PLEASE READ THESE STYLIST TERMS AND CONDITIONS (“TERMS”) CAREFULLY.
Ruminations Studios designs, assembles, curates, and sells jewelry. Some of that jewelry (“Products”) is designed and assembled by us (“Handcrafted Products”), and other pieces are curated from international vendors and artisans (“Curated Products”). When you enroll or participate in our Program and the wholesale portion of our website or use or display our brand name, marketing materials and other content (“Content”), and products in our social media properties, email newsletter, or otherwise, intellectual property laws protect our brand name, Content, and Products. We either own or have permission to use all the intellectual property rights to all protectable elements in our brand name, Content, and Products, including without limitation, the logo, images, trademarks, service marks, design elements, layout, graphic, images, information, materials, documents, data, and text. We reserve all rights not specifically granted in these Terms.
Participation in our Program is limited to individuals at least 18 years of age and legally able to enter into a contract, and when you confirm enrollment in our Program, you represent and warrant that you meet both requirements and that you understand our Products are not intended for use or purchase by individuals under 18 years of age. You assume all liability that may result from your choice to sell a Product or permit use of any Product by individuals under 18 years of age, including doing so without proper permission from a parent or guardian for children between 13 and 18 years of age.
When you confirm enrollment in our Program:
You may lightly wear the Products for the limited purpose of social media, email newsletter, or other limited duration marketing purposes, but you are responsible for maintaining the Products in the same condition as they were at the time of shipment. We will insure our Products when we ship them to you; however, you assume all liability for Product misplacement, damage, theft, or other losses that occurs between the time they are delivered to your address of record and the time you have safely returned them to us using the return shipping label we have provided. If you observe any defects or damage to the Product that may have occurred during shipping, please notify us within 24 hours of receipt, so we may provide instructions for repair, return, or replacement of the affected Product.
You represent and warrant that you have: (1) registered your stylist business as a sole proprietorship or other business entity with appropriate state and local government authorities and will maintain your business in good standing with those authorities while you participate in our Program; and (2) obtained and will maintain all necessary licenses to conduct business in general and as contemplated under the Program (e.g., resale license), as well as adequate insurance to cover all Products in your possession and your participation in this Program (e.g., property damage and loss, errors and omissions). You are solely responsible for, and agree to timely pay and accurately make all filings for, all taxes, withholdings, compensation contributions, levies, and other sums that may be due to governmental entities and any other third parties in connection with your participation in and sale of Products under this Program. You agree to defend, indemnify and hold Ruminations Studio and its owner, directors, officers, managers, members, employees, and agents harmless from and against all actions, suits, claims, liability, or other obligations relating to the items in this provision.
The term of the Agreement begins when you accept these Terms and enrollment in our Program. Either party may terminate this Agreement at any time for any or no reason upon written notice to the other party. Upon termination, you agree to return all unsold Products and pay the final invoice, and you understand that the limited license to use our brand name or Content expires fully and immediately upon termination. All confidentiality, privacy, and data protection provisions, as well as limitation of liability and indemnity provisions, shall survive the termination.
During the term of this Agreement, we grant you a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free license to use our Content only as permitted or required in this Agreement. You understand that you may not use our Content in a manner that: (i) suggests any endorsement of you or your business, website, or services; (ii) associates Ruminations Studio with content that is illegal or objectionable or suggests promotion of illegal or objectionable activities; or (iii) suggests a use of our Products in an inappropriate or unsafe manner. You understand the license to use our Content will automatically terminate if you exceed the scope of the license or violate any provision in the Agreement, and that you may then be subject to trademark infringement, copyright infringement, or other potential liability for unauthorized use and resulting damage to our brand.
From time to time, we enjoy featuring our Program participants in the Stylist Picks portion of our website. If you opt into being featured, you agree to provide us with a professional photo and short bio. Additionally, you agree to update your Stylist Picks every three months. We may remove the Stylist Picks portion of our site or remove you from that feature at any time in our sole discretion. If you prefer to limit your exposure, please let us know in advance.
Otherwise, during the term of this Agreement, you grant us the irrevocable, royalty-free, condition-free, worldwide right, but not the obligation, to use, reproduce, display, publicly perform, distribute, make derivative works of and otherwise exploit all materials created by you in connection with the Program or Products, including but not limited to social media posts, blog content, photographs, bio, questions, suggestions, information, reviews, data, and other materials, or any portion thereof, created by you or provided to us during the term of this Agreement (“Materials”), in all media formats and channels now know or later developed, for our promotional purposes, and to use your name and likeness, and that of third parties included in the Materials, in connection with our use of the Materials. We will use reasonable efforts to disclose any anticipated uses, which may include us sharing on our social media channels, website, and email newsletter; however, you understand that actual uses may evolve over time. You waive any right to inspect or approve the final display or other exploitation of the Materials and to any right to royalties or other compensation, except reasonable attribution, arising from our use of the Materials. You represent and warrant that you have all rights and authority to make this license grant with respect to the Materials, and you assume all responsibility for any actions, suits, or claims arising out of this license grant or our use of the Materials.
We expressly reserve the rights to our Content and other intellectual property, including all derivative works based on our Content, Products, and other intellectual property.
