Terms
CLARITY COSMETICS, INC.
WEBSITE TERMS OF USE
Last Updated Date: April 10, 2026
Please read this Website Terms of Use Agreement (“Agreement”) carefully. This Agreement is a legal contract between you (“you” or “User”) and Clarity Cosmetics, Inc. (“Clarity Cosmetics”, “we” or “us”), and governs your access to and use of the Website (as defined below), including any products purchased through the Website (“Products”) and any other content, information, services, features or resources made available through the Website (collectively, with the Products, and Website, the “Service” or “Services”).
By accessing or using https://helloseen.com/ (“Website”), registering an account or accessing or using the Services, or clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.
IF YOU SUBSCRIBE TO ANY SUBSCRIPTION WE MAY OFFER THROUGH THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT CLARITY COSMETICS’ THEN-CURRENT FEE FOR SUCH SUBSCRIPTION UNLESS YOU OPT OUT OF THE AUTO-RENEWAL OR DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 4.3.1 BELOW.
SECTION 13 CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND CLARITY COSMETICS. AMONG OTHER THINGS, SECTION 13 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 13 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 13 CAREFULLY.
UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING 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.
THE AGREEMENT IS SUBJECT TO CHANGE BY CLARITY COSMETICS IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 14.7.
1. USE OF THE SERVICES AND CLARITY COSMETICS PROPERTIES. The Services are designed to provide Products, information, content and other resources to help you identify the best regimen to achieve your healthiest skin, scalp and hair. The Website, the Services, and the Products, information and content available on the Website and in the Services (as these terms are defined herein) (each, a “Clarity Cosmetics Property” and collectively, the “Clarity Cosmetics Properties”) are protected by copyright laws throughout the world. Subject to the Agreement, Clarity Cosmetics grants you a limited license to reproduce portions of Clarity Cosmetics Properties (excluding the Products) for the sole purpose of using the Services for your personal use in connection with your access and use to the Services. Unless otherwise specified by Clarity Cosmetics in a separate license, your right to use any and all Clarity Cosmetics Properties is subject to the Agreement.
1.1 Supplemental Terms. Your use of the Services is also subject to any additional terms, conditions and policies that we separately post on the Services (“Supplemental Terms”) which are incorporated by reference into this Agreement. To the extent there is any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement.
1.2 Updates. You understand that Clarity Cosmetics Properties are evolving. As a result, Clarity Cosmetics may require you to accept updates to Clarity Cosmetics Properties that you have installed on your computer or mobile device. You acknowledge and agree that Clarity Cosmetics may update Clarity Cosmetics Properties with or without notifying you. You may need to update third-party software from time to time in order to use Clarity Cosmetics Properties.
1.3 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Clarity Cosmetics Properties or any portion of Clarity Cosmetics Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Clarity Cosmetics Properties (including images, text, page layout or form) of Clarity Cosmetics; (c) you shall not use any metatags or other “hidden text” using Clarity Cosmetics’ 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 Clarity Cosmetics Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Clarity Cosmetics Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Clarity Cosmetics Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Clarity Cosmetics Properties. Any future release, update or other addition to Clarity Cosmetics Properties shall be subject to the Agreement. Clarity Cosmetics, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Clarity Cosmetics Property terminates the licenses granted by Clarity Cosmetics pursuant to the Agreement.
1.4 Emails and Text Messages.
1. By entering into these Terms or using the Services, you agree to receive communications from us, including via e-mail or direct messaging within the Services. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing Products or features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Clarity Cosmetics and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.
2. Clarity Cosmetics 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 support@helloseen.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.
2. REGISTRATION
2.1. Registering Your Account. In order to access certain features of Clarity Cosmetics Properties, you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Website (“Account”).
