- The Company:
The Website is owned and operated by Natasha Denona Make Up LLC (the “Company”).
Company's address: 39 East 30th Street
New York, NY 10016
- This is a Legally-Binding Agreement Between the Company and You:
- 2.1.This Agreement constitutes the exclusive legal basis for any litigation proceeding concerning use of the Website, services provided therein or any other related matter between the user and the Company or any representative thereof.
- 2.2.Using the Website or its services is an indication that you have read, understood and fully accepted all provisions of this Agreement.
- 2.3.Any right not expressly granted to you in this Agreement is reserved to Company.
- 2.4.By using the Website, you expressly represent and warrant that you are at least eighteen (18) years old and are otherwise legally qualified to enter into and form contracts under applicable law. If you are using the Website on behalf of a company, you further represent and warrant that you are authorized to act and enter into contracts on behalf of that company. You also represent and warrant that you own and are authorized to use the credit card and email address submitted by you in conjunction with any purchase or other transaction initiated on the Website.
- Changes to this Agreement:
The Company reserves its right to change, adjust, replace or update this user Agreement from time to time without requiring the user consent. Unless otherwise instructed, the changes will take effect upon their publication on the Website. For most changes, which are not significant, the Company will attempt to update you concerning any change in the Terms through a notice on the Website. For material changes, Company will provide you notice of the same by email. Your continued use of the Website after such changes constitutes consent to the Agreement, as amended.
- Makeup Artist Program:[g1]
The Company provides a discount of up to thirty percent (30%) off[LA2] eligible products, as selected by Company at its sole discretion (“Eligible Products"), to[Y3] [LA4] cosmetic industry professionals (the “Makeup Artist Program”). Company reserves the right to change the Eligible Products from time to time as it deems fit and without notice to you. As[LA5] a prerequisite to participating in the Makeup Artist Program, the registrant is required to present documentation of eligibility, such as a certificate of completion from an accredited makeup school, cosmetology license, a portfolio or any other proof that is satisfactory in Company’s sole discretion. Company[LA6] reserves the right to revoke or refuse participation in the Makeup Artist Program to any registrant in its sole discretion for any reason, or no reason at all, and to change the qualifications for participation. Registrants will not be eligible to the Makeup Artist Program discount until such proof is presented to and approved by the Company[LA7] . Registration in the Makeup Artist Program is personal and the associated benefits cannot be transferred or shared with any other person or entity. It is up to you to remember to use your Makeup Artist Program discount, and no refunds will be honored for your failure to provide timely documentation of eligibility or application of the discount[Y8] [Y9] [Y10] .
No Double Discounts. Eligible Products are exclusive of discounted Products, including without limitation, all Products on sale or offered as part of any package or promotion. The Makeup Artist Program discount cannot be applied to any already-discounted Product, even if such Products were previously designated as Eligible Products.
- The Products:
- Product information is available at our Website. While the Company attempts to provide an accurate description of the products in this Website, the Company does not warrant the accuracy, completeness, reliability or currency of such descriptions. All details, descriptions and images of the products listed on the Website are intended only to provide a general indication of the products and merely for illustration purpose. Because the brightness and color settings vary[LA11] from device to device or may be inaccurate for other technical reasons outside of Company’s control, the Product colors you see when viewing the Website may not be accurate.
- You understand and agree that nothing on the Website is intended as or should be construed as medical advice. The statements made about the Products have not been evaluated by the U.S. Food and Drug Administration or any other government agency and the results reported, if any, may not necessarily occur in all individuals. The statements made about the Products are not intended to diagnose, treat, cure, or prevent any condition or disease. It is your sole responsibility to review all Product information and ingredients to avoid potential allergic or other negative reactions thereto. Company is not responsible for any typos or errors in the ingredient list, or damages arising therefrom, so long as such typos or errors are not made in bad faith. If you have an adverse reaction to using any Product, you should discontinue use immediately and seek emergency medical treatment[LA12] [g13] .