You agree that, except as permitted in this Agreement, you will not directly or indirectly use or disclose our Confidential Information to any other person or entity without our prior written permission, and that you will take reasonable precautions, at least as rigorous as those you take with respect to your own comparable confidential information, to prevent unauthorized or inadvertent disclosure of our confidential information. “Confidential Information” means this Agreement and all non-public information (whether conveyed orally or in the form of drawings, schematics, specifications, or other technical information, reports, summaries, or presentations) concerning our Products, designs, processes, techniques, know-how, algorithms, constructs, services, intellectual property, operations, concepts, management, relationships with other companies or individuals (including without limitation our Curated Product suppliers and makers), actual and potential customers, marketing and business plans, cost data, and other financial data; and all of this information shall be considered Confidential Information regardless of whether it is marked or otherwise identified as confidential. Additionally, other information shall be considered the Confidential Information of the disclosing party if marked confidential or identified at the time of disclosure as confidential. Confidential Information shall not include any information that is or becomes publicly available through no fault of your own or is lawfully available from a third party. Upon termination, you shall return or destroy all Confidential Information.
Because we have a clear return and payment processing policy and you have agreed to these Terms before purchasing our products, we will not permit any actual or threatened chargebacks from you or your credit card company. In the event that we receive a chargeback threat during or after your purchase or a chargeback is placed on your purchase, we will report your name, email, order date and amount, billing address, and a description of the incident to Equifax, Experian, and TransUnion credit bureaus, and to any other entity in our sole discretion, to ensure the incident is included in chargeback databases and delinquent account listings. That report may negatively impact your credit score, and we will require that you make a full payment of the chargeback amount plus any attorney fees or other expenses incurred in connection with the chargeback incident before we will remove you from those databases.
Nothing contained in this Agreement shall be construed to constitute either party as a partner, agent, fiduciary, franchisor, or employee of the other. In both parties’ dealings with third parties, neither party shall hold itself out as a partner, agent, fiduciary, franchisee, or employee of the other party. Neither party shall have authority to make any agreements or incur any liability on behalf of the other party, nor shall either party be liable for any acts, omissions to act, contracts, commitments, promises or representations made by the other, except as specifically authorized in this Agreement or as the parties may otherwise agree in writing. Any agreement made by a party in violation of this section shall be void.
THE PROGRAM DASHBOARD, CONTENT AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. WE MAKE NO GUARANTEES AS TO UPTIME OR AVAILABILITY OF THE DASHBOARD, CONTENT AND PRODUCTS AND WE DO NOT WARRANT THAT THE DASHBOARD, CONTENT OR PRODUCTS OR ANY OF THEIR FUNCTIONS WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT DEFECTS WILL BE CORRECTED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT OR MATERIALS INCLUDED IN THE PROGRAM DASHBOARD AND PRODUCTS, DELAYS OR FAILURES IN DELIVERY OF THE PROGRAM DASHBOARD, CONTENT OR PRODUCTS, OR ANY OTHER RESULTING DAMAGE, INCLUDING, WITHOUT LIMITATION, DAMAGE FROM VIRUS ATTACKS, INTERNET CONGESTION, AND DENIAL OF SERVICE ATTACKS. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHER VIOLATION OF RIGHTS.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF ANY STATUTORY OR OTHER DUTY OF CARE, SHALL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR PROFIT, ARISING OUT OF THE AGREEMENT OR THE USE OR INABILITY TO USE THE PROGRAM DASHBOARD, CONTENT OR PRODUCTS OR ANY OTHER MATERIALS, INCLUDING, WITHOUT LIMITATION, THIRD-PARTY MATERIALS, PRODUCTS OR SERVICES, WE HAVE MADE AVAILABLE TO YOU, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
OUR MAXIMUM LIABILITY FOR ALL CLAIMS ARISING OUT OF THE AGREEMENT, OR THE USE OR INABILITY TO USE THE PROGRAM DASHBOARD, CONTENT OR PRODUCTS OR ANY OTHER MATERIALS WE HAVE PROVIDED TO YOU SHALL NOT EXCEED, IN THE AGGREGATE, $500 UNITED STATES DOLLARS. IF YOUR USE OF THE PROGRAM DASHBOARD, CONTENT OR PRODUCTS OR ANY OTHER MATERIALS, INCLUDING, WITHOUT LIMITATION, THIRD-PARTY MATERIALS, PRODUCTS OR SERVICES, WE HAVE MADE AVAILABLE TO YOU, RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL DIRECT AND RELATED COSTS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO DEPENDING ON YOUR STATE OF RESIDENCE, ALL OR A PORTION OF THIS PROVISION MAY NOT APPLY.
You agree to defend, indemnify, and hold harmless Ruminations Studio and its owners, directors, officers, shareholders, managers, members, past and present employees, contractors, volunteers, representatives, agents, affiliates, successors, and assigns (collectively, “Releasees”) from and against all actions, suits, claims, losses, liability, costs, and expenses, including attorney fees (collectively, “Claims”) arising out of or in connection with: (i) yourviewing, purchase, use, marketing, selling, or participation in the Program, Program dashboard, Content and Products; (ii) any content you submit to our website or social media properties, post on your website or social media properties, tag us in on your social media profiles, or email or text communications you send regarding our Products,or (iii) your violation of these Terms or the Agreement. This provision shall apply regardless of Releasees’ negligence, if any.
We do our best to ensure uninterrupted, error-free availability and delivery of the Program dashboard, Content and Products. However, we cannot guarