These Terms govern your use of and access to the Codex website www.codexbeauty.com (the “Site”). Please read these Terms carefully, as they include important information about your legal rights.
By using or accessing the Site you are agreeing to these Terms. For purposes of these Terms, “you” and “your” means you as the user of the Site. You must be 18 years old or the age of majority in your jurisdiction in order to make a purchase on our Site. If you are under 18 years old or the age of majority in your jurisdiction, then you may not make a purchase on our Site. If you are under 13 years old, you may browse our Site. However, you may not provide personal information to us, make a purchase on the Site nor register on the Site. This Site is not directed to children under 13 years old.
Please note that Section 13 contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 13.
2. PURCHASE RELATED TERMS, POLICIES AND PROCEDURES
Our Terms and Conditions of Sale govern orders you place through the Site and our Shipping & Returns Policy provides information on our policies and procedures related to order shipping and handling and returns and exchanges.
3. PRODUCTS AND SERVICES FOR PERSONAL USE
The products available on the Site and any samples thereof we may provide to you (collectively, “Products”) are for personal use only. You may not sell or resell any of Products you purchase or otherwise receive from us. We reserve the right, with or without notice, to cancel or reduce the quantity of any order to be filled or Products to be provided to you that we believe, in our sole discretion, may result in the violation of our Terms.
4. ACCURACY OF INFORMATION
We attempt to be as accurate as possible when describing our Products. We do not, however, warrant that the Product descriptions, colors, information or other content available on the Site are accurate, complete, reliable, current or error-free.
This Site may contain errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions (including after an order has been submitted) and to change or update information at any time without prior notice. Please note that such errors, inaccuracies or omissions may relate to pricing and availability, and we reserve the right to cancel or refuse to accept any order placed based on incorrect pricing or availability information.
This Site is not engaged in the practice of medicine. Any information and advice on the Site is given on a generalized, generic basis, and is not specific to any individual patient’s condition. Use of this Site does not create a care provider-patient relationship. You should always consult with a professional for diagnosis and treatment of any specific health problems. You should not disregard any advice or treatment from your health professional based on your interpretation of what you may read on this Site. No prescription medications or medical treatments are intentionally provided on the Site.
5. USER ACCOUNTS
Subject to the age restrictions outlined above, you may view and use many features of the Site without registering, including making purchases, but in order to access and use some parts of the Site, you may need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account by visiting email@example.com (estimated response time: 24-48 hours). You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at firstname.lastname@example.org if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account (estimated response time: 24-48 hours).
If you are accessing and using the Site on someone else’s behalf, you represent that you have the authority to bind that person as the principal to all Terms provided herein, and to the extent you do not have such authority you agree to be bound to these Terms and to accept liability for harm caused by any wrongful use of the Site resulting from such access or use.
You may cancel your online account with us at any time. We reserve the right to refuse service and/or terminate accounts without prior notice with or without cause.
6. OWNERSHIP AND CONTENT
Ownership of the Site. The Site and its content, including its “look and feel” (e.g., text, graphics, images), proprietary content, information and other materials, trademarks, logos, service marks, feature, functions, button icons, audio clips, and software and the compilation and organization thereof (collectively, the “Content”) are protected under copyright, trademark and other intellectual property laws. Other than with respect to Your Content (as defined below), you agree that Codex or its licensors own all right, title and interest in and to the Site and Content (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Site and Content (other than Your Content), including, without limitation, the exclusive right to create derivative works.
Ownership of Feedback. You may be able to provide feedback, comments and suggestions for improvements to the Site, Content or Products (“Feedback”). All Feedback becomes the sole and exclusive property of Codex and Codex may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Codex any and all right, title and interest (including all intellectual property rights) that you may have in and to any and all Feedback.
7. RIGHTS WE GRANT YOU
License Grant. Subject to your compliance with these Terms, Codex hereby grants you a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right to access and make personal use of the Site and to create a hyperlink to the home page of the Site for personal, non-commercial use only.
A website that links to the Site (a) may link to, but not replicate, any and/or all of our Content; (b) may not imply that we are endorsing such website or its services or products; (c) may not misrepresent its relationship with us; (d) may not contain content that could be construed as distasteful, obscene, offensive controversial or illegal or inappropriate for any ages (as determined in our sole discretion); and (e) may not portray us or our Products in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or associate us with undesirable products, services, or opinions. We may, in our sole discretion, request that you remove any link to the Site, and upon receipt of such request, you shall immediately remove such link.
Restrictions On Your Use of the Site. You may not do, or assist a third party in doing, any of the following, unless laws prohibit these restrictions or you have our written permission to do so:
download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Site;
duplicate, decompile, reverse engineer, disassemble or decode the Site or Content, or attempt to do any of the same;
use, reproduce or remove any copyright, trademark, trade names, slogan, logos, images, service marks or other proprietary notations displayed on or through the Site;
exploit the Site for any commercial purpose;
use the Site in any manner that could disable, overburden, damage, disrupt or impair the Site or interfere with any other party’s use of the Site or use any device, software or routine that causes the same;
attempt to gain unauthorized access to, interfere with, damage or disrupt the Site, accounts registered to other users, or the computer systems or networks connected to the Site;
circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Site;
use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Site to monitor, extract, copy or collect information or data from or through the Site, or engage in any manual process to do the same;
introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
use the Site for illegal, harassing, unethical, or disruptive purposes;
violate any applicable law or regulation in connection with your use of the Site; or
use the Site in any way not expressly permitted by these Terms.