- Company does not guarantee the availability of specific Products.
- 7.1.You agree to pay for the Products according to the price indicated in your shopping cart at the time of purchase, in addition to all applicable taxes and shipping and handling charges.
- 7.2.Product pricing may be changed at any time at the Company’s discretion.
- 7.3.Prices of products may vary between the online store and the Company's physical stores.
- 7.4.During sales or promotions when a percentage of the regular price is discounted, if the resulting sales price includes a fraction of a cent (or equivalent lowest form of currency), then it will be rounded up to the next cent.
- 7.5.Unless otherwise indicated in your shopping cart at the time of your purchase, all prices are in U.S. Dollars ($USD).
- Orders and Shipping:
- 8.1.Before placing any order through the Website, you will be required to provide certain information necessary to process your order, including but not limited to your name, mailing address, billing address, telephone number and payment information. The Company does not hold any responsibility for loss and/or damage due to an error or inaccuracy in the information as provided by you.
- 8.2.The maximum order quantity permitted for a single SKU in a single order is 4 pieces.
- 8.3.Shipment of the Products are subject to the availability of the ordered items in stock. Company reserves the right to cancel any order, whether in whole or in part, and refund all corresponding charges, in the event of insufficient stock of your ordered Product.
- 8.4.After your order is placed, you will receive an e-mail confirmation that will include a summary of the principle terms and conditions, information about essential characteristics of the Products purchased, the price of the purchased Product and the payment method, the shipping information and its rate, information of the cancellation policy and the conditions thereof, the address to which you should refer complaints, and the Product warranty, if any.
- 8.5.In the event that an order confirmation has not been received within 24 hours after the order is placed, you should contact the Company via email at firstname.lastname@example.org[Y14] [LA15] [g16] or through the Contact Us form on the Website Company will not be responsible for delays due to technical issues.
- 8.6.Shipping costs, particularly for international orders, vary due to factors outside of Company’s control. Your actual shipping costs will be displayed to you as part of the checkout process. Estimated shipping methods and costs are as follows, and are provided as a guide only[LA17] , and can change from time to time:
All US orders ship FedEx Express 3-4 business days[Y18] [g19]
- Orders up to $100* -- $15-20 fee
- Orders over $100* -- Free Economy Shipping
- Orders over $200* -- Free Express Shipping (exclusions apply)
- Overnight Shipping - $25 flat fee
All international orders ship FedEx Express 4-6 business days
- Orders up to $150* -- $25-$30 flat fee depending on the region
- Orders over $150* – Free Shipping
*qualifying total taken after discount and before tax
- 8.7.At this time, the Company does not ship to the following countries: Algeria, Andorra, Montenegro, Nepal, Nigeria, Russia, Serbia, Seychelles, Spain, Thailand, Tonga, and Turkey.
- 8.8.Products that contain sunscreen cannot ship to Canada and will be removed from your order at checkout or after you submit your order if you enter a Canadian shipping address[LA20] .
- 8.9.International shipments (subject to service availability) delivered to or picked up from remote and less-accessible locations are assessed an out-of-delivery area or out-of-pickup-area surcharge of minimum $25 in addition to the above shipping costs.
- 8.10. You agree to pay all additional costs resulting from customs clearance charges, import duties, local taxes and/or any other import fees. The Company will not be responsible and will not bear the costs for any additional charges due to local laws, customs, duties or any type of local import taxation. It is your sole responsibility to be aware of local laws in your location (and/or the location of the shipping address provided by you) with[LA21] respect to goods purchased from the Company and be the sole bearer of costs and other consequences resulting from them. Note that when customs clearance procedures are required, it can cause substantial delays beyond Company’s original delivery estimates. In the event that you choose not to pay these fees and request a refund, you will be refunded in the amount of the original payment less the cost to clear the package for return to the Company as well as the outbound and return shipping costs[LA22] , and will have no claims against Company regarding the order at issue, which Company shall not be required to fulfill.