2.2 Registration Data. In registering an account on the Website, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (l) at least eighteen (18) years old; (m) of legal age to form a binding contract; and (n) not a person barred from using Clarity Cosmetics Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Clarity Cosmetics Properties by minors. You may not share your Account or password with anyone, and you agree to (y) notify Clarity Cosmetics immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Clarity Cosmetics has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Clarity Cosmetics has the right to suspend or terminate your Account and refuse any and all current or future use of Clarity Cosmetics Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. Clarity Cosmetics reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Clarity Cosmetics Properties if you have been previously removed by Clarity Cosmetics, or if you have been previously banned from any of Clarity Cosmetics Properties.
2.3 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Clarity Cosmetics Properties, including but not limited to, a mobile device that is suitable to connect with and use Clarity Cosmetics Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Clarity Cosmetics Properties. By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon the Services. Clarity Cosmetics will not assess and charge for any calls or texts, but standard message charges or other charged from your wireless carrier may apply. You may opt out of receiving text messages from us by emailing support@helloseen.com.
3. PURCHASING PRODUCTS.
3.1 Product Descriptions. Certain Products may be available exclusively online through the Website. These products may have limited quantities. Descriptions, images, references, features, content, specifications, Products, price and availability of any products and services are subject to change without notice. We have made every effort to display as accurately as possible the colors and images of our products that appear on the Website. Descriptions, images, references, features, content, specifications, products, prices, and availability of any Products 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 on the 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. By placing an order, you represent that the Products ordered will be used only in a lawful manner. We reserve the right, with or without prior notice, to limit the available quantity of or discontinue any Product; to honor, cancel or impose conditions or limitations on the honoring of, any coupon, coupon code, promotional code, referral credit or other similar promotions; to bar any user from making any or all purchases; and to refuse to provide any user with any Product. Without limiting the generality of the foregoing, we reserve the right, but are not obligated, to limit the sales of our Products to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Products that we offer. All descriptions of Products or Product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Product at any time. Any offer for any Product made on this Website is void where prohibited.
3.2 Order Acceptance. Each part of any order that you submit to Clarity Cosmetics constitutes an offer to purchase. If you do not receive a message from Clarity Cosmetics confirming receipt of your order, please contact our Customer Service department at support@helloseen.com before re-entering your order. Clarity Cosmetics’ confirmation of receipt of your order does not constitute Clarity Cosmetics’ acceptance of your order. Clarity Cosmetics is only deemed to have accepted your order once the product(s) you ordered have been shipped.
3.3 Order Issues. 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 e-mail 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.
3.4 Shipping. Products purchased through the Services will be shipped to the address you designate as the shipping address during the check-out process. Please visit our Shipping Information page for more information on shipping restrictions. Clarity Cosmetics is not responsible for taxes (including VAT), duties, brokerage, or delivery fees, or return postage applied to international shipments. Clarity Cosmetics recommends that you contact your customs office to inquire about import regulations prior to placing an order for Products, including any Subscription for Products. Clarity Cosmetics will not be liable for packages refused or held for delivery. Please note that refunds will not be issued for any order that is refused or abandoned by the intended recipient, orders that can't be delivered due to an address error, or orders seized by any customs agency or authority.
3.5 Return Policy. We want you to be happy with the Products that you purchase. If you are not completely happy with the Products, please feel free to refer to our Return Policy if you would like to return any Product you purchased through the Services. Please note that our Return Policy only applies to Products that you purchase directly from Clarity Cosmetics. If you purchase any Products from an authorized reseller of Clarity Cosmetics, please refer to such reseller’s return policy.
3.6 Order Cancellation. Clarity Cosmetics reserves the right at its discretion to cancel or reverse any payment, even if it has been previously confirmed by Clarity Cosmetics, as a result of any mistake or error, including any mistaken pricing, description error, or other error. Although it is unlikely that Clarity Cosmetics would refuse to accept an order, Clarity Cosmetics reserves the right to deny any order for any reason, including where the following situations arise: (i) insufficient information or errors in billing, payment, and/or shipping information; (ii) orders that cannot be processed due to erroneous information that you have provided, which includes, but is not limited to incorrect credit card or debit card number, expiration date, security value, or other incorrect information regarding payment types; (iii) suspected fraudulent information; or (iv) unavailability of a merchandise due to discontinuance or otherwise. If any Product is discontinued or otherwise becomes unavailable prior to delivery, Clarity Cosmetics reserves the right to cancel your order and provide you a refund for the amount paid for the Product. If this occurs, then Clarity Cosmetics will attempt to contact you so that you are aware of the situation.
