program, and other programs (collectively, the “Site”), as well as services and products associated with or made available through the Site (collectively the “Services”). This Terms of Use Agreement (the “Terms”) governs your use and access to the Site and Services and constitutes 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 incorporated by reference into these Terms. These Terms apply to all users of the Site and our services, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. 

By registering an account, consenting to our SMS/text messaging service, using the Site, using or purchasing our Services, or by clicking accept or agree to these Terms when this option is made available to you, you accept and agree to be bound and are bound by these Terms, SRMS’ Privacy Policy, and Notice to California Residents and consent to the collection and use of your data in accordance with SRMS’ Privacy Policy and Notice to California Residents. If you do not agree to all of these Terms, the Privacy Policy and Notice to California Residents, please do not use or access our Site or use our Services. 

SRMS reserves the right, at its sole discretion, to change, modify, revise, add or remove portions of these Terms at any time, without notice and without liability towards you. All changes are effective immediately when we post them. Be sure to check this page periodically for updates, as your continued use of the Site is your acceptance of any changed Terms. SRMS will not be held responsible or liable for the timeliness of or removal of information, failure to store information, inaccuracy of information or 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 THE TERMS, AND ANY FUTURE MODIFICATIONS TO THE TERMS. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE SITE. 

1.    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 our 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. 

2.    Privacy Notice.  Registration data and other personally identifiable information will be collected and used by Company consistent with our Privacy Policy, which is incorporated herein for all purposes. Please read the Privacy Policy carefully for information relating to SRMS’ collection, use and disclosure of your personal information. Our Privacy Policy is also located at the bottom of this Site. If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. To review such rights, see our Notice to California Residents. By accessing the Site, using the Services, or registering for an account, you agree that we may collect, process and disclose your personal information in accordance with our Privacy Policy and Notice to California Residents. 

3.    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. 

4.    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 the “Links and Third Party Sites” 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. 

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 content or functions on the Site require you to register with us, or otherwise provide user information, you must complete the registration process by providing us with complete and accurate account information. Each registration is for a single user only. Once an account is created, you agree to (a) maintain and promptly update, as necessary, your information, (b) be responsible for the acts or omissions of any third party who has authority to access or use the Site on your behalf, and (c) immediately notify SRMS if you discover or otherwise suspect any security breaches 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 the Site. 

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

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’s Customer Service Team by sending an email to hello@sundayriley.com.   

By providing information and/or answering questions, you also consent to receive electronic communications from SRMS (e.g., via email or by posting notices to the Platform). These communications may include notices and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from the SRMS by 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 of the Site the right to use, store, monitor, retrieve and transmit your account information in connection with the operation of the Site and as otherwise provided herein. Our information collection and use policies with respect to 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 BY YOU, SRMS OR OTHERS DUE TO ANY UNAUTHORIZED USE OF YOUR ACCOUNT REGARDLESS OF WHETHER YOU HAVE NOTIFIED US OF SUCH UNAUTHORIZED USE. If you provide any information that is untrue, inaccurate, not current, or incomplete, or SRMS has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, SRMS has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an account or use the Services if you have been previously removed by SRMS, or if you have been previously banned from use of the Services. 

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

6.    Purchases on our Site.  We offer skin and hair 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. 

WARNING: THE CONTENTS OF THIS SITE ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE MEDICAL ADVICE. ALL VIEWS AND OPINIONS EXPRESSED ON PRODUCTS, SERVICES, WEBSITES AND VARIOUS TOPICS, WILL PURELY BE THE WRITER’S HONEST REVIEW. ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL 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. WE CANNOT PREDICT AND DO NOT GUARANTEE THAT YOU WILL ATTAIN A PARTICULAR RESULT FROM THE INFORMATION PROVIDED ON OR THROUGH 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 right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit 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 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, except for the trademarks, service marks and logos of third-parties contained therein (“Third-Party Marks”). 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. 

No License: The logos, trademarks, designs, or information contained in this Site are the property of SRMS or SRMS is a licensed user of such information and your reproduction, duplication, or otherwise exploitive use for any commercial purpose without the express consent of SRMS is prohibited. Your use of this Site or any Services does not create, and nothing contained in this Site shall be construed as creating or conferring to you, by implication, estoppel, or otherwise, a license or any other rights in trademarks, service marks, copyrights or other intellectual property rights or any other rights of SRMS, its Supplier(s), or any third party.  

