1. The Agreement. Welcome to Atolla Skin Lab's website (the "Website"). Please read on to learn the rules and restrictions that govern your use of our Website, including the purchase of Products through the Website (collectively, the "Services").
PLEASE NOTE THAT, AS SET FORTH IN SECTION 17, YOU AGREE TO RELEASE ATOLLA FROM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF ANY PRODUCTS OFFERED FOR SALE ON OR THROUGH THE WEBSITE.
PLEASE NOTE THAT, EXCEPT AS PROVIDED BELOW, THESE TERMS REQUIRE THAT ALL DISPUTES BE RESOLVED THROUGH USE OF AN ARBITRATION SERVICE. YOU HEREBY AGREE THAT ALL DISPUTES ARISING FROM, RELATED TO, OR IN CONNECTION WITH YOUR USE OF THE SERVICES OR PURCHASE OR ANY PRODUCTS WILL BE RESOLVED IN ACCORDANCE WITH THE ARBITRATION AND GOVERNING LAW PROVISIONS SET FORTH IN SECTION 25 BELOW.
2. Modification. Atolla reserves the right, in its sole discretion, to modify these Terms at any time and without prior notice. If we modify these Terms, we will either post a notification of the modification on our Website or otherwise provide you with notice of the change. The date of the last modification will also be posted at the beginning of these Terms. It is your responsibility to check from time to time for updates. By continuing to access or use the Services, you are indicating that you agree to be bound by any modified Terms.
4. Eligibility. In compliance with the requirements of the Children's Online Privacy Protection Act (COPPA), we do not collect any information from any person under 13 years of age. If you are aged 13 years or younger, you may not download or use our Services or access or provide any Content (as hereafter defined). If you are 13 or older but under the age of 18, you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child who is 13 or older but under the age of 18, you are fully responsible for his or her use of the Services.
5. Website Use. You may view, copy or print pages from the Website solely for personal, non-commercial purposes. You may not otherwise use, modify, copy, print, display, reproduce, distribute or publish any information from the Website without the express, prior, written consent of Atolla. At any time, we may, without further notice, make changes to the Website and/or to the Services.
6. User Account, Password and Security.
(a) User Account. For certain types of features available through the Website, we require the use of encryption technologies provided for your protection and/or your use of a UserID and password after setting up an account. We use reasonable precautions to protect the privacy of your UserID, password and account information by utilizing a Secure Socket Layer ("SSL")  [SS2] connection. Accordingly, your UserID, password and account information are encrypted using an SSL connection and are not expected to be read in an intelligible form as they travel to the Website. You, however, are ultimately responsible for protecting your UserID, password and account information from disclosure to third parties, and you are not permitted to circumvent the use of required encryption technologies. You agree to (i) immediately notify Atolla of any unauthorized use of your UserID, password or account, or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. While we provide certain encryption technologies and use other reasonable precautions to protect your confidential information and provide suitable security, we do not and cannot guarantee or warrant that information transmitted through the internet is secure, or that such transmissions are free from delay, interruption, interception or error.
(b) Accurate Information. In creating and using your account for the Services, you agree to: (i) provide true, accurate, current and complete information about yourself on any registration form required for the Services (such information being the "Registration Data"); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, then we have the right to suspend or terminate your account and refuse any and all current or future use of the Services.
(c) Non-Transferability of Account. Your account and UserID is non-transferable, and you must take preventative measures to prohibit unauthorized users from accessing the Website with your UserID and password.
7. Acceptable Use. Atolla hereby grants you permission to use the Services, provided that such use is in compliance with these Terms, and you further specifically agree that your use will adhere to the following restrictions and obligations:
a. You may only use the Services for personal use. If you wish to create an organizational or business account, please contact Atolla at firstname.lastname@example.org.
b. You may only use the Services for lawful activity. It is your responsibility to comply with all applicable local, state, and federal laws, rules and regulations. In addition, you may not use the Services in any manner that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
c. You may not interfere with or damage the Services, including, but not limited to, through the use of viruses, bots, harmful code, denial-of-service attacks, backdoors, packet or IP address spoofing, forged routing, or any similar methods or technology.
d. Except as authorized through the Services, you may not copy, rip, or capture any content encountered on the Services. This includes bulk copying or "scraping" any portion of the Services' content using a bot or other tool.
e. You may not use the Services to upload, transmit, or promote any material that constitutes junk mail, spam, or commercial offers. You may not use the Services to upload, transmit, or promote any material that infringes or violates the intellectual property rights or any other rights of anyone else (including Atolla).
f. You may not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services.
8. Atolla's Skincare Products.
a. Atolla formulates personalized skincare products (each, a "Product") based on custom skin health analysis. Atolla offers the Products for purchase through the Services as well as in-person during events hosted by Atolla or its partners.
b. Atolla does not warrant or represent the availability of any Products described on the Services, and the descriptions and availability of the Products described on the Services may vary based on location, timing, and other circumstances.
c. We reserve the right, without prior notice, to limit the Order (as defined below) quantity on any Product or service and/or refuse service to any customer.
d. You may not purchase the Products for resale by you or any other person.
9. No Medical or Professional Advice. Atolla is not rendering or providing any health care services or any, medical, opinions on any of subject discussed on or accessible through the Website or the Services, and we will not be liable to anyone for any act or failure to act relating to any advice provided on or through the Website or the Services, whether that advice is included in the Content provided by us or the comments or discussions of other users of the Website or the Services. We are not responsible for events arising from the distribution of any information that you choose to publicly post or share through the Website or the Services. We will not be liable to anyone for any act or failure to act relating to any information available on or through the Website or the Services, in addition to any limitation of liability provisions contained elsewhere in these Terms.
a. Content. The materials displayed or performed or available on or through the Website, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and User Content (all of the foregoing, collectively, the "Content"), are protected by copyright and/or other intellectual property laws.
Further, you acknowledge that the Services and Content, including all associated intellectual property rights, are the exclusive property of Atolla and its licensors.
b. License to Services and Content. Conditioned upon your compliance with these Terms, Atolla grants you a limited, non-exclusive, non-transferable license, to (i) access, view, and use the Services solely for your personal use, and (ii) access and view any Content to which you are permitted access. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Atolla or its licensors, except for the licenses and rights expressly granted in these Terms.
c. User Content. We may, at our sole discretion, permit you to post, upload, publish, submit or transmit content, including but not limited to certain personal information for pop-up shop reservations (collectively, "User Content"). By submitting any User Content on or through the Services, you grant to Atolla a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, transmit, and stream such User Content, in any media or format and through any methods of distribution, transmission and display, whether now known or hereafter devised, in order to operate and improve the Services.
d. User Content Representations and Warranties. You acknowledge and agree that you are solely responsible for all User Content that you contribute, in any manner, to the Website or the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. Further, you represent and warrant that all User Content that you contribute to the Services is complete and accurate and that you have authority to post and submit such User Content.
11. Intellectual Property. The Content of the Website is intellectual property owned, controlled and/or licensed by us, or intellectual property that we are legally permitted to access and use. All applicable intellectual property laws, including copyright laws, protect our rights in and to the Content. No portion of the Content may be reproduced in any form or by any means, except as provided in these Terms. We are the owner or authorized licensee of, or are otherwise permitted to use, all trademarks, service marks, and logos used and displayed by us on the Website. All trademarks and service marks of Atolla that may be referred to on the Website are the property of Atolla. Other parties' trademarks and service marks that may be referred to on the Website are the property of their respective owners.
12. Copyright Complaints.
(a) Atolla will not tolerate copyright infringement and reserves the right to block, disable, or otherwise remove any User Content uploaded to or posted on the Website as well as terminate access to the Website if you engage in copyright or other intellectual property infringement. The law provides for civil and criminal penalties for copyright and other intellectual property law infringements. Displaying, performing, storing, copying, distributing, and/or otherwise making available or using any Content from the Website is prohibited, unless specifically authorized by Atolla in writing. Accordingly, no such Content may be used on another website or mobile application without express written permission from Atolla.
(b) Atolla will not permit any Content or User Content known by us to be infringing to remain on the Website. If you believe that any content on the Website infringes your copyright, please contact Atolla's copyright agent, who can be reached as follows:
By mail: Atolla Skin Health, Inc.