3.7 Transfer of Risk and Title. Risk of loss of the Product passes to you on our delivery of the Product to the carrier, and you are responsible for any loss or damage to the Product from that point. You agree that claims against a carrier for damage during shipping are your responsibility.
3.8 Restrictions on Resale. To protect the intellectual property rights of Clarity Cosmetics and its licensors and suppliers, any resale of Products for personal and/or business profit is strictly prohibited. Clarity Cosmetics reserves the right to decline any order that we deem to possess characteristics of reselling.
4. FEES AND PURCHASE TERMS.
4.1 Third-Party Service Provider. Clarity Cosmetics uses Shopify, Inc. and its affiliates (“Shopify”) as its third-party service provider for payment services (e.g., credit card transaction processing, merchant settlement, and related services) (“Third-Party Service Provider”). If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. By using the Services, you hereby consent and authorize Clarity Cosmetics and Braintree and/or Shopify to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
4.2 Payment. You shall pay for all fees or charges (“Fees”) to your Account in accordance with the prices and billing terms in effect at the time a Fee is due and payable. By providing Clarity Cosmetics and/or our Third-Party Service Provider with your payment information, you agree that Clarity Cosmetics and/or our Third-Party Service Provider is authorized to immediately invoice your Account for all Fees due and payable to Clarity Cosmetics hereunder and that no additional notice or consent is required. You agree to immediately notify Clarity Cosmetics of any change in your payment information to maintain its completeness and accuracy. Clarity Cosmetics reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Clarity Cosmetics and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Services are non-refundable.
4.3 Subscriptions. If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the Fee for such Subscription (each, a “Service Subscription Fee”) will be billed at the start of the Subscription (each, a “Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase. Clarity Cosmetics reserves the right to change the timing of our billing. Clarity Cosmetics reserves the right to change the Subscription pricing at any time in accordance with the Section 14.7. If changes to the Subscription price occur that impact your Subscription, Clarity Cosmetics will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account. If you do not agree with such changes, you may cancel your Subscription as set forth in Section 4.3.2. No contract will exist between you and Clarity Cosmetics for the Services until Clarity Cosmetics accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication. For additional details on Clarity Cosmetics subscriptions, please visit Auto-Ship Management.
4.3.1 Automatic Renewal. If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Clarity Cosmetics’ then-current price for such Subscription until terminated in accordance with the Agreement. By subscribing, you authorize Clarity Cosmetics to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Clarity Cosmetics does not receive payment, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Clarity Cosmetics may either terminate or suspend your Subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).
4.3.2 Cancelling Subscriptions Purchased via Clarity Cosmetics; Effect of Cancellations. If you purchased your Subscription directly from Clarity Cosmetics, you may cancel your Subscription by logging into and going to the “Your Subscriptions” page of your “Account Login” page to select “Cancel”. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, please contact Clarity Cosmetics at support@helloseen.com or log in and go to the “Your Subscriptions” page on your “Account Logins” page to select “Cancel”. If you cancel your subscription, you may use your subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires.
4.4 Taxes. The Fees do not include any Sales Tax that may be due in connection with the Services provided under this Agreement. If Clarity Cosmetics determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Clarity Cosmetics shall collect such Sales Tax in addition to the Fees. If any Services or Products, or payments for any Services or Products, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Clarity Cosmetics, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Clarity Cosmetics for any liability or expense Clarity Cosmetics may incur in connection with such Sales Taxes. Upon Clarity Cosmetics’ request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
4.5 Discounts and Promo Codes. We may, in our sole discretion, create discounts and promotional codes that may be redeemed for credit in your Account, or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Promo Codes may only be used once per person. Only Promo Codes sent to you through official Clarity Cosmetics communications 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; and (vi) may expire prior to your use.