- 9.1.You agree to pay in full for all Products purchased by you through the Website according to the payment terms agreed upon by you during the checkout process.
- 9.2.The Company accepts payment by PAYPAL and all major credit cards. Payment for online purchases by checks, cash, vouchers, coupons, and/or any other form of currency is not possible.
- 9.3.All transmissions of payment information between you and Company are secured with Internet-standard TLS (also known as HTTPS) encryption[LA23] [g24] .
- Return Policy:
- 10.1. If you are unsatisfied with any portion of your Website order, you may return the Product(s) within 30 days[LA25] of receipt[LA26] , unopened and in their original packaging only. Due to the nature of the Products, Company cannot accept returns of opened Products. Once the return is received and processed, your payment card will be refunded for the purchase price of the returned Product(s[LA27] ); provided, however, that Company shall not be responsible for any delays in processing the refund resulting from your bank or credit card company.
- 10.2. Shipping costs are non-refundable. You will be responsible for any and all shipping and handling charges, including the original delivery as well as the return shipment. If the order being returned received free shipping, Company’s actual cost of shipping the order will be deducted from the credit or refund issued to you for the returned Product(s). Shipping cost is non-refundable for undelivered, unclaimed, returned, or refused packages.
- 10.3. Any items stated to be “final sale” will not be eligible for refund or exchange.
- 10.4. Only items purchased from the Website are eligible for refund/exchange. The Company does not accept return of items purchased from third-party retailers.
- 10.5. You must coordinate the return of the item with the Company's customer service team by emailing: email@example.com[Y28] or through the Contact Us form on the Website.
Subject to your compliance with these Terms, Company grants you a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access the Website. No part of the Website, may be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted, or otherwise exploited for any commercial purpose without the prior express written consent of Company. All rights not expressly granted in this Agreement are reserved by Company. Without limitation, this Agreement grants you no rights to the intellectual property of Company or any other party, except as expressly stated in this Agreement. The license granted in this section is conditioned on your compliance with this Agreement. Your rights under this section will immediately terminate if, in the sole judgment of Company, you have breached any provision of this Agreement.
- No Reliance on Third Party Content:
Opinions, advice, statements, or other information made available through the Website by third parties are those of their respective authors, and should not necessarily be relied upon[LA29] [g30] . Those authors are solely responsible for their content. Company does not: (i) guarantee the accuracy, completeness, or usefulness of any third-party information accessible on or through the Website; or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by a third party through the Website. Under no circumstances will Company be responsible for any loss or damage resulting from your reliance on information or other content posted through the Website transmitted to or by any third party.
- Assumption of Risk; Release:
You knowingly and freely assume all risk when using the Website and Products. You, on behalf of yourself, your personal representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify Company and its owners, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns (collectively, the "Company Parties") from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to you or to third parties, that may result from your use of the Website or Products.
- User Account, Accuracy, and Security:
- 14.2. You may be asked to provide a username, password, and possibly other information to secure your Account. You are entirely responsible for maintaining the confidentiality of your password. You may not use the username or password of any other person, nor may you share your username and password, nor may you circumvent any authentication mechanism requiring the entry of usernames, passwords, or any other information to gain unauthorized access to the Website. You agree to notify Company immediately of any unauthorized use of your Account. Company shall not be liable for any loss that you incur because of someone else using your Account, either with or without your knowledge. You may be held liable for any losses incurred by Company, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of your Account.
- Consent to Receive Electronic Communications from Company:
By registering for the Website and providing your name, email, postal or residential address, and/or phone number through the Website, you expressly consent to receive electronic and other communications from Company, over the short term and periodically, including email communications. These communications will be about new Product offers, promotions, and other matters. You may opt out of receiving electronic communications at any time by following the unsubscribe instructions contained in each communication, or by contacting us at firstname.lastname@example.org. You agree that these electronic communications satisfy any legal requirements that communications or notices to you be in writing[LA31] [g32] .