19 Morris Ave, Building 128
Brooklyn, NY 11205
Attn: DMCA Claims
By e-mail: email@example.com
Please be sure to include the following information: (i) a description of the copyrighted work that you allege is being infringed (and registration information if such work is registered with the U.S. Copyright Office), (ii) the specific location of the allegedly infringing material on the Website, (iii) your signature (digital or hard-copy), (iv) your name, address, telephone number, and e-mail address, and (v) a statement (notarized if possible and made under penalty of perjury) that: (A) you are the copyright owner or are authorized to act on behalf of the copyright owner, (B) you believe in good faith that the rights of the copyright owner are being infringed, and (C) the uses of the allegedly infringing material are not authorized (either by the copyright owner, its agents, or applicable law). Once we receive proper notice of claimed infringement under the Digital Millennium Copyright Act (the "DMCA"), Atolla will respond promptly to remove the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the User Content at issue.
a. Purchases. If you purchase any Products from us, you agree to pay for those Products at the stated prices. All prices listed on the Website or through the Services are subject to change. We reserve the right to correct any misprints or errors in pricing and to make any revisions as necessary or advisable. Additional terms related to pricing and other fees associated with your use of the Website or our Products may be set forth on the Website, and you agree to abide by those additional terms.
b. Payment and Billing Information. By providing a credit card or other payment method for the purchase of our Products, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges) (collectively, as applicable, an "Order").
c. Unacceptable Payment Methods. If the payment method cannot be verified, is invalid, or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any problem that we (or our third-party payment processor) may encounter in order to proceed with your Order. You acknowledge that the amount billed may vary due to promotional offers, changes in the Services, or changes in applicable taxes or other charges, and you authorize us (or our third-party payment processor) to charge your payment method for the corresponding amount.
d. Refunds. Atolla will not provide refunds or credits for any Order placed. If you are dissatisfied with your Order, you may contact Atolla at firstname.lastname@example.org or through the contact page on the Website, and Atolla, in its own discretion, will reformulate any Product purchased and send you the new Product in the exact same quantity as your original Order.
e. Pricing and Availability. All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. Prices may be adjusted at any time and for any reason (or no reason) and without providing you prior notice. Services are subject to availability, and we reserve the right to cancel all or part of any Services and to discontinue making certain Services available without prior notice.
14. Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services ("Feedback"). You agree that Atolla has the right, but not the obligation, to use such Feedback without any obligation to provide you credit, royalty payment, or ownership interest in the changes to the Services.
15. Termination. Atolla may immediately and without notice suspend, disable or terminate your right to access to any or all of the Services if Atolla determines, in its sole discretion, that (a) you have materially breached these Terms; (b) you have violated applicable laws, regulations or third party rights; or (c) Atolla believes, in good faith, that such action is needed to protect the safety or property of other users, Atolla, or third parties.
Provisions that, by their nature, should survive the termination of the Services will survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
16. Third Party Content. The Services may provide you with access to third party websites, information, and services, including, but not limited to, third party databases, networks, servers, software, programs, systems, directories, applications, or products. Some examples are our third party payment processor and third party data collector, such as Google Forms. You hereby acknowledge that Atolla does not control such third-party websites and services, and cannot be held responsible for their content, operation, or use. Your use of these services is subject to their respective terms of service. Atolla does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of any content, information, or services provided by any such third-party websites or services. Atolla disclaims any and all responsibility or liability for any harm resulting from your use of such third-party websites and services, and you hereby irrevocably waive any claim against Atolla with respect to the content or operation of any such third-party websites and services.
17. Disclaimer of Warranties.
YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE WEBSITE, THE SERVICES AND ANY PRODUCTS THAT YOU MAY PURCHASE AT YOUR OWN RISK. THE WEBSITE, SERVICES, PRODUCTS AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND ATOLLA, ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF ACCURACY, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, , UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. ATOLLA, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS, OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH THE WEBSITE OR THE SERVICES. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEBSITE OR THE SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT WE WILL HAVE ADEQUATE CAPACITY FOR THE WEBSITE OR THE SERVICES, IN WHOLE OR IN PART OR IN ANY SPECIFIC GEOGRAPHIC AREA.