4.6 Import Duties and Taxes. When you order products for overseas delivery, you may be subject to import duties and taxes, which are levied when the package with the products arrives at the destination that you specified. Any charges for customs clearance have to be borne by you, as Clarity Cosmetics has no control over such charges and cannot foresee the amount charged (if any). Since customs policies vary from country to country, you should contact the customs office in the country where you have us ship your purchase to get more information. As between Clarity Cosmetics and you, you are considered the importer of record and must comply with all laws and regulations of such country.
4.7 Free Trials and Other Promotions. Any free trial or other promotion that provides Registered User level access to the Services must be used within the specified time of the trial. At the end of the trial or promotional period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable Service Subscription fee. If you are inadvertently charged for a Subscription, please contact Clarity Cosmetics to have the charges reversed.
5. OWNERSHIP
5.1 Clarity Cosmetics Properties. You agree that Clarity Cosmetics and its suppliers own all rights, title and interest in Clarity Cosmetics Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Clarity Cosmetics Properties.
5.2 Trademarks. and all related graphics, logos, service marks and trade names used on or in connection with any Clarity Cosmetics Properties or in connection with the Services are the trademarks of Clarity Cosmetics 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 Clarity Cosmetics Properties are the property of their respective owners.
5.3 Other Content. You agree that you have no right, title, or interest in or to any Content that appears on or in Clarity Cosmetics Properties, except Your Content as expressly described herein.
5.4 License to Your Content. You grant Clarity Cosmetics a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, any Content you may post, email, transmit or otherwise make available to or share with us (“Your Content”) (in whole or in part) throughout the world in any media for the purposes of operating and providing Clarity Cosmetics Properties to you and to our other users. Please remember that other users may search for, see, use, modify and reproduce any of the Content you may post that you submit to any “public” area of Clarity Cosmetics Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in any content you may post, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Clarity Cosmetics, are responsible for all of the Content you may post on or in Clarity Cosmetics Properties.
5.5 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Clarity Cosmetics through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Clarity Cosmetics 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 Clarity Cosmetics 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 Clarity Cosmetics Properties and/or Clarity Cosmetics’ business.
5.6 Ratings, Reviews, and Testimonials. The Services allow you to post reviews, ratings and comments about Clarity Cosmetics Products (collectively, “Reviews”), and you are solely responsible for any content, opinion, statement, recommendation or advance contained therein. Reviews posted on our Services are Your Content or the Content of other users and such Content is not endorsed by Clarity Cosmetics nor does such Content represent the views of Clarity Cosmetics. You acknowledge that any opinions, statement, recommendation, ratings, offers, advice or other information presented or disseminated in any Review are those of their respective authors who are solely responsible and liable for their content. Clarity Cosmetics shall have the right, but not the obligation to monitor or review any Reviews at any time. Clarity Cosmetics reserves the right to refuse to post or remove any material submitted or posted in any Review. Because we expect users to maintain a high level of integrity with respect to ratings and reviews posted through the Services, you agree: (i) to base any rating or review you post only on your first-hand experience with Clarity Cosmetics; (ii) you will not provide a rating or review for Clarity Cosmetics if you have an employment relationship or other affiliation with Clarity Cosmetics; (iii) you will not submit a rating or review in exchange for payment or other benefits from any individual or entity, provided, however, that you may submit a review if you received complimentary products through an authorized third-party review or sampling program