TERMS & CONDITIONS

Terms and conditions for Use for THE URUOI Website

By accessing or using our websites at www. uruoiskincare.com, mobile applications or SNS sites or blogs (collectively, the “Site”) provided by DENKA Corporation or any of its subsidiaries or affiliates (herein referred to as “Denka,” “Uruoi,” “we,” “us,” or “our”) in the marketing of our skincare, beauty, or other products for purchase (the “Products”) and pursuant to which we offer beauty advice and tips on trends and practices (collectively, with the Site, the Service), you agree to be bound by the terms and conditions contained in these Terms and Conditions of Use (the “Terms of Service,” “Terms”) and all other operating rules, policies and procedures that we may publish from time to time on the Site, including our Privacy Policy (collectively, the “Agreement”), each of which is incorporated by reference.

This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, Products or Services provided by or through the Site, and the subject matter of this Agreement. The Terms of Service, in conjunction with our Privacy Policy or any other policies promulgated by us constitute a valid, binding contract between you and Denka. 

YOUR USE OF THIS SITE SIGNIFIES YOU ARE AT LEAST 18 YEARS OF AGE AND ARE LEGALLY ABLE TO ENTER INTO A BINDING CONTRACT, AND SIGNIFIES YOUR ACCEPTANCE OF THESE TERMS, AS THEY MAY BE AMENDED FROM TIME TO TIME.  Please read these Terms of Service and the Privacy Policy carefully.  If you do not agree to the Terms of Service, please do not use our Site.   Your only remedy for dissatisfaction with this Site, or any Products, Services, content, or other information available on or through this Site, is to stop using the Site and/or those particular Products or Services.  As we add new functionality to the Site, we may revise these Terms of Service periodically. If we do, we will post the changes here. You acknowledge and agree that it is your responsibility to review this Site and these Terms of Service from time to time and to familiarize yourself with any modifications.  Your continued use of the Site after any changes are posted constitutes your acceptance of the new Terms of Service.

Orders and Payment

1. Orders

1.1         You may purchase our Products through this Site by using the online store. Orders placed on the online store are fulfilled by Shopify, Inc. Responsibility for the purchase and fulfillment of an order is with Shopify, not Uruoi, except as otherwise set forth in these Terms and in our Return Policy .

1.2         If you use our Site to purchase a Product, payment must be received prior to our accepting an order, unless we otherwise agreed in advance. We may reject orders where the stated delivery address is outside the United States. We reserve the right to refuse any order you place with us. We expressly condition our acceptance of your order on your agreement to these Terms.

1.3         We may need to verify information you provide before we accept an order, and may cancel or limit an order any time after it has been placed. 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, re-sellers or distributors. If payment has already been made and your order is cancelled or limited, we will refund you any payment made for the Product that will not be shipped due to cancellation or limitation of an order in the same tender as the original purchase.

1.3         All orders are subject to sales tax which will be applied to your order total. If stated, we will add applicable shipping and handling fees to the amount billed.

1.4         The descriptions of, or references to, Products not owned by us do not imply endorsement of that Product, or constitute a warranty, by us.

2. Accuracy of Billing and Account Information

2.1         In ordering Products through our Site, you agree to provide only true, accurate, current, and complete information. You hereby certify that any e-mail account you provide is registered to you. You agree to promptly update your account and other information, including your e-mail address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. We reserve the right to bar your access to and use of our Site if we have reasonable grounds to believe you have provided untrue, inaccurate, not current, or incomplete information, or for any other reason we, in our sole discretion, deem appropriate. You agree that if you are ordering or purchasing products on behalf of a company, you have sufficient authority to bind that company to these Terms. You agree that your placement of an electronic order on our Site is sufficient to satisfy any applicable statute of frauds, and no further writing is required.

3. Shipping

3.1         All orders are processed and shipped on business days only, Monday through Friday, excluding major holidays. Orders placed on Saturday and Sunday will be processed on the following business day. Although we may provide delivery or shipment time frames or dates, you understand that those are our good-faith estimates and may be subject to change. You further understand that Product availability may be limited, and particular Products may not be available for immediate delivery, in which case the Products will be delivered when they become available. We will not be liable for any loss, damage, cost, or expense related to any delay in shipment or delivery.

3.2         Shipping and handling charges will apply and increase with the value of your order as disclosed on the Shipping Information page at our website. Shipping and handling charges are subject to change.

Your Rights and Responsibilities for Use of the Site & Products

4. Age Restrictions and the Children’s Online Privacy Protection Act

1.1         This Site is intended for use by individuals over the age of 18 years. If you are under 18 years of age, an appropriate legal guardian must act on your behalf for you to use this Site.

1.2         This Site is not directed at individuals under the age of 18 and does not knowingly collect personal information from individuals under the age of 18. CHILDREN UNDER THE AGE OF 13 ARE NOT PERMITTED TO USE THIS SITE.  We strongly recommend that children between the ages of 13 and 18 ask for their parent’s or guardian’s permission before viewing our Site.  Should you, as a parent or legal guardian of a minor, become aware that a user who is under the age of 18 has provided Denka with personally identifiable information, as defined in our Privacy Policy, please click here to learn how to have such account, and the information associated with it, removed.

5. Restrictions on Use

5.1       You agree and represent you will not use the Site to:

5.1.1    impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity, imply that you are a medical professional or health care provider, or create a false identity for purposes of misleading others; 

5.1.2    upload, e-mail or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

5.1.3    upload, e-mail or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; 

5.1.4    upload, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, network, hardware or telecommunications equipment;

5.1.5    engage in sending “spam” or any other form of solicitation;

5.1.6    use automated scripts to collect information from or otherwise interact with the Site;

5.1.7    violate any applicable local, state, national or international law

5.1.8    provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; or

5.1.9    purchase for resale, or resell, any Products available in our online store, without our prior written approval.

5.2         You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our Site pages or the content contained herein without our prior express written permission.  You agree that you will not use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this paragraph or to interfere or attempt to interfere with the proper working of the Site.  You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our or our host’s infrastructure.

5.3         You may not engage in the practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from this site, in any manner or in any quantities not authorized by Denka.  You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Denka or its affiliates without prior express written consent.  You may not use metatags or any other “hidden text” utilizing Denka’s name or trademarks without the express written consent of Denka.  Systematic retrieval of data from this Site to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of Denka is strictly prohibited.

6. Descriptions of Site, Products and Services

6.1         You are responsible for providing, at your own expense, all equipment necessary to use the Services, including a computer, modem, and Internet access (including payment of all fees associated with such access).

6.2         We reserve the sole right to either modify or discontinue the Site, including any of the Sites features, at any time with or without notice to you.  We will not be liable to you or any third party should we exercise such right.  Any new features that augment or enhance the then-current Services on this Site shall also be subject to these Terms of Service.

6.3         You acknowledge and agree that all of our Products or Services available through the Site shall be subject to our Return Policy.

6.4         Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited.  Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.  Any offer for any Products, Services, and/or information made in connection with this Site is void where prohibited.

7. Information You Provide, Account Registration

7.1         You may register for an account on the Site (the “Account”) or log in by connecting with a third party provider (such as Facebook, Twitter, Google +).  To use some of the Services on this Site, you are not required to sign up for an Account.  However, certain features of the Services, such as accessing your order history, require you to register for an Account. 

7.2         By registering, you agree that all information provided in the Account is true and accurate and that you will maintain and update the information as required in order to keep the Account current, complete and accurate.  You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene.  You are responsible for maintaining the confidentiality of your username and password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account.

7.3         You may never share your Account details with anybody else.  You alone are responsible for any activities that occur under your Account, including activities of others to whom you have provided your username or password. In addition, you shall not use your Account to breach security of another Account or attempt to gain unauthorized access to another network or server.  You are responsible for notifying Denka immediately of any unauthorized use of your Account or any other breach of security of which you become aware.  We will not be liable for any losses caused by any unauthorized use of your Account.  You shall have the ability to delete your Account, as described in our Privacy Policy.

7.4         You agree that we may at any time, and at our sole discretion, terminate or suspend your Account without prior notice to you for any reason.  Without limiting the foregoing, we reserve the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of any Account or anyone posting any materials on or through the Site.  YOU WAIVE AND HOLD HARMLESS US FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US OR LAW ENFORCEMENT AUTHORITIES.

8. User Submissions of Image, Video, Audio Files

8.1         The Site includes the “Uruoi Social Page”, located at a third party provider (such as Facebook, Twitter, Pinterest, and Instagram), which pulls content from our users who share any communications or content of any type (such as photos, videos, or audio) using our brand hashtags, including, without limitation, #uruoi, #uruoilife, or #uruoiskin, (collectively, the “Uruoi Hashtags”) or tagging the @uruoiskincare account (collectively, the “User Content”).  You acknowledge and agree that the User Content may be used in our showroom space, retail locations, e-mails or any other locations Denka owns or operates.

8.2         You agree not to upload or transmit any User Content that infringes or violates any rights of any party.  You represent that any such User Content has been taken or recorded by you or that you have all rights to transmit and license and which do not violate trademark, copyright, privacy or any other rights of any other person.

8.3         You agree that any Personally Identifiable Information [Privacy Policy] (such as name, phone number, or e-mail address) contained in User Content that you submit belongs only to you or your dependents or members of your immediate family and not to anyone else.  Uploading User Content like images or video of other people without their permission is strictly prohibited.  By uploading and e-mailing any User Content on the Site, you warrant that you have permission from all persons appearing in your User Content for you to make this contribution and grant rights described herein.

8.4         It is strictly prohibited to upload or e-mail User Content of any kind that contain expressions of hate, abuse, offensive images or conduct, obscenity, pornography, sexually explicit or any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with these Terms of Service and the Uruoi Privacy Policy.

8.5         By uploading any User Content, you grant to Denka a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, publish, post, transmit and distribute the User Content as follows: (i) for purposes of providing the Site, Products, and Services; (ii) as permitted or required by law; and (iii) in accordance with our Privacy Policy [LINK], and incorporated by reference into these Terms of Services.  You agree to indemnify Denka and its affiliates, directors, officers and employees and hold them harmless from any and all claims and expenses, including attorneys’ fees, arising from the User Content or your failure to comply with the terms described in this Agreement.

 

Uruoi’s Rights and Responsibilities

9. Links to Other Sites

9.1         The Site may contain links to third party websites, including social media sites. Unless otherwise stated, any links that are provided are not intended to state or imply that Denka sponsors, is affiliated or associated with, or is legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links. 

9.2         Denka makes no warranties, explicit or implied, regarding the performance of the links, the performance of the outside sites or the contents of the outside sites.  If you decide to access linked third party websites, include social media sites, you do so at your own risk.  Denka’s liability and responsibility in relation to any information on any third party site or any product purchased through such third party site is expressly limited by the terms of this Agreement.

10. Denka’s Intellectual Property Rights

10.1       The Site is protected by copyright, trademark, trade dress and other intellectual property rights.

10.2       Denka grants you a personal, revocable, non-transferable, and non-exclusive right and license to use the object code of the Site on a single computer or mobile device; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the software for the Site except and only to the extent that such activity is permitted by applicable law notwithstanding this limitation.

10.3       The logos, and other service marks and service names included on the Site (the “Marks”) are owned or licensed by Denka.  You agree not to copy, display or otherwise use any of the Marks without the prior written permission of Denka.  Notwithstanding the foregoing, the Marks may not be used in any manner likely to cause confusion, disparage or dilute these marks and/or in connection with any product or service that is not authorized or sponsored by Denka.

10.4       The entire Site, and all object code and source code, text, graphics, multimedia content, including but not limited to images, illustrations, html and other mark-up languages, and all scripts within the site associated therewith, are Copyright© 2019 [DENKA CORPORATION]. All Rights Reserved worldwide.  The copyrighted and proprietary property of Denka or its affiliates may not be duplicated or used without Denka’s express prior written consent. 

11. Materials and User Content

11.1       Your Submissions. Subject to our Privacy Policy  any communication, material, or User Content that you transmit to this Site or e-mail to us, for any reason, will be treated as non-confidential and non-proprietary.  Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise.  We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.

11.2       Third-Party Material. Denka will not be liable for any content posted by third parties, or at the direction of users; you must evaluate the accuracy and usefulness of such content.  Denka does not pre-screen content, but Denka and its designees will have the right (but not the obligation) to refuse or remove any content that is available via the Site, including the right to remove any content that violates the Terms or is deemed by Denka to be objectionable.