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 such User Content. 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. 

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

(a)     the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your User Content does not and will not infringe any proprietary, confidentiality, copyright, patent, trademark, trade secret rights or other intellectual property rights (collectively “IP Rights”) of any third party; 

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

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

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

(e)     your User Content does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography, child privacy, or otherwise intended to protect the health or wellbeing of minors; 

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

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

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

(i)     your User Content does not constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on SRMS’s or others computers or equipment, designed to enable you or others to gather information about or monitor the online or other activities of another party; 

(j)     your User Content does not inundate the Site with communications or other traffic suggesting no serious intent to use the Site or its Services; 

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

(l)     your User Content does not contain pictures, data, audio or visual files, or any other content that is excessive 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 any third person;  

(n)     if you learn that the User Content provided by you to SRMS, or any portion thereof, are in violation of any IP Rights of any third-person you will immediately notify SRMS and take such action as is necessary to modify the User Content to cure any violation;       

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

(p)    if your User Content contains any pictures, videos or comments regarding anyone under the age of 18 years of age you represent and warrant that you are that person’s parent or legal guardian and that you have all legal permissions to post such User Content and that you hereby irrevocably consent to the use by SRMS of each of your child’s name, likeness and voice contained in the User Content in photographs, social media posts, video recordings, electronic images or in any other medium or in any form for any lawful purpose, including without limitation, trade, exhibition, illustration, promotion, publicity, advertising and electronic publication in any media, throughout the world in perpetuity, including but not limited to, on the world wide web, without payment or any other consideration to you or anyone else including your child; 

(q)    you hereby irrevocably consent to the use by SRMS of your name, likeness and voice contained in the User Content in photographs, social media posts, video recordings, electronic images or in any other medium or in any form for any lawful purpose, including without limitation, trade, exhibition, illustration, promotion, publicity, advertising and electronic publication in any media, throughout the world in perpetuity, including but not limited to, on the world wide web, without payment or any other consideration to you or anyone else; and 

(R)    YOU HEREBY IRREVOCABLY WAIVE, HOLD HARMLESS, RELEASE AND FOREVER DISCHARGE SRMS, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES (AND ALL PERSONS ACTING UNDER ITS PERMISSION OR AUTHORITY) TO THE FULLEST EXTENT PERMITTED BY LAW 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 ON BEHALF OF YOUR ESTATE HAVE OR MAY HAVE BY REASON OF ANY USER CONTENT PROVIDED BY YOU TO THE SRMS INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON INVASION OF PRIVACY, LIBEL, SLANDER, COPYRIGHT INFRINGEMENT, RIGHT OF PUBLICITY, DEFAMATION, FALSE ENDORSEMENT, OR CLAIM OF VISUAL OR AUDIO ALTERATION OR FAULTY MECHANICAL REPRODUCTION. THIS RELEASE ALSO INCLUDES WITHOUT LIMITATION ANY CLAIMS RELATED TO BLURRING, DISTORTION, ALTERATION, OPTICAL ILLUSION, DIGITAL ALTERATION, USE IN THE COMPOSITE FORM, WHETHER INTENTIONAL OR OTHERWISE, OR USE OF A FICTITIOUS NAME, THAT MAY OCCUR OR BE PRODUCED IN THE PROCESSING OR PUBLICATION OF THE USER CONTENT.   

Grant of User Content 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’, sub-licensees’ 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 sub-licensees (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. 

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; (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 or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to yourself, to any other person, or to any animal 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; (iii) advertisements or solicitations of business, products, or services; or (iv) 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. 

Exposure to 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 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. 

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 child pornography, fraud, trafficking in obscene material, harassment, spamming, copyright infringement, unfair competition, trademark or service mark infringement, patent infringement, or theft of trade secrets; 

(b)     defraud Users of the Site, or collect, or attempt to collect, personal information about Users or third parties without their consent. 