approved or engaged by Clarity Cosmetics, so long as (a) your review is based on your genuine, first-hand experience with the applicable product, and (b) you clearly and conspicuously disclose in your review that you received the product free of charge or at a discount; and (iv) your review will comply with the terms of this Agreement. If Clarity Cosmetics determines, in our sole discretion, that any rating or review could diminish the integrity of the ratings and reviews, we may exclude such Content without notice. The Services may also allow you to submit photographs of yourself before you started using Clarity Cosmetics Products (“Before Photographs”), as well as photographs of yourself after using Clarity Cosmetics Products for a period of time (“After Photographs”) (together, the “Photographs”). Such Photographs are considered Your Content. By submitting your Reviews and Photographs, you grant Clarity Cosmetics and its agents the worldwide, perpetual (even after termination of this Agreement) irrevocable, royalty-free, non-exclusive and sub-licensable right to use, reproduce, copy, publish, display, distribute, perform, translate, adapt, modify, and otherwise exploit the Photographs, to display your name and likeness in connection therewith, and to incorporate the Photographs in other works in any and all markets and media, whether now known or hereafter discovered, without any additional approval or consideration, in connection with advertising and marketing Clarity Cosmetics and the Clarity Cosmetics Products and to otherwise provide or improve the Products and Services. Photographs submitted by you must not violate any applicable laws, rules, and regulations. Clarity Cosmetics shall have no obligation to copy, publish, display, or otherwise exploit the Reviews or Photographs.
6. THIRD-PARTY SERVICES. Clarity Cosmetics Properties may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website or Third-Party Ad, we will not warn you that you have left Clarity Cosmetics Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Ads are not under the control of Clarity Cosmetics. Clarity Cosmetics is not responsible for any Third-Party Websites or Third-Party Ads. Clarity Cosmetics provides these Third-Party Websites and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites and Third-Party Ads at your own risk. When you leave our Website, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
7. INDEMNIFICATION. You agree to indemnify and hold Clarity Cosmetics, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Clarity Cosmetics Party” and collectively, the “Clarity Cosmetics Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Clarity Cosmetics Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Clarity Cosmetics 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 Clarity Cosmetics in asserting any available defenses. This provision does not require you to indemnify any of the Clarity Cosmetics Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Clarity Cosmetics Properties.
8. DISCLAIMER OF WARRANTIES
8.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF CLARITY COSMETICS PROPERTIES IS AT YOUR SOLE RISK, AND CLARITY COSMETICS PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. CLARITY COSMETICS 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 ARISING FROM USE OF THE WEBSITE. THIS SECTION 8 DOES NOT AFFECT IN ANY WAY OUR RETURN POLICY FOR THE PRODUCTS.
A. CLARITY COSMETICS PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) CLARITY COSMETICS PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF CLARITY COSMETICS PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF CLARITY COSMETICS PROPERTIES WILL BE ACCURATE OR RELIABLE.
B. ANY CONTENT ACCESSED THROUGH CLARITY COSMETICS PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS CLARITY COSMETICS PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
C. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. CLARITY COSMETICS MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLARITY COSMETICS OR THROUGH CLARITY COSMETICS PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Certain state laws do not allow limitations on implied warranties. If these laws apply to you, some or all of the foregoing disclaimers, exclusions and limitations may not apply to you, and you might have additional rights.
8.2 No Liability for Content. THE SERVICE CONTAINS OPINIONS AND VIEWS OF CLARITY COSMETICS. CLARITY COSMETICS DOES NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY, EFFICACY, OR VERACITY OF ANY CONTENT POSTED BY CLARITY COSMETICS THAT ARE MADE AVAILABLE THROUGH THE SERVICES.