12. Notice for Copyright Infringement

12.1       If you or any user of this Site believes any copyright, trademark or other property rights have been infringed by a posting on this Site, you or the user should send notification to our contact immediately.  To be effective, the notification must include:

  1. i) Identify in sufficient detail the copyrighted work that you believe has been infringed upon or other information sufficient to specify the copyrighted work being infringed;
  2. ii) Identify the material that you claim is infringing the copyrighted work listed in item i) above;

iii) Provide information reasonably sufficient to permit us to contact you (e-mail address is preferred);

  1. iv) Provide information, if possible, sufficient to permit us to notify the owner/administrator of the allegedly infringing webpage or other content (e-mail address is preferred);
  2. v) Include the following statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law";
  3. vi) Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed";

vii) Sign the paper;

viii) Send the written communication to the following address:

Designated Agent for Claimed Infringement:

[DENKA CORPORATION, URUOI]
Copyright Department

780 3rd Ave. FL 8 New York NY 10017

E-mail: info@uruoiskincare.com

12.2       You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act. 

Release, Indemnification and Disclaimers

13. Release

13.1       By using the Site, any Products or Services, you agree to release, discharge and hold harmless Denka and its subsidiaries, affiliates, partners, retailers, distributors and each of their officers, directors, employees and agents from any and all losses, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to the Site, any Products or Services, or any act or omission by any person, including without limitation, any dispute between you and any other person or regarding any content posted on the Site.

13.2       If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes, without limitation, any claim resulting from delay and the criminal acts of others.

14. Indemnification. You agree to indemnify and hold Denka and its affiliates, subsidiaries, partners, distributors and each of their employees, officers, directors and agents harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of or relating to the Site and/or your use of any Products or Services, including without limitation, any content posted to or transmitted through the Site, or publicly distributed on the web, your use of the Site, your use of any Products or Services, your connection to the Site, your violation of these Terms of Service or your violation of any rights of another.

15. Disclaimer of Warranties

YOUR USE OF THE SITE, ANY PRODUCTS AND SERVICES IS AT YOUR SOLE RISK.  THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  DENKA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, DENKA MAKES NO WARRANTY THAT (I) THE QUALITY OF ANY PRODUCTS OR ANY SERVICES PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR ACCESSIBLE AT TIMES OR LOCATIONS OF YOUR CHOOSING, (III) THE RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE, RELIABLE, TIMELY, OR COMPLETE, (IV) THE SITE WILL BE EFFECTIVE, WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS OR ERRORS, WILL BE RELIABLE OR ACCURATE, OR WILL MEET YOUR REQUIREMENTS, AND (V) ANY ERRORS WILL BE CORRECTED. EXCEPT AS EXPRESSLY SET FORTH HEREIN, DENKA MAKES NO WARRANTIES ABOUT THE SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SITE OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION.  ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR YOUR CHILDREN.

CONTENT AVAILABLE THROUGH THIS SITE OFTEN REPRESENTS THE OPINIONS AND JUDGEMENTS OF AN INFORMATION PROVIDER, SITE USER, OR OTHER PERSON OR ENTITY NOT CONNECTED WITH US.  WE DO NOT ENDORSE, NOR ARE WE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF, ANY OPINION, ADVICE, OR STATEMENT MADE BY ANYONE.  MOREOVER, YOU ACKNOWLEDGE THAT THE SITE DOES NOT OFFER MEDICAL ADVICE, OR ATTEMPT TO DIAGNOSE OR TREAT ANY SKIN PROBLEM, DISEASE, OR SKIN CONDITION.  IF YOU HAVE A MEDICAL PROBLEM WITH YOUR SKIN, PLEASE MAKE AN APPOINTMENT TO SEE A DERMATOLOGIST IN YOUR AREA

16. Limitation of Liability.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT DENKA AND ANY AFFILIATES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DENKA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SITE OR ANY PRODUCTS; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (III) ANY OTHER MATTER RELATING TO THE SITE OR PRODUCTS.  IN NO EVENT WILL DENKA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED FIVE HUNDRED DOLLARS ($500).

FURTHER, WE SHALL NOT BE LABILE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR PRODUCTS OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE OR PRODUCTS, AS APPLICABLE.

Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

17. Dispute Resolution; Arbitration.

Most user concerns can be resolved quickly and to the user’s satisfaction by e-mailing user support. In the unlikely event that our user care team is unable to resolve a complaint you may have (or if Denka has not been able to resolve a dispute it has with you after attempting to do so informally), we each agree to resolve those disputes through binding arbitration, mediation, or small claims court instead of in courts of general jurisdiction. Arbitration, which is often cheaper, faster and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury.  Arbitrators can award the same damages and relief that a court can award.  If you initiate an arbitration in which you seek more than $75,000 in damages, the payment of attorneys’ fees will be governed by the AAA Rules (as defined below).  Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted.

17.1          Denka and you agree to arbitrate all disputes and claims between us.  This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:

  • claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;
  • claims that arose before this or any prior agreements (including, but not limited to, claims relating to advertising);
  • claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
  • claims that may arise after the termination of these Terms of Service.

17.2          References to “Denka”, “you”, and “us” include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or devices under this or prior agreements between us.  Notwithstanding the foregoing, either party may bring an individual action in small claims court.  This arbitration agreement does not preclude you from bringing issues to the attention of federal, state or local agencies.  Such agencies can, if the law allows, seek relief against us on your behalf.  These Terms evidence a transaction in the interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision.  This arbitration provision shall survive termination of these Terms of Service.

17.3          A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (the “Notice”). The Notice to Denka should be addressed to [DENKA CORPORATION] [780 THIRD AVENUE 8TH FLOOR NEW YORK, NY 10017] (“Arbitration Notice Address”).  The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (the “Demand”).  If Denka and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Denka may commence an arbitration proceeding.  During the arbitration, the amount of any settlement offer made by Denka or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Denka is entitled.

17.4          The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA.  The AAA Rules are available online at adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Arbitration Notice Address.  The arbitrator is bound by the terms of these Terms.  All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of the arbitration provision.  Unless Denka and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances.  If the parties are unable to agree on a location, the determination shall be made by AAA.  If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules.  If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.  Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.  Denka will pay all AAA filing, administration, and arbitrator fees for any arbitration initiated in accordance with the AAA Rules.  However, if you initiate an arbitration in which you seek more than $75,000 in damages, the payment of these fees will be governed by the AAA Rules.

17.5          The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees and expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

17.6          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 that party’s individual claim.  YOU AND DENKA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  Further, unless both you and Denka agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

17.7          Notwithstanding any provision in these Terms to the contrary, we agree that if Denka makes any future change to this arbitration provision (other than a change to the Arbitration Notice Address) while you are a user of the Site, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Arbitration Notice Address provided above.  By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision.

Miscellaneous Terms

18. Denka may at any time modify, add to, or remove portions of the terms of this Agreement, without prior notice. It is your responsibility to check this Agreement periodically for changes.  Denka may, but is not obligated to, provide notice of any updates, revisions, supplements, modifications or amendments to this Agreement on the Site’s homepage.  By continuing to use the Site, Products or Services after the posting of such changes, you agree to be bound by this Agreement, as modified.  Your use of the Site, Products or Services is subject to the most current version of this Agreement.

19. Entire Agreement. These Terms, in conjunction with our Privacy Policy, constitute the entire Agreement between you and Denka with respect to your use of the Site, Products, or Services. There are no other representations, warranties, terms, agreements or conditions, either written or oral, with respect to your use of the Site except as set forth in this Agreement. 

20. Severability. If any provision of this Agreement is deemed unlawful, void, voidable or unenforceable for any reason, then that provision shall be deemed severable from this Agreement and shall not affect the validity or enforceability of any remaining provisions.

21. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

22. Governing Law. The Site can be accessed from all 50 states, as well as from other countries around the world.  By accessing this Site, both you and Denka agree that the statutes and laws of the State of Delaware, without regard to conflicts of laws principles thereof that would produce a different result, will apply to all matters relating to use of this Site (whether grounded in tort, contract, law or equity).

23.Termination. You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms of Service. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the Services available on this Site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or this Site.  We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

In the event of termination, all representations, warranties, indemnifications, and promises made by you shall survive.

Contact Information. If you have a comment, question or request, or if you need to contact Denka for any other reason, you may contact us at hello@uruoiskincare.com or [780 THIRD AVENUE 8TH FLOOR NEW YORK, NY 10017].

 

 

[End of Terms and Conditions]