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

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

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

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

(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 harm another person; 

(k)     scan, scrape, harvest, hack, monitor or copy from the Site, any information, including but not limited, to sales, Site usage, Site layouts, promotion information, partner information, pricing information, codes, or similar data for any competitive purposes; 

(l)     register an account and use the Services to learn how the Site works that results in you obtaining information that you can use to compete against SRMS or to obtain competitive knowledge; 

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

(n)    remove any copyright, trademark or other proprietary notices from any portion of the 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 Site or Services except as expressly permitted by SRMS; 

(p)     reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or any part thereof, nor attempt to do so, except and only to the extent that such activity is expressly permitted by applicable 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 limitation any usernames or passwords you establish, infringe upon the rights of any third party or contain defamatory, libelous, abusive or obscene material, or violate any applicable local, state, national, international law or regulation;   

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

(t)     collect any content from the Site, including without limitation, collecting, copying, or aggregating codes, promotions, and information relating to affiliates, and providing such content to third parties in a manner that may divert traffic or sales from the Site without SRMS’s express written permission; 

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

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

(w)     submit any content that is purposely inaccurate, fraudulent, or falsifies information in connection with your account or to create multiple accounts; 

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

(y)    affect/interrupt or to attempt to affect/interrupt the operation of this Site in any 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 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. 

(bb) 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. 

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

(dd)    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. 

(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, or features that enforce limitations on the use of the Site. 

(ff)    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. 

(gg)    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. 

(hh)     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. 

(ii)    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. 

(jj)    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. 

(kk)    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. 

(ll)    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. 

(mm)    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. 

(nn)    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. 

(oo)    impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity. 

(pp)    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; 

(qq)    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; 

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. 

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 to view information 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 also be able to see similar information about your Twitter, Facebook, YouTube, Pinterest, Instagram, Tiktok or LinkedIn friends who are connected to our Site. In addition, our Site may personalize and otherwise enhance your experience based on your social media accounts, such as your basic information, likes and interests. Please pay careful attention to the privacy settings in Twitter, Facebook, YouTube, Pinterest, Instagram, Tiktok or LinkedIn which will impact this feature and may give you some control over the information that is shared and who it is shared with. 

BY CONNECTING YOUR SITE ACCOUNT TO YOUR TWITTER, FACEBOOK, YOUTUBE, PINTEREST, INSTAGRAM, TIKTOK OR LINKEDIN ACCOUNT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO THE CONTINUOUS RELEASE OF INFORMATION ABOUT YOU TO OTHERS, INCLUDING TO TWITTER, FACEBOOK, YOUTUBE, PINTEREST, INSTAGRAM, TIKTOK OR LINKEDIN (IN ACCORDANCE WITH YOUR PRIVACY SETTINGS ON THESE SOCIAL MEDIA WEBSITES AND YOUR ACCOUNT SETTINGS ON OUR SITE). IF YOU DO NOT WANT INFORMATION 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 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. 

13.    Links and Third-Party Websites

(a)    Linking to Our Site. You agree that if you include a link from any other website to our 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. 

(b)    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. 

14.    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. 

15.    No Guarantee of 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. 

16.    Service Testing. From time to time, we test various aspects of the Site, including the user interfaces, service levels, plans, promotions, features, availability of SRMS Materials, and pricing, and we reserve the right to include you in or exclude you from these tests without notice. 

17.    User Feedback. You agree that with respect to any 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 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 or any other 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. 

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

18.    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. 

19.    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.  

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. 

20.    DISCLAIMERS; NO WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 20, AND SECTIONS 21 AND 22 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. 

SITE 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. 

HEALTH CONTENT. YOU UNDERSTAND AND AGREE THAT 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 ASIS AND WITHOUT ANY WARRANTIES. 

21.    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 PERSONAL INJURY OR ANY SPECIAL, INDIRECT, INCIDENTAL,CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSS, 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. 

22.    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 OFTHE 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. 

23.    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)    A physical or electronic signature of a person authorized to act on behalf of the             owner of an exclusive right that is allegedly infringed; 

b)    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; 

c)    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; 

d)    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; 

e)    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 

f)    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 

Attn: 

4444 Westheimer Rd, Ste G305 

Houston, TX 77027 

FAILURE TO INCLUDE ALL OF THE ABOVE INFORMATION, ESPECIALLY SPECIFIC INFORMATION ABOUT WHERE THE ALLEGEDLY 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.  

