Términos del servicio

SMART SKIN CARE BY LAURA TORRES 

Terms of Use agreement 

Effective Date: August 21, 2024 

Please read this Terms of Use Agreement (the “Terms of Use”) carefully.  These Terms of Use govern your use of those websites owned or controlled by Smart Skincare by Laura Torres, a New York corporation, and its affiliates and subsidiaries  (the “Company,” “our,” “we,” or “us”), including the website located at: https://www.smart-skincare.com ( the “Website”), and the purchase and shipping of products that are offered by the Company via the Website (the “Services”). 

BY PLACING AN ORDER FOR THE PURCHASE OF ANY PRODUCT, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE COMPANY, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU USE THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE WEBSITE OR SERVICES, AND YOU SHOULD NOT PURCHASE PRODUCTS FROM OUR WEBSITE.  

PLEASE BE AWARE THAT SECTION 12 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND THE COMPANY. AMONG OTHER THINGS, SECTION 12 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 12 (ARBITRATION AGREEMENT) ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ SECTION 12 (ARBITRATION AGREEMENT) CAREFULLY. 

IF YOU ARE USING THE WEBSITE IN THE UNITED STATES, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. 

PLEASE BE AWARE THAT SECTION 2 (COMPANY COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA EMAIL AND TEXT MESSAGE. 

Your use of, and participation in certain services may be subject to additional terms and policies (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms or will be presented to you for your acceptance when you sign up to use the supplement service.  If these Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to such service.  These Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.” 

PLEASE NOTE THAT The Terms are subject to change by THE Company in its sole discretion at any time.  When changes are made, the Company will make a new copy of the Terms of Use available at the Website.  We will also update the “Last Updated” date at the top of the Terms of Use.  If we make any material changes we may also send an e-mail to you at the last email address you provided to us pursuant to the Terms.  The Company may require you to provide consent to the updated Terms in a specified manner before further use of the Website is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website.  Otherwise, your continued use of the Website constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS. 

  1. Use of the Services.  The Website, content and the services provided by the Company via the Website (collectively, the “Company Properties”) are protected by copyright laws throughout the world.  Unless otherwise specified by the Company in a separate license, your right to use any Company Properties is subject to the Terms. 

  1. Updates.  You understand that the Company Properties are evolving.  As a result, the Company may require you to accept updates to the Company Properties that you have installed on your computer or mobile device.  You acknowledge and agree that the Company may update the Company Properties with or without notifying you.  You may need to update third-party software (e.g. your device’s operating system) from time to time in order to use the Company Properties. 

  1. Certain Restrictions.  The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Company Properties or any portion of the Company Properties, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form) of the Company; (c) you shall not use any metatags or other “hidden text” using Company’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Company Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) access the Company Properties in order to build a similar or competitive website, application or service; (f) except as expressly stated herein, no part of the Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Company Properties.  For the purposes of clarity, the foregoing restrictions do not apply to any Third-Party Content (as defined in Section 4 (Content)) made available via the Company Properties.  Any future release, update or other addition to the Company Properties shall be subject to the Terms.  The Company, its suppliers and service providers reserve all rights not granted in the Terms.  Any unauthorized use of the Company Properties terminates the licenses granted by the Company pursuant to the Terms. 

  1. Unauthorized Use.  You agree that you will not, under any circumstances: (a) interfere with or damage Company Properties, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (b) modify or cause to be modified any files that are a part of the Company Properties; (c) disrupt, overburden, or aid or assist in the disruption or overburdening of: (i) any computer or server used to offer or support the Company Properties; or (ii) the enjoyment of the Company Properties by any other person; (d) attempt to gain unauthorized access to the Company Properties or to the computers, servers or networks connected to the Company Properties by any means other than the user interface provided by Company, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Company Properties; (e) access, tamper with or use non-public areas of the Company Properties, the Company’s computer systems, or the technical delivery systems of the Company’s providers; (f) attempt to probe, scan, or test the vulnerability of any Company system or network, or breach any security or authentication measures; (g) disrupt or interfere with the security of, or otherwise cause harm to, the Company Properties, systems, resources, accounts, passwords, servers or networks connected to or accessible through the Company Properties or any affiliated or linked sites; or (h) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party to protect the Company Properties. 

  1. Personal Use Only.  The products and services available on the Website, and any samples thereof we may provide to you, are for personal use only.  You may not sell or resell any of the products or services, or samples thereof, you purchase or otherwise receive from us.  We reserve the right to decline any order that we deem to possess characteristics of reselling. 