- Third-Party Websites:
The Website may be linked with the websites of third parties ("Third-Party Websites"), some of whom may have established relationships with Company and some of whom may not. Company does not have control over the content and performance of Third-Party Websites. Company has not reviewed, and cannot review or control, all of the material, including computer software or other goods or services, made available on Third-Party Websites. Accordingly, Company does not represent, warrant, or endorse any Third-Party Websites, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or services available through Third-Party Websites. Company disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of Third-Party Websites.
- Prohibited Conduct:
Company imposes certain restrictions on your use of the Website. Any violation of this section may subject you to civil and/or criminal liability. The following are expressly prohibited: (a) providing false, misleading, or inaccurate information to Company or any other person in connection with the Website; (b) impersonating, or otherwise misrepresenting affiliation, connection, or association with, any person or entity; (c) modifying or changing the placement and location of any advertisement posted through the Website; (d) harvesting or otherwise collecting information about users, including email addresses and phone numbers; (e) without express written permission from Company, using or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on Third-Party Websites; (f) accessing content or data not intended for you, or logging into a server or account that you are not authorized to access; (g) attempting to probe, scan, or test the vulnerability of the Website, or any associated system or network, or breaching security or authentication measures without proper authorization; (h) interfering or attempt to interfere with the use of the Website by any other user, host, or network, including (without limitation) by submitting malware or exploiting software vulnerabilities; (i) forging, modifying, or falsifying any network packet or protocol header or metadata in any connection with, or transmission to, the Website (for example, SMTP email headers, HTTP headers, or Internet Protocol packet headers); (j) while using the Website, using ad-blocking or other content-blocking software, browser extensions, or built-in browser options designed to hide, block, or prevent the proper display of online advertising; (k) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Company Parties in providing the Website, including without limitation any fraudulent effort to modify software or any other technological mechanism for measuring the number of impressions generated by individual content and/or the overall Website to determine and/or audit advertising revenues and payments, if applicable; (l) creating additional accounts to promote your (or another's) business, or causing others to do so; or (m) paying anyone for interactions on the Website.
- Intellectual Property[Y33] [g34] :
- 18.1. You represent and warrant that, when using the Website, you will obey all applicable laws and respect the intellectual property rights of others. Your use of the Website is at all times governed by and subject to copyright and other intellectual property laws. You agree not to upload, post, transmit, display, perform, or distribute any content, information, or other materials in violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.
- 18.2. Trademarks. Company’s name and the Company logo, and the Product names and marks (collectively, the "Company Marks") are trademarks or registered trademarks of Company. Other trademarks, service marks, graphics, logos, and domain names appearing anywhere on, through, or in connection with the Website may be the trademarks of third parties. Neither your use of the Website nor this Agreement grant you any right, title, or interest in, or any license to reproduce or otherwise use, the Company Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You agree that any goodwill in the Company Marks generated as a result of your use of the Website will inure to the benefit of Company, and you agree to assign, and do assign, all such goodwill to Company. You shall not at any time, nor shall you assist others to, challenge Company’s right, title, or interest in, or the validity of, the Company Marks.
- 18.3. Copyright. All content and other materials available through the Website, including without limitation the Company logo, design, text, graphics, and other files, and their selection, arrangement, and organization, are either owned by Company or are the property of Company’s licensors and suppliers. Except as explicitly provided, neither your use of the Website nor this Agreement grant you any right, title, or interest in any such materials.
- DISCLAIMERS, LIMITATION OF LIABILITY:
Company, on behalf of itself and its licensors and suppliers, expressly disclaims any and all warranties, express or implied, regarding the Website, arising by operation of law or otherwise, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. Neither Company nor its licensors or suppliers warrants that the Website or Products will meet your requirements, or that the operation of the Website will be uninterrupted or error-free. Company disclaims all implied liability for damages arising out of the furnishing of the Products or the Website pursuant to this Agreement, including without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects, whether caused by acts of commission or omission, or any other damage occurring. Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including without limitation damages for lost profits or lost revenues), whether caused by the acts or omissions of Company, Company Parties, or Company users, or their agents or representatives.