8.3 No Liability for Conduct of Third Parties or Products. YOU ACKNOWLEDGE AND AGREE THAT CLARITY COSMETICS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CLARITY COSMETICS PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
8.4 Professional Advice Disclaimer.
THE CONTENT AND INFORMATION LOCATED ON THE CLARITY COSMETICS PROPERTIES ARE DESIGNED FOR EDUCATIONAL AND INFORMATIONAL, PURPOSES ONLY AND IS NOT CONSTRUED TO BE ADVICE OF ANY KIND. YOU SHOULD NOT RELY ON INFORMATION AVAILABLE IN OR VIA THE CLARITY COSMETICS PROPERTIES AS A SUBSTITUTE FOR PROFESSIONAL ADVICE, INCLUDING MEDICAL ADVICE. YOU MUST NOT RELY ON ANY OF THE CONTENT AND INFORMATION FOR ANY PURPOSES WHATSOEVER, AND YOU MUST SEEK YOUR OWN INDEPENDENT PROFESSIONAL ADVICE BEFORE RELYING ON OR OTHERWISE DECIDING TO TAKE ANY ACTION ON THE BASIS OF ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES.
IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF INFORMATION OR CONTENT AVAILABLE ON THE CLARITY COSMETICS PROPERTIES. THE USE OF INFORMATION AND CONTENT PROVIDED THROUGH THE CLARITY COSMETICS PROPERTIES IS SOLELY AT YOUR OWN RISK.
NOTHING STATED OR POSTED ON THE CLARITY COSMETICS PROPERTIES OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE INCLUDES, WITHOUT LIMITATION, PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE.
THE CLARITY COSMETICS PROPERTIES ARE CONTINUALLY UNDER DEVELOPMENT AND CLARITY COSMETICS MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE.
9. LIMITATION OF LIABILITY
9.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL CLARITY COSMETICS PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT CLARITY COSMETICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Liability. IF YOU HAVE PURCHASED ANY PRODUCTS FROM CLARITY COSMETICS THROUGH THE SERVICES, UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE CLARITY COSMETICS INDEMNITEES ARE LIABLE TO YOU EXCEED THE LESSER OF (A) THE TOTAL AMOUNT ACTUALLY PAID TO CLARITY COSMETICS BY YOU DURING THE SIX-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE OR REGULATION UNDER WHICH SUCH CLAIM ARISES. IF YOU HAVE NOT PURCHASED ANY PRODUCTS FROM CLARITY COSMETICS THROUGH THE SERVICES, UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE CLARITY COSMETICS INDEMNITEES ARE LIABLE TO YOU EXCEED ONE HUNDRED DOLLARS ($100).
9.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLARITY COSMETICS AND YOU.
9.4 Exclusions. The laws of some states do not allow for the exclusion or limitation of certain damages. If these laws not apply to you, some or all of the foregoing disclaimers, exclusions and limitations may not apply to you and you might have other rights.
10. REMEDIES
10.1 Violations. If Clarity Cosmetics becomes aware of any possible violations by you of the Agreement, Clarity Cosmetics reserves the right to investigate such violations. If, as a result of the investigation, Clarity Cosmetics believes that criminal activity has occurred, Clarity Cosmetics reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Clarity Cosmetics is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Clarity Cosmetics Properties, including Your Content, in Clarity Cosmetics’ possession in connection with your use of Clarity Cosmetics Properties, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Terms, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Clarity Cosmetics, its Users or the public, and all enforcement or other government officials, as Clarity Cosmetics in its sole discretion believes to be necessary or appropriate.
10.2 Breach. In the event that Clarity Cosmetics determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for Clarity Cosmetics Properties, Clarity Cosmetics reserves the right to: (a) warn you via e-mail (to any e-mail address you have provided to Clarity Cosmetics) that you have violated the Agreement; (b) delete any of Your Content provided by you or your agent(s) to Clarity Cosmetics Properties; (c) discontinue your registration(s) with any of Clarity Cosmetics Properties, including any Services or any Clarity Cosmetics community; (d) discontinue your Subscription; (e) notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (f) pursue any other action which Clarity Cosmetics deems to be appropriate.
11. TERM AND TERMINATION
11.1 Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Clarity Cosmetics Properties, unless terminated earlier in accordance with the Agreement.
11.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Clarity Cosmetics Properties or (b) the date you accepted the Agreement and will remain in full force and effect while you use any Clarity Cosmetics Properties, unless earlier terminated in accordance with the Agreement.
11.3 Termination of Services; Effect of Termination. At its sole discretion, Clarity Cosmetics may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, Clarity Cosmetics reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Clarity Cosmetics for Products purchased will remain due. Upon termination of this Agreement, all provisions which by their nature are intended to survive termination will survive, including without limitation, Sections 4 through 9, 11, 13, and 14.
12. INTERNATIONAL USERS. The Services are controlled and offered by Clarity Cosmetics from its facilities in the United States of America. Clarity Cosmetics makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
13. DISPUTE RESOLUTION. Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Clarity Cosmetics and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
13.1 Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in this Agreement as the “Arbitration Agreement.” You agree that any and all disputes, claims, controversies or disagreements that have arisen or may arise between you and Clarity Cosmetics, whether arising out of or relating in any way to your access to or use of the Agreement (including any alleged breach thereof), the Website, Products, Services, any advertising or communications you receive, or any aspect of the relationship or transactions between us (each, a “Dispute”) will be resolved exclusively by final and binding arbitration, rather than in court, in accordance with the terms of this Arbitration Agreement except that: (1) you and Clarity Cosmetics may assert individual claims in small claims court if such claims qualify and remain in small claims court; and (2) you or Clarity Cosmetics 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 the Agreement as well as claims that may arise after the termination of the Agreement. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.
13.2 Waiver of Jury Trial. YOU AND CLARITY COSMETICS 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 Clarity Cosmetics are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the Section 13.1 above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
13.3 Waiver of Class and Other Non-Individualized Relief. 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, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. 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 13.9 below. Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Clarity Cosmetics 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 Montgomery County, Maryland. All other Disputes shall be arbitrated or litigated in small claims court. This Section does not prevent you or Clarity Cosmetics from participating in a class-wide settlement of claims.
13.4 Informal Dispute Resolution. Clarity Cosmetics is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing Clarity Cosmetics’ customer support at support@helloseen.com. If such efforts prove unsuccessful, you and Clarity Cosmetics agree that good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Clarity Cosmetics agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically or via videoconference(“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate in the conference.
To initiate Informal Dispute Resolution, a party must give notice to the other party (“Notice”). Such Notice to Clarity Cosmetics should be sent by email to email@helloseen.com or regular mail to our offices located at Clarity Cosmetics, 10319 Westlake Drive, PMB 185, Bethesda, Maryland 20817 (“Notice Address”). The Notice must include: (1) your name, telephone number, mailing address, e‐mail 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. Clarity Cosmetics will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date.
The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. During this period, either party has the option to ask the other to participate in an Information Dispute Resolution Conference as part of a good faith effort to resolve the 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.
The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in Informal Dispute Resolution.
13.5 Rules and Forum. The Agreement evidences 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, including the procedures governing Batch Arbitration, and any arbitration. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within forty-five (45) days after receipt of Notice, you and Clarity Cosmetics agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail 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 will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Clarity Cosmetics should be sent by email to email@helloseen.com or the Notice Address. Clarity Cosmetics will provide the Demand to your email address on file.
If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand 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 (“Counsel’s Certification”).
Unless you and Clarity Cosmetics otherwise agree, or the Batch Arbitration process discussed below is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in Montgomery County, Maryland, or, at your election, in the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”). However, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Clarity Cosmetics will pay as much of the arbitration fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.
You and Clarity Cosmetics 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.
You and Clarity Cosmetics agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.
13.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Maryland and will be selected by the parties from NAM’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 Demand, then NAM will appoint the arbitrator in accordance with the NAM Rules, provided that if the Batch Arbitration process is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.
13.7 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 that all Disputes arising out of or relating to the Section 13.3, including any claim that all or part of Section 13.3 is unenforceable, illegal, void or voidable, or that such Section 13.3 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. 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.
