1. Acceptance of Terms
SELLA International Inc. provides access to the SELLA Skincare web site, located at www.sellaus.com (the Site) subject to your acceptance of this SELLA Web Site User Agreement (Agreement). SELLA may update this Agreement from time to time without prior notice to you. We encourage you to review this Agreement periodically for any updates or changes.
By accessing, browsing, framing, using and/or linking to the Site, you become a User (defined herein in Section 2) and agree to be bound by the terms of this Agreement. This Agreement was last revised on June 1, 2010. When using a particular feature of the Site, you may also be subject to any posted guidelines, rules, terms of service, acceptable use policies, privacy policies, or other contractual provision as noted. In the event of a conflict between any other agreement, rule, policies, or terms of service and this Agreement, the provisions of this Agreement shall govern. If you have any questions about this User Agreement please contact SELLA by e-mail at email@example.com before using the Site.
2. Types of Users
Any person accessing, browsing, or otherwise using the Site, either manually or via an automated device or program, shall be deemed a “User” under this Agreement.
4. Use of the Site
You understand that SELLA cannot and does not guarantee or warrant that files available for downloading from the Site will be free of infection or viruses, worms, Trojan horses, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.
5. System Integrity
You may not use any device, software or routine to interfere with the proper working of the Site. You may not take any action that imposes an unreasonable burden upon the infrastructure used to support the efficient operation of the Site including but not limited to unsolicited e-mail (i.e. “Spam”).
6. RISK & INTERNET USE
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT ANY UPLOADS ORTRANSMISSIONS YOU MAKE MAY BE INTERCEPTED AND USED BY AN UNAUTHORIZED THIRD PARTY AND THAT ALL OF THE RISK ASSOCIATED THEREWITH IS SOLELY YOURS.
7. NO WARRANTIES
SELLA DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SITE, THE SITE CONTENT, ANY MERCHANDISE OR SERVICES PROVIDED THROUGH THE SITE OR ON THE INTERNET GENERALLY, UNLESS SPECIFICALLY STATED ON THE SITE FOR A PARTICULAR PRODUCT OR SERVICE AND SELLA SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. SOME STATES MAY NOT PERMIT THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. SELLA DOES NOT WARRANT THAT THE SITE OR SERVICES WILL MEET USER REQUIREMENTS, OR THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THE SITE AND THE CONTENT AND SERVICES MADE AVAILABLE ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
8. System Outages
SELLA periodically schedules system downtime for maintenance and other purposes. Unplanned system outages also may occur. SELLA shall have no liability whatsoever for the resulting unavailability of the Site or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, misdelivery, nondelivery of information caused by such system outages, or any third party acts or any other outages of web host providers or the Internet infrastructure and network external to the Site.
You agree to indemnify, defend and hold SELLA and its parent company, affiliates, subsidiaries officers, directors, employees and agents harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including actual attorneys’ fees) resulting from (i) your use, misuse or abuse of the Site, (ii) your use or purchase of services or goods provided through the Site, or (iii) your breach of any provision of this Agreement. You will cooperate as fully as reasonably required in SELLA’s defense of any claim. SELLA reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of SELLA.
10. Intellectual Property
The contents of the Site, such as text, graphics, logos, audio clips, video, photographs, software, and other information (the “Content”) is the property of SELLA and/or its affiliates or partners, and is protected by federal and international copyright and trademark laws, or other proprietary rights. These rights are protected in all forms, media and technologies existing now or hereinafter developed. You may print and download portions of material from the different areas of the Site solely for your personal non-commercial use or your non-commercial use within your organization or as otherwise permitted. No portion of the Content may be reprinted, republished, modified, or distributed in any form without the express written permission of SELLA. You may not, and this Agreement does not give you permission to, reproduce, reverse engineer, decompile, disassemble, modify, transmit, sell, distribute, license or create derivative works with respect to the Site. Certain content may be licensed from third parties and all such third party content and all intellectual property rights related to the content belong to the respective third parties. You may not remove, alter or modify any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Site or the Content. Any rights not expressly granted by this Agreement or any applicable end-user license agreements are reserved by SELLA.
Nothing contained herein shall be construed as conferring by implication, estoppels or otherwise any license or right under any patent or trademark of SELLA or any third party. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or rights under any SELLA copyright.
11. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL SELLA OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE SITE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES) THAT RESULT FROM (I) THE USE OF OR INABILITY TO USE THE SITE (II) THE COST OF PROCUREMENT OF SUBSTITUTE MERCHANDISE OR SERVICES RESULTING FROM ANY MERCHANDISE, DATA, CONTENT OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (V) ANY OTHER MATTER RELATING TO THE SITE. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE SITE. IN NO EVENT SHALL SELLA’S TOTAL CUMMULATIVE LIABILITY UNDER THESE TERMS EXCEED THE LESSER AMOUNT OF ANY FEES PAID, IF ANY TO SELLA FOR THE USE OF THE SITE BY YOU, OR $50. BECAUSE SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE LEAST AMOUNT PERMITTED BY LAW. THE LIMITATIONS OF LIABILITY PROVIDED IN THIS AGREEMENT INURE TO THE BENEFIT OF SELLA, OUR PARENT COMPANY, AFFILIATES, SUBSIDIARIES, AND TO ALL OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS.