YOU ASSUME ALL RISK ASSOCIATED WITH THE PRODUCTS AND YOU HEREBY RELEASE ATOLLA AND ALL OF ITS REPRESENTATIVES FROM ANY CLAIMS, CAUSES OF ACTION, INJURY OR OTHER LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE PRODUCTS.
Because some states do not permit disclaimer of implied warranties, you may have additional consumer rights under your local laws. in such states or jurisdictions, our liability will be limited to the greatest extent permitted by applicable law.
18. Limitation of Liability.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) WILL ATOLLA (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 [SS4] OR (II) THE AMOUNTS PAID BY YOU TO ATOLLA IN CONNECTION WITH THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
19. Indemnification. You agree to defend, indemnify and hold harmless Atolla and its directors, officers, employees and agents from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses and costs (including without limitation reasonable attorneys' fees) assessed or incurred by Atolla, directly or indirectly, with respect to or arising out of: (a) your failure to comply with these Terms; and (b) your breach of your obligations under these Terms.
20. Additional Remedies. You acknowledge that your conduct that is inconsistent with these Terms may cause us irreparable damage for which remedies other than monetary relief may be inadequate. In such instances, you agree that we may seek injunctive or other equitable relief to restrain such conduct without the necessity of proving actual harm or posting a bond.
21. Notice. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Atolla (a) via email (in each case to the address that you provide) or (b) by posting to the Website.
22. No waiver. The failure of Atolla to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.
23. Assignment. You may not assign or transfer your account with Atolla or your rights under these Terms, by operation of law or otherwise, without Atolla's prior written consent. Any attempt by you to assign or transfer your account with Atolla or your rights under these Terms without such consent will be null and of no effect. Atolla may assign or transfer its rights and obligations to you, in its sole discretion, without restriction. Subject to the foregoing, these Terms will be binding on and inure to the benefit of the parties, their successors and permitted assigns. These Terms do not and are not intended to confer any rights or remedies upon any person other than Atolla and you.
24. Severability. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
25. Governing Law; Arbitration.
(a) These Terms are governed by and will be construed under the laws of the State of New York [SS6] , without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms, or the interpretation, performance, breach or termination hereof, shall be finally settled in New York, New York [SS8] , in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitrator will apply and be bound by this arbitration provision, apply applicable law and the facts, and issue a reasoned award. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. There will be no appeal therefrom other than for bias, fraud or misconduct on the part of the arbitrator. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in New York, New York . YOU UNDERSTAND AND AGREE THAT BY ACCEPTING THESE TERMS, YOU AND ATOLLA ARE EACH WAIVING THE RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration.
(b) No Class Action Matters. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by the arbitration agreement set forth above. BY AGREEING TO THESE TERMS, YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM THAT YOU MAY HAVE AGAINST ATOLLA, INCLUDING, BUT NOT LIMITED TO, ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in any claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if we are a party to the proceeding. The arbitrator does not have the power to vary this provision.
(c) Fees. We will pay all arbitration filing fees and the arbitrator's costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys' fees or expert witness fees and expenses.
26. Local Laws. Atolla makes no representation that content or materials on the Website or available through the Services are appropriate or available for use in jurisdictions outside the United States. Access to the Website and the Services from jurisdictions where such access is illegal is prohibited. If you choose to access the Website or use the Services from other jurisdictions, you do so on your own initiative and are responsible for compliance with applicable local laws. Atolla is not responsible for any violation of law. You may not use or export the Content or materials on the Website in violation of U.S. export laws and regulations. You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you reside (if different from the United States).
27. Entire Agreement. These Terms constitute the entire agreement between you and Atolla regarding your use of the Website and the Services, and supersede all prior written or oral agreements related thereto.
28. Contact us. If you have any questions about the Services, please do not hesitate to contact us at email@example.com or by mail at:
Atolla Skin Health, Inc.
19 Morris Ave, Building 128
Brooklyn, NY 11205
Attn: Customer Service
Copyright © 2019. Atolla Skin Health, Inc. All Rights Reserved.