13.8 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)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules.
13.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Clarity Cosmetics agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Clarity Cosmetics by or with the assistance of the same law firm, group of law firms, or organizations (“Claimants’ Counsel”), within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.
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 issue(s) 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 NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “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 Clarity Cosmetics.
You and Clarity Cosmetics agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, 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, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.
13.10 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 the Notice Address or email@helloseen.com, 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 set up your Clarity Cosmetics account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Clarity Cosmetics’ rights. If you opt out of this Arbitration Agreement, all other parts of these Terms of Service 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 with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.
13.11 Invalidity, Expiration. Except as provided in Section 13.3, if any part or parts of this Arbitration Agreement (other than Section 13.9) 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. However, if Section 13.9 of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in Montgomery County, Maryland. You further agree that any Dispute that you have with Clarity Cosmetics as detailed in this Arbitration Agreement must be initiated 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.
13.12 Modification. You and we agree that Clarity Cosmetics retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted within your Account and on the Website and you should check for updates regularly. We agree that if Clarity Cosmetics makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Website or Services, including purchase of Products through the Website or Services, following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of this Agreement with an arbitration agreement and you did not validity opt of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Clarity Cosmetics will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of the Agreement.
14. GENERAL PROVISIONS.
14.1 Electronic Communications. The communications between you and Clarity Cosmetics may take place via electronic means, whether you visit Clarity Cosmetics Properties or send Clarity Cosmetics e-mails, or whether Clarity Cosmetics posts notices on Clarity Cosmetics Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Clarity Cosmetics in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Clarity Cosmetics 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, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
14.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Clarity Cosmetics’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
14.3 Force Majeure. Clarity Cosmetics 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.
14.4 Governing Law; Exclusive Venue. This Agreement and any action related thereto shall be governed and interpreted by and under the laws of the State of Maryland, without regard to conflicts of law provisions. The United Nations Convention on Contracts for the International Sales of Goods does not apply to this Agreement. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Clarity Cosmetics agree that the exclusive jurisdiction of any dispute arising out of, or relating to, this Agreement or any dispute arising out of, or relating to, this Agreement or services provided in connection therewith shall be in the state and federal courts located in Montgomery County, Maryland.
14.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Clarity Cosmetics Properties, please contact us at the Notice Address. 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.
14.6 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
14.7 Agreement Updates. When changes are made, Clarity Cosmetics will make a new copy of this Agreement and/or Supplemental Terms, as applicable, available on the Services, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. Clarity Cosmetics may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICES.
14.8 Notice. Where Clarity Cosmetics requires that you provide an e-mail address, you are responsible for providing Clarity Cosmetics with your most current e-mail address. In the event that the last e-mail address you provided to Clarity Cosmetics is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, Clarity Cosmetics’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Clarity Cosmetics to the address above. Such notice shall be deemed given when received by Clarity Cosmetics by letter delivered by nationally recognized.
14.9 Waiver. No waiver of any provision herein shall be valid unless in writing and signed by an authorized representative of both you and Clarity Cosmetics. Clarity Cosmetics’ failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.
14.10 Severability. If any provision of this Agreement is determined to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.
14.11 Export Control. You may not use, export, import, or transfer Clarity Cosmetics Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Clarity Cosmetics Properties, and any other applicable laws. In particular, but without limitation, Clarity Cosmetics 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 Clarity Cosmetics Properties, you represent and warrant that (y) 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 (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Clarity Cosmetics 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 Clarity Cosmetics 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 Clarity Cosmetics products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
14.12 Entire Agreement. This Agreement is the entire and exclusive agreement between the parties, and it supersedes all previous communications, representations or agreements, either oral or written, between them with respect to this subject matter. No representations or statements of any kind made by any affiliate of Clarity Cosmetics, which are not included in this Agreement, shall be binding on Clarity Cosmetics or its affiliates.