  1. Company Communications. 

  1. Emails and Text Messages.  Company may offer one or more mobile message programs (collectively, the “Message Service”) that allows users to receive SMS/MMS mobile messages by opting-in such as through online or application-based enrollment forms. Regardless of the opt-in method you use to enroll, you agree that your use of the Message Service is governed by this Agreement. We do not charge for the Message Service, but you are responsible for all charges and fees associated with mobile messaging imposed by your wireless carrier and you acknowledge that your carrier may charge you or deduct usage credit from your account when you text us or we send messages to you. Message and data rates may apply. By enrolling a telephone number in the Message Service, you authorize us to send recurring SMS and MMS mobile messages to the number you specify, and you represent that you are authorized to receive mobile messages at such number. The messages sent through the Message Service may include marketing, advertising, shopping cart reminders, promotional messages, and operational emails. You agree that these messages may be transmitted using an automatic telephone dialing system (“ATDS”), other automated systems for the selection or dialing of telephone numbers, or different technology. Your consent to receive mobile messages via an ATDS or other automated system for the selection or dialing of numbers is not required (directly or indirectly) as a condition of purchasing any property, goods or services. While you consent to receive messages sent using an ATDS, the foregoing shall not be interpreted to suggest or imply that any or all of our messages are sent using such a system. Message frequency varies. If you do not wish to continue participating in a Message Service program we offer, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message you receive from that program to opt out. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands, such as the use of different spellings or the addition of other words or phrases to the command, and agree that that we and our service providers will have no liability for failing to honor such requests.  You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those keyword commands set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out. To the extent you subscribe to more than one Message Service program that we operate, you must unsubscribe from each program separately. For Message Service support or assistance, text the HELP keyword in response to any message you receive through the Message Service or email us at ssc@smart-skincare.com. Please note that the use of this email address is not an acceptable method of opting out of Message Service. Opt outs must be submitted in accordance with the procedures set forth above. We may change any short code or telephone number we use to operate the Message Service at any time with notice to you. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we are not responsible for honoring requests made in such messages. The Message Service may not be available in all areas or supported by all carriers or all devices. Check with your carrier for details. Delivery of mobile messages is subject to effective transmission from your wireless carrier/network operator and is outside of our control. We and the wireless carriers supported by the Message Service are not liable for any failed, delayed or undelivered messages. If you decide to change your mobile phone number, you agree to first opt out of each Message Service program in which your number is enrolled.   For clarity, you acknowledge and agree that any disputes between you and us related to the Message Service will be governed by Section 12 (Arbitration Agreement). 

  1. Ownership. 

  1. Trademarks.  Company’s name and all related graphics, logos, service marks and trade names used on or in connection with any Company Properties or in connection with the Services are the trademarks of Company and may not be used without permission in connection with your, or any third-party, products or services.  Other trademarks, service marks and trade names that may appear on or in Company Properties are the property of their respective owners. 

  1. Company Properties.  Except with respect to Your Content (as defined below), you agree that the Company and its suppliers own all rights, title and interest in the Company Properties.  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Company Properties.  Company’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Company Properties are the trademarks of the Company and may not be used without permission in connection with any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in the Company Properties are the property of their respective owners. 

  1. Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to the Company through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that the Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Company Properties. 

  1.  Content. 

  1. Types of Content.  You acknowledge that that any information, data, text, photographs, graphics, video, messages, product reviews, testimonials, tags and/or other materials facilitated through the Company Properties (collectively, “Content”) is the sole responsibility of the party from whom such Content originated.  This means that you, and not Company, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available (“Make Available”) through Company Properties (“Your Content”). 

  1. No Obligation to Pre-Screen Content.  You acknowledge that the Company has no obligation to pre-screen Your Content or Content made available on and through the Company Properties by third parties (“Third-Party Content”), although the Company reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By accepting these Term, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.  In the event that Company pre-screens, refuses or removes any Content, you acknowledge that the Company will do so for the Company’s benefit, not yours.  Without limiting the foregoing, Company shall have the right to remove any Content that violates the Terms or is otherwise objectionable. 

  1. Storage.  Company has no obligation to store any of Your Content that you Make Available on Company Properties.  Company has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Company Properties.  You agree that Company retains the right to create reasonable limits on Company’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Company in its sole discretion. 

  1. Your Content.  Company does not claim ownership of Your Content.  However, when you post, publish or submit Your Content on or in Company Properties (in the form of a product review or in connection to any of our services), you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. 

  1. License to Your Content.  You grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing Company Properties to you and to our other users.  Please remember that other users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Company Properties.  You agree that you, not Company, are responsible for all of Your Content that you Make Available on or in Company Properties. 

  1.  Unauthorized Content. You are responsible for ensuring that all Your Content you share complies with these Terms and applicable law, including respecting the intellectual property and proprietary rights of others. Specifically, you agree not to upload or to provide illegal or inappropriate content or information, or content or information that is protected by intellectual property laws (such as copyright, trademark, patents, etc.) for which you do not have a valid license (“Unauthorized Content”). 

  1. Take Down Policy and Copyright. You acknowledge and agree that Company reserves the right to remove any material, including Your Content, from the Website for any reason, including if Company receives notification claiming such material is Unauthorized Content or if it determines, in its sole discretion, that Your Content violates these Terms. It is Company’s policy to terminate access or participation privileges of any user who repeatedly infringes copyright upon prompt notification to Company by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Company’s Copyright Agent for notice of claims of copyright infringement is as follows: Smart Skincare by Laura Torres, 119 West 57th St, New York, New York, 10019, ssc@smart-skincare.com. 

  1. ORDERS; PRODUCTS. 

  1. Order Acceptance.  Your receipt of an electronic or other form of order confirmation does not signify Company’s acceptance of your order, nor does it constitute confirmation of our offer to sell.  Company reserves the right at any time after receipt of your order to accept or decline your order for any reason.  Company further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item.  Your order will be deemed accepted by Company upon our delivery of the products that you have ordered.  We may require additional verifications or information before accepting any order.  

  1. Product Descriptions; Product Availability; Promotional Codes.  Descriptions, images, references, features, content, specifications, products, price and availability of any products and services are subject to change without notice, and our current prices can be found on the Website.  We make reasonable efforts to accurately display the attributes of our products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors.  The inclusion of any products or services on any Website at a particular time does not imply or warrant that these products or services will be available at any time.  It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any item purchased through the Website.  We reserve the right, with or without prior notice, to limit the available quantity of or discontinue any product or service; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all purchase(s); and/or to refuse to provide any user with any product or service. 

  1. Order Issues. Although we strive to accept all valid orders, Company reserves the right to deny any order for any reason, including if: (i) we discover an error in pricing and/or other information about a product you have ordered or receive insufficient or erroneous billing, payment, and/or shipping information, (ii) we suspect an order has been placed using stolen payment card information or otherwise appears to be connected to fraud, or (iii) the product you have ordered is unavailable due to discontinuance or otherwise. We may also refuse any order that is connected with a previous payment dispute. Company further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. 

  1. Returns. Please review our Shipping and Return Policy for more information about returning a product you have ordered. For the avoidance of doubt, the Shipping and Return Policy constitute Supplemental Terms. 

  1. Order Cancellation. If any product is discontinued or otherwise becomes unavailable, Company reserves the right to cancel your order and provide you a refund for the amount paid for the product. 

  1. Restrictions on Resale. To protect the intellectual property rights of Company and its licensors and suppliers, any resale of product for personal and/or business profit is strictly prohibited. Company reserves the right to decline any order that we deem to possess characteristics of reselling. 

  1. Third-Party Provider. Company uses a third-party service provider for fulfilling orders. By ordering any product through the Services, you acknowledge that Company has no responsibility or liability for any delays that may result from orders handled by such third-party service provider. 

  1. Fees and Purchase Terms. 

  1. Payment.  You agree to pay all fees for any products you order via the Website.  Payments are processed on our behalf by a third-party processor, currently either Shopify, GoDaddy, PayPal, or Google Pay.  When you make a payment, you agree to be bound by the Third-Party Processor’s terms and policies.  Company is not responsible for the content of any Third-Party Processor’s site, or for processing any payments.  Payments can be made by debit or credit card (“Payment Card”) or by using an account you hold with a third-party processor, as applicable.  You hereby consent and authorize Company and the applicable third-party processor to share any information and payment instructions you provide with one or more third-party processors to the extent required to complete your transactions. You acknowledge that your Payment Card issuing bank, or the third-party processor may charge you a fee in connection with processing the payment for your payment.  You agree and acknowledge that Company is not responsible for any such fees. Except in cases of fraud, your payment cannot be canceled or returned once it has been completed. If you become aware of any fraudulent use of your debit card, credit card, or any other payment account, you should review the applicable agreement for the payment account to identify appropriate actions to take.  Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on Company Properties or by email delivery to you. 

  1. Taxes.  Company’s prices for merchandise and products sold via the Website will include any applicable Sales Tax at the time of purchase.   