- 19.2. Your Responsibility for Loss or Damage; Backup of Data.
You agree that your use of the Products and Website is at your sole risk. You will not hold Company or its licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use of the Products or Website, including without limitation any loss or damage to any of your computers, mobile devices, including without limitations tablets and/or smartphones, or data. The Website may contain bugs, errors, problems, or other limitations.
- 19.3. Limitation of Liability
In no event shall Company or its licensors or suppliers be liable to you for any claims arising from your use with the Products or Website, including without limitation for special, incidental, or consequential damages, lost profits, lost data or confidential or other information, loss of privacy, costs of procurement of substitute goods or services, failure to meet any duty including without limitation of good faith or of reasonable care, negligence, or otherwise, regardless of the foreseeability of those damages or of any advice or notice given to Company or its licensors and suppliers arising out of or in connection with your use of the Products or Website. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Company and you. The Website would not be provided without such limitations.
- 19.4. Application of Disclaimers
The above disclaimers, waivers, and limitations do not in any way limit any other disclaimer of warranties or any other limitation of liability in any other agreement between you and Company or between you and any of Company’s licensors and suppliers. Some jurisdictions may not allow the exclusion of certain implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers, and limitations of liability may not apply to you. Company’s licensors and suppliers are intended third-party beneficiaries of these disclaimers, waivers, and limitations. No advice or information, whether oral or written, obtained by you through the Website or otherwise shall alter any of the disclaimers or limitations stated in this section.
- 20.1. Without limiting any indemnification provision of this Agreement, you (the "Indemnitor") agree to defend, indemnify, and hold harmless Company and the Company Parties (collectively, the "Indemnitees") from and against any and all claims, actions, demands, causes of action, and other proceedings (individually, "Claim", and collectively, "Claims"), including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to Company, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between you and Company, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (iii) your access to or use of the Website or Products; (iv) your provision to Company or any of the Indemnitees of information or other data; (v) your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; (v) your violations of Section 12 regarding prohibited uses of the Website and other prohibited conduct; or (vii) your violation or alleged violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.
- 20.2. The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of the concerned Company Parties.
- Dispute Resolution:
- 21.1. Binding Arbitration
If you and Company cannot resolve a dispute or other Claim through negotiations, either party may elect to have the dispute or Claim finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other(s). You acknowledge that without this provision, you would have the right to sue in court with a jury trial or to participate in a class action. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), as modified by this Agreement, available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Except as otherwise provided for in this Agreement, Company will pay the AAA filing, administration, and arbitrator fees. If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then you will pay the arbitrator fees, in addition to any amount that exceeds the filing fees. In that case, you also agree to reimburse Company for all payments disbursed that are your obligation to reimburse under the AAA Rules. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to resolve, except that issues relating to the enforceability of the arbitration provision are for a Court of Competent Jurisdiction to resolve. The arbitration may be conducted in person, through document submission, through telephone, or online. The arbitrator will issue a decision in writing, but need only provide a statement of reasons if requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Company may litigate to compel arbitration in court, to stay proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator shall award costs to the prevailing party (including, without limitation, fees, expenses, and reasonable attorneys' fees) at any time during the proceeding and upon request from either party, within 14 days of the arbitrator's ruling on the merits.
- 21.2. Restrictions Against Joinder of Claims
You and Company agree that any arbitration shall be limited to each Claim individually. You and Company agree that each may only bring claims against the other in your or Company’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
If this specific provision is found to be unenforceable in a Court of Competent Jurisdiction, the Claim will still be finally and exclusively resolved by binding arbitration upon the election of either party, and any election to arbitrate by one party shall be final and binding on the other(s). In addition: (1) no arbitration shall be joined with any other arbitration, and (2) there is no right for any Claim to be arbitrated on a class-action basis or to employ class action procedures, and (3) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.
- 21.3. Remedies in Aid of Arbitration; Equitable Relief
This agreement to arbitrate will not preclude you or Company from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration, or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Company from applying to a Court of Competent Jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. "Court of Competent Jurisdiction" means any federal or state court: (1) that has jurisdiction over the subject matter; and (2) that is located in New York, New York.
- 21.4. Venue for any Judicial Proceeding
This Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in New York, New York, and shall be governed by and construed in accordance with the laws of New York without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
- 21.5. The proper venue for any judicial action arising out of, relating to, or in connection with this Agreement will be the state and federal courts located in or nearest to New York, New York. You and Company stipulate to, and agree to waive any objection to, the personal jurisdiction and venue of such courts, and further expressly submit to extraterritorial service of process.
- 22.1. By Company. Without limiting any other provision of this Agreement, Company reserves the right to, in Company’s sole discretion and without notice or liability, deny use of the Website to any person for any reason or for no reason at all, including without limitation for any breach or suspected breach of any representation, warranty, or covenant contained in this Agreement, or of any applicable law or regulation. This Agreement shall automatically terminate if you breach any of this Agreement's representations, warranties, or covenants. Such termination shall be automatic, and shall not require any action by Company.
- 22.2. By You. You may terminate this Agreement and your rights under it at any time, for any or no reason at all, by providing to Company notice of your intention to do so, in the manner required by Section 23.
- 22.3. Effect of Termination. Any termination of this Agreement automatically terminates all rights and licenses granted to you under this Agreement, including all rights to use the Website. Upon termination, Company may, but has no obligation to, in Company’s sole discretion, rescind any services and/or delete from Company’s systems all your Personal Information and any other files or information that you made available to Company or that otherwise relate to your use of the Website. Upon termination, you shall cease any use of the Website or the Products. After termination, Company reserves the right to exercise whatever means it deems necessary to prevent your unauthorized use of the Website, including without limitation technological barriers such as IP blocking and direct contact with your Internet Service Provider.
- 22.4. Survival. Upon termination, all rights and obligations created by this Agreement will terminate, except that the following Sections will survive any termination of this Agreement: Sections 3–4, 9.1, 10, 12–13, and 15–24.
All notices required or permitted to be given under this Agreement must be in writing. Company shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Company. You agree that any notice received from Company electronically satisfies any legal requirement that such notice be in writing. You bear the sole responsibility of ensuring that your email address on file with Company is accurate and current, and notice to you shall be deemed effective upon the sending by Company of an email to that address. You shall give any notice to Company by submitting said notice to us at email@example.com[Y35] or through the Contact Us form on the Website.
- 24.1. Entire Agreement. This Agreement constitutes the entire agreement between Company and you concerning your use of the Website.
- 24.2. Partial Invalidity. Should any part of this Agreement be declared invalid, void, or unenforceable by a Court of Competent Jurisdiction, such decision shall not affect the validity of any remaining portion of this Agreement, which shall remain in full force and effect, and the parties acknowledge and agree that they would have executed the remaining portion without including the part so declared by a Court of Competent Jurisdiction to be invalid, void, or unenforceable.
- 24.3. Amendments. This Agreement may only be modified by a written amendment signed by an authorized executive of Company, or by the unilateral amendment of this Agreement by Company along with the posting by Company of that amended version.
- 24.4. No Waiver. A waiver by either party of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach.
- 24.5. Assignment. This Agreement and all of your rights and obligations under it will not be assignable or transferable by you without the prior written consent of Company. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.
- 24.6. Independent Contractors. You and Company are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
- 24.7. No Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement, with the following exceptions: the Company Parties, Indemnitees, and Company’s licensors and suppliers (to the extent expressly stated in this Agreement).
- 24.8. Injunctive Relief. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by you would cause irreparable injury to Company and Company’s licensors and suppliers, and would therefore entitle Company or Company’s licensors or suppliers, as the case may be, to injunctive relief.
- 24.9. Headings. The headings in this Agreement are for convenience only, and shall have no legal or contractual effect.