12. Your Account Obligations
In consideration of your use of the Site you agree to: (i) provide true, accurate, and current and complete information about yourself or your organization as prompted by the Site (the “Registration Information”); and (ii) maintain and update the Registration Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and decline to permit your continued use of the Site and future access to the Site. You are responsible for maintaining the confidentiality of your password and account number, and are fully responsible for all activities that occur under your account number and password. You agree that your password may be used to attribute an electronic record and electronic signature to you. Therefore, you shall not disclose your passwords or account identification information to third parties. You agree to immediately notify us of any unauthorized use of your password or any other breach of security. SELLA shall not, in any manner, be responsible or liable for fraudulent purchases that are made using your compromised password.
13. Product Pricing
In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information, SELLA shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. SELLA shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and the User’s credit card charged. If your credit card has already been charged for the purchase and your order is canceled, SELLA shall immediately issue a credit to your credit card account in the amount of the charge.
14. No Endorsement of Content and Links to Other Web Sites
Any links to other sites are provided as merely a convenience to the Users of this Site. This Site may provide links or references to other sites but SELLA has not reviewed all of these other sites, has no responsibility for the content of such other sites and shall not be liable for any damages or injury arising from any such content. SELLA does not endorse or make any representations about these sites, or any information or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of these other sites linked to this Site, you do so entirely at your own risk.
15. Linking and Framing the Site
Unless a User has a written agreement in effect with SELLA that states otherwise, a User may only provide a hyperlink to the Site on another web site if the User complies with all of the following: (a) the link must be a text-only link clearly marked “SELLA” or the link must “point” to the URL http://www.sellaus.com” and not to other pages within the Site; (c) the link, when activated by a User, must display the Site full-screen and not within a “frame” on the linking web site; and (d) the appearance, position and other aspects of the link must not be such as to damage or dilute the goodwill associated with the SELLA name and trademarks or create the false appearance SELLA is associated with, or a sponsor of, the linking web site. By providing this consent, SELLA is not foregoing its ownership or rights in any trademarks, copyrights, patents or any other forms of intellectual property associated with the Site. SELLA reserves the right to revoke its consent to any link at any time in its sole discretion.
16. Governing Law
This Agreement and access to the Site shall be governed by and construed in accordance with the law of the state of Illinois, exclusive of its choice of law rules and matters affecting copyrights, trademarks and patents under U.S. federal law.
17. Choice of Forum
You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the state of Illinois and of the United States of America located in Illinois for any litigation arising out of or relating to use of the Site or purchases of services made through the Site (and agree not to commence any litigation relating thereto except in such courts). You hereby irrevocably and unconditionally waive any objection to the laying of venue of any such litigation in the courts of the state of Illinois and agree not to plead or claim in any court in the state of Illinois that such litigation brought therein has been brought in an inconvenient forum.
18. International Users
SELLA makes no claims that the Content is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal in certain countries or for certain persons. If you access the Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction, notwithstanding sections 16 and 17 above.
19. User Feedback
Should any User respond to SELLA with information including feedback, such as questions, requests, opinions, comments, suggestions, or the like regarding the content of any SELLA document, the Site, or SELLA services, such information shall be deemed to be non confidential and SELLA shall have no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose and distribute the information to others without limitation. SELLA shall be free to use any ideas, concepts, know how or techniques contained in such information for any purpose whatsoever including but not limited to developing, manufacturing and marketing products incorporating such information.
20. Acceptable and Lawful Use of the Site
Any information provided to SELLA in connection with use of the Site: (a) shall not be false, inaccurate or misleading; (b) shall not be obscene or indecent; (c) shall not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (d) shall not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (e) shall not be defamatory, libelous, unlawfully threatening or harassing; and (f) shall not create liability for SELLA or cause us to lose the services of our Internet service providers or other suppliers. The sender of any communications to this Site or otherwise to SELLA shall be responsible for the content and information contained therein, including its truthfulness and accuracy. This Site is provided as a service to its visitors. SELLA reserves the right to delete, modify or supplement the Content of this Site at any time for any reason without notification to anyone.
In the event that one or more portions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision contained in this Agreement.
The headings used throughout this Agreement are solely for the convenience of reference and are not to be used as an aid in the interpretation of this Agreement.
23. No Waiver
Any delay or failure by you or SELLA, at any time or times, to require performance of any provision hereof shall in no manner affect your or SELLA’s right at a later time to enforce such provision. No delay or failure of you or SELLA in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder.
24. Entire Agreement, Updates and Modifications
This Agreement and any documents expressly incorporated by reference constitute the entire agreement between SELLA and you pertaining to the subject matter hereof. In its sole discretion, SELLA may unilaterally amend or modify this Agreement or any other documents referenced herein at any time by posting on the Site. Any amended or modified terms will be effective upon posting. Continued use of the Site constitutes acceptance of any modified terms and conditions. If you have any questions about this Agreement, contact us at firstname.lastname@example.org.
You may not assign your rights or delegate your responsibilities hereunder without the express written permission of SELLA, except pursuant to the sale of your business, or all or substantially all of its assets. SELLA may, at any time, assign its rights or delegate its obligations hereunder without notice to you.
26. Third Party Beneficiary Rights
No person not a party to this Agreement is intended to be a beneficiary of this Agreement, and no person not a party to this Agreement shall have any right to enforce any term of this Agreement.
SELLA may immediately issue a warning, suspend or terminate your access to the Site or for breach of this Agreement (or any other agreement or policy incorporated by reference herein), or if we are unable to verify or authenticate any information you provide to us, or for any other reason in our discretion. You may terminate your account by contacting us at email@example.com.