Infringers. 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: 

a)    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. 

b)    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 that we may at our discretion, deny access to the Site by, or disable and/or terminate the accounts of 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): 

a)    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. 

b)    Provide your full name, address, telephone number, email address and, if you are a registered User, the Username of your SRMS account. 

c)    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. 

d)    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.” 

e)     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 

Attn:  

4444 Westheimer Rd, Ste G305 

Houston, TX 77027 

f)    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). 

(g)    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. 

24.    Notices 

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 is deemed to be 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 below. 

25.    Miscellaneous 

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.  

Choice of Venue. For any dispute you have with us, you agree to first contact us through email at hello@sundayriley.com to attempt to resolve the dispute with us informally. If we have not been able to resolve the dispute with you informally, we each 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 located in Harris County, Texas USA 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.  

Jury waiver. 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. 

One year statute of limitations. 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. 

Non-waiver. 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. 

Severability. 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.  

Assignment. 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.  

Headings. 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. 

Non-Reliance. EACH PARTY FURTHER AGREES THAT THEY CANNOT AND ARE NOT RELYING ON ANY REPRESENTATIONS OF THE OTHER PARTY IN DECIDING WHETHER TO ENTER INTO THIS AGREEMENT OR TO AGREE TO ANY OF THE TERMS OF THIS AGREEMENT. MOREOVER, EACH PARTY TO THIS AGREEMENT SPECIFICALLY DISCLAIMS AND WAIVES ANY CLAIMS THE PARTY MAY HAVE OF FRAUD, MISREPRESENTATION, NEGLIGENT MISREPRESENTATION, OR FRAUD IN THE INDUCEMENT RELATED TO THE ENTIRETY OF THIS OR ANY OTHER AGREEMENTS THE PARTIES HAVE WITH EACH OTHER. 

Notice for California Users. Under California Civil Code Section 1789.3, California web users are entitled to the following specific consumer rights notice: The Services are 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 Riley Modern Skincare, LLC by (i) emailing hello@sundayriley.com; or (ii) sending a letter, first class certified mail, to Sunday Riley Modern Skincare, LLC, Attn: 4444 Westheimer Rd, Ste G305, Houston, TX 77027.  

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or 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 or available for use outside of the United States, and access to our Site from territories where the content of our Site may be illegal is prohibited. If you access our Site from outside the United States, be advised our Site may contain references to products and services that are not available or are prohibited in your country. Those who choose to access our Site from outside of the United States do so based on their own initiative and are responsible for compliance with applicable local laws, about which SRMS makes no warranties or assumptions. Any offer for any feature, product or service on our Site void where prohibited. 

27.    SMS Messaging Program. These Terms shall apply to SRMS’s SMS Messaging Program. By providing the SRMS your contact information and mobile phone number, you consent to the SRMS’s SMS/text messaging service and agree to receive recurring SMS/text messages from and on behalf of SRMS through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. However, your participation in this SMS Program is voluntary and being a part of our SMS program is not a condition to make purchases or use our Site.  

SRMS may issue recurring SMS/text messages related to service-related messages and promotion messages through your mobile number provided to the SRMS. The SRMS may also send abandoned cart reminders through your mobile number. Participation in this service is voluntary, and User may opt out at any time. Text the single keyword command STOP to [insert your sending number]. You will receive a one-time opt-out confirmation text message. No further messages will be sent to your mobile device, unless initiated by you. If you have subscribed to other SRMS’s mobile message programs and wish to cancel, except where applicable law requires otherwise, you will need to opt out separately from those programs by following the instructions provided in their respective mobile terms. For Service support or assistance, text HELP to [insert your sending number] or email hello@sundayriley.com

User agrees to provide a working mobile number belonging to the User. Any changes in User’s contact information and mobile number will require the User to sign up for the program with a new number. SRMS will not be liable for delayed or undelivered messages. Message frequency varies, and standard message and data rates may apply. 

28.    Use of Suppliers. SRMS uses service providers and other licensors/suppliers, and works with other third parties, to provide hosting of and otherwise facilitate this Site, to provide other services in support of this Site, to create this Site and its content, and in support of any Services that may be available through or described on this Site, and each is individually and collectively referred to herein as a “Supplier.” 

29.    Contact Us. If you have any questions, or comments about these Terms please contact SRMS at:  

Sunday Riley Modern Skincare, LLC,  
Attn:  
4444 Westheimer Rd, Ste G305,  
Houston, TX 77027  

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

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