  1. User Conduct.  In connection with your use of Company Properties, you shall not: 

  1. Make Available any Content that, in Company’s sole discretion, (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities; 

  1. Harm minors in any way; 

  1. Impersonate any person or entity, including, but not limited to, Company personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity; 

  1. Make Available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); 

  1. Make Available any Content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights; 

  1. Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court; 

  1. Make Available any Content that constitutes unsolicited or unauthorized advertising or promotional material (e.g. spam); 

  1. Stalk or otherwise harass any other user of our Company Properties; or 

  1. Advocate, encourage or assist any third party in doing any of the foregoing activities in this Section. 

  1. Indemnification.  You agree to indemnify and hold the Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a)  your use of, or inability to use, the Company Properties; (b) your violation of the Terms; or (c) your violation of any applicable laws, rules or regulations.  The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.  You agree that the provisions in this Section will survive any termination of your use of the Services, the Terms or your access to the Company Properties. 

  1. Disclaimer of Warranties.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE COMPANY PROPERTIES IS AT YOUR SOLE RISK, AND THE COMPANY PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  THE COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE COMPANY PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE COMPANY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE COMPANY PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE COMPANY PROPERTIES WILL BE CORRECTED.  THE COMPANY IS NOT RESPONSIBLE FOR ANY IMPROPER USE OR MISUSE OF, OR FOR ANY INJURIES ARISING FROM ANY MODIFICATIONS OF, ANY PRODUCTS.  THE WEBSITE MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE COMPANY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. 

  1. Limitation of Liability. 

  1. Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE COMPANY PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE COMPANY PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE COMPANY PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE COMPANY PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE COMPANY PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE COMPANY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.  COMPANY DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY COMPANY’S NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW. 

  1. Cap on Liability.  UNDER NO CIRCUMSTANCES WILL COMPANY PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO Company by you FOR THE APPLICABLE PRODUCT OR GOOD PURCHASED BY YOU FROM THIS WEBSITE, and (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. 

  1. Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.  CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. 

  1. Term and Termination. 

  1. Term.  The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Company Properties, unless terminated earlier in accordance with the Terms. 

  1. Termination of Terms by Company.  Company may terminate these Terms at any time with or without cause, including if you have materially breached any provision of the Terms, or if Company is required to do so by law (e.g., where the provision of the Website is, or becomes, unlawful).  You agree that all terminations for cause shall be made in Company’s sole discretion and that Company shall not be liable to you or any third party for any termination of your use of the Services. 

  1. Termination of Terms by You.  If you want to terminate these Terms, you may do so by (a) notifying Company at any time and (b) ceasing any further use of the Website, including the purchase of products.  Your notice should be sent, in writing, to Company’s address set forth below.   

  1. Effect of Termination.  Termination of these Terms includes deletion of your files and content associated with you.  Upon termination of these Terms, your right to use the Website will automatically terminate immediately.  All provisions of the Terms, which by their nature should survive, shall survive termination of these Terms, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. 

  1. Arbitration Agreement. 

  1. Applicability of Arbitration Agreement.  Subject to the terms of this Arbitration Agreement, if you are using the Website in the United States, you and Company agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Company Properties, any communications you receive, any products sold or distributed through the Company Property and prior versions of these Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Company may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms. 

  1. Informal Dispute Resolution.  There might be instances when a Dispute arises between you and Company.  If that occurs, Company is committed to working with you to reach a reasonable resolution.  You and Company agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome.  You and Company therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”).  If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. 

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties.  Notice to Company that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to ssc@smart-skincare.com or regular mail to our offices located at 119 West 57th St, New York, New York, 10019.  The Notice must include: (1) your name, telephone number, mailing address, email address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. 

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.  In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute.  Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration.  The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this Section. 

  1. Waiver of Jury Trial.  YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Company are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12.1 (Applicability of Arbitration Agreement) above.  There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 

  1. Waiver of Class or Other Non-Individualized Relief.  YOU AND COMPANY AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 12.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.  ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim.  Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 12.9 (Batch Arbitration).  Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section 12.4 (Waiver of Class and Other Non-Individualized Relief), are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of New York.  All other Disputes shall be arbitrated or litigated in small claims court.  This Section does not prevent you or Company from participating in a class-wide settlement of claims. 

  1. Rules and Forum.  The Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.  If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Company agree that either party shall have the right to finally resolve the Dispute through binding arbitration.  The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section of this Arbitration Agreement.  The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. 

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”).  The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. 

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address.  Such counsel must also sign the Request.  By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. 

Unless you and Company otherwise agree, or the Batch Arbitration process discussed in Section 12.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside.  Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.  If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.  Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.  

You and Company agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. 

  1. Arbitrator.  The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators.  If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 12.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch. 

  1. Authority of Arbitrator.  The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 12.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 12.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 12.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 12.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 12.9 (Batch Arbitration).  The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The award of the arbitrator is final and binding upon you and us.  Judgment on the arbitration award may be entered in any court having jurisdiction. 

  1. Attorneys’ Fees and Costs.  The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).  If you or Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.  The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs. 

  1. Batch Arbitration.  To increase the efficiency of administration and resolution of arbitrations, you and Company agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Company by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). 

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.  To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”).  In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly.  The Administrative Arbitrator’s fees shall be paid by Company. 

You and Company agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. 

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision. 

  1. 30-Day Right to Opt Out.  You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Laura Torres, 119 West 57th St, New York, New York, 10019, within thirty (30) days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, the email address you used to order any products (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us. 

  1. Invalidity, Expiration.  Except as provided in Section 12.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.  You further agree that any Dispute that you have with Company as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred.  Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction. 

  1. Modification.  Notwithstanding any provision in these Terms to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, it will notify you.  Unless you reject the change within thirty (30) days of such change become effective by writing to Company at 119 West 57th St, New York, New York, 10019, your continued use of the Company Properties, including the acceptance of products and services offered on the Company Properties following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.  Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration.  If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Company Properties, any communications you receive, any products distributed through the Company Properties or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted the Terms (or accepted any subsequent changes to the Terms) remain in full force and effect.  Company will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms. 

  1. Third-Party Services.  The Company Properties may contain links to third-party websites, applications and advertisements for third parties (collectively, the “Third-Party Services”).  When you click on a link to a Third-Party Service, we will not warn you that you have left the Website and are subject to the terms and conditions (including privacy policies) of such Third-Party Service.  Such Third-Party Services are not under the control of Company.  Company is not responsible for any Third-Party Services.  Company provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Service, or any product or service provided in connection therewith.  You use all links in and to Third-Party Services at your own risk.  When you leave our Website, these Terms and our policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. 

  1. Social Media.  We may maintain a presence on and link to social media websites or applications, including Facebook, TikTok, and Instagram, (collectively, “Social Media Pages”), to provide a place for people to learn more about us and our services.  When you visit these Social Media Pages, you are no longer on our Website, but rather a website operated by a third party.  All comments, visuals and other materials posted by visitors to our Social Media Pages do not necessarily reflect our opinions, values or ideas.  All visitors to our Social Media Pages must comply with the respective social media platform’s terms of use. 

  1. Discounts and Promotions.  We may, in our sole discretion, create discounts and promotional codes or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”).  Unless otherwise expressly stated on the applicable Promo Code, Promo Codes may only be used once per person.  Only Promo Codes sent to you through official Company communication channels are valid.  You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not redeemable for cash; (vi) may expire prior to your use; (vii) are limited to one (1) use per customer; (viii) are only available while applicable supplies last; (ix) cannot be used in conjunction with any other offer or gift cards; and (x) only redeemable on the Website.  Unless otherwise stated at the time of issuance, all Promo Codes expire at the end of the promotion period stated on the Website, or if no such period is stated 120 days after issuance.  Special terms may apply to some promotions that may be offered on the Company Properties.  Such special terms (e.g. official contest rules) may be posted in connection with the applicable promotion.  Any such special terms are in addition to these Terms and, in the event of a conflict, any such terms shall prevail over these Terms. 

  1. General Provisions. 

  1. Electronic Communications.  The communications between you and the Company use electronic means, whether you visit the Company Properties or send the Company emails, or whether the Company posts notices on the Company Properties or communicates with you via email or text messages.  For contractual purposes, you (1) consent to receive communications from the Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights. 

  1. Assignment.  The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without the Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. 

  1. Force Majeure.  The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 

  1. Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to the Company Properties, please contact us at: ssc@smart-skincare.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. 

  1. Governing Law; Venue.  These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.    

  1. Notice.  Where the Company requires that you provide an email address, you are responsible for providing the Company with your most current email address.  In the event that the last email address you provided to the Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, the Company’s dispatch of the email containing such notice will nonetheless constitute effective notice.  You may give notice to the Company by sending an email to ssc@smart-skincare.com or letter to 119 West 57th St, New York, New York, 10019.  Such notice shall be deemed given when received by the Company by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address. 

  1. Waiver.  Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 

  1. Severability.  If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 

  1. Export Control.  You may not use, export, import, or transfer the Company Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Company Properties, and any other applicable laws.  In particular, but without limitation, the Company Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Company Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.  You also will not use the Company Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Company are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer the Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations. 

  1. Entire Agreement.  The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.