Any unauthorized use by you of the Site or any or of our Content automatically terminates the limited licenses set forth in this Section 7 without prejudice to any other remedy provided by applicable law or these Terms.
8. USER CONTENT
Your Content License Grant. In connection with your use of the Site, if you transmit, upload, post, e-mail, share, distribute, reproduce or otherwise make available suggestions, ideas, inquiries, feedback, data, text, software, sound, photographs, graphics, images, videos, messages or other content (“Your Content”) on the Site in any manner (including, but not limited to, through the “Contact Us” form), you are entirely responsible for Your Content. As a condition of your use of the Site, you grant us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative works (either alone or as part of a collective work) from Your Content. As part of the foregoing license grant you agree that (a) the other users of our Site may have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Site, and (b) we have the right to make any of Your Content available to third parties, so that those third parties can distribute, make derivative works of, comment on and/or analyze your Content on other media and services (either alone or as part of a collective work). By posting or submitting Your Content through the Site, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
Notice of Infringement – DMCA Policy. If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Site have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
identification of the copyrighted work that is claimed to be infringed;
identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
Notices of copyright infringement claims should be sent by e-mail to email@example.com. Please allow 24-48 hours in response time. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.
A user of the Site who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
9. THIRD PARTY SERVICES AND MATERIALS
Our Site may display content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Site, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
Disclaimers. Your access to and use of the Site is at your own risk. You understand and agree that the Site is provided to you on an “AS IS” and “AS AVAILABLE” basis.
WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITES. USE OF THE SITE IS NOT MEANT TO SERVE AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. IF YOU HAVE ANY PERSONAL CONCERNS, PLEASE CONSULT WITH YOUR OWN PHYSICIAN OR HEALTH CARE PRACTITIONER REGARDING THE USE OF ANY GOODS, PRODUCTS OR INFORMATION RECEIVED FROM THE SITE BEFORE USING OR RELYING ON THEM.
WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CODEX, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE “CODEX ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITE AND NON-INFRINGEMENT. THE CODEX ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SITE; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SITE; (C) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (D) WHETHER THE SITE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; AND (E) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, YOUR CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE CODEX ENTITIES OR THROUGH THE SITE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.
Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.
11. LIMITATIONS OF LIABILITY.
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE CODEX ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE site), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SITE OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE CODEX ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE use OR PERFORMANCE OF THE SITE. THE CODEX ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED arising from your use of the site SHALL NOT EXCEED THE greater of: ONE HUNDRED DOLLARS ($100.00) or the amounts paid by you for products you have ordered through the site or otherwise received from us. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages; in such states or jurisdictions, the liability of Codex Entities shall be limited to the fullest extent permitted by law. THEREFORE, THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
By entering into these Terms and using the Site, you agree that you shall indemnify and hold the Codex Entities harmless from and against any and all liabilities, costs, damages, losses, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) any unauthorized use of the Site; (d) Your Content, or (e) your negligence or willful misconduct.
13. ARBITRATION AND CLASS ACTION WAIVER
Informal Process First. You agree that in the event of any dispute between you and the Codex Entities relating in any way to these Terms or your use of the Site, you will first contact Codex and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
Agreement to Arbitrate and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to these Terms or your use of the Site, will be resolved by arbitration. You and the Codex agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and Codex are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Codex will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis. An arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law.
Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, Codex will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to firstname.lastname@example.org (estimated response time: 24-48 hours) or to the U.S. mailing address listed at the bottom of these Terms. The notice must be sent to Codex within thirty (30) days of your registering to use the Site or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Codex also will not be bound by them.
14. ADDITIONAL PROVISIONS
Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Site. However, it is your sole responsibility to review the Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Site after the modifications have become effective will be deemed your acceptance of the modified Terms.
Termination of License and Your Account. If you breach any of the terms of these Terms, all licenses granted by Codex will terminate automatically. Additionally, Codex may suspend, disable, or delete your Account and/or the Site (or any part of the foregoing) with or without notice, for any or no reason. If Codex deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for an Account under a different name. In the event of Account deletion for any reason, Codex may, but is not obligated to, delete any of Your Content. Codex shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by Codex or you. Termination will not limit any of Codex’s other rights or remedies at law or in equity.
Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Codex for which monetary damages would not be an adequate remedy and Codex shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
California Residents. If you are a California resident, in accordance with Cal. Civ. 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 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
Severability. If any provision, in full or in part, of these Terms shall be unlawful, void or for any reason unenforceable, then that provision, in full or in part, shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Miscellaneous. These Terms and the licenses granted hereunder may be assigned by Codex but may not be assigned by you without the prior express written consent of Codex. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Site is operated by us in the United States. Those who choose to access the Site from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. The Terms are governed by the laws of the State of California and with respect to arbitration by the JAMS Rules, without regard to conflict of laws rules. Except as otherwise expressly provided in these Terms, all arbitration and other litigation of any dispute between you and Codex related to these Terms shall be located in California.
How to Contact Us. You may contact us regarding the Site or these Terms at: 1900 Camden Avenue, Suite 101, San Jose, CA 95124 or by e-mail at email@example.com (estimated response time: 24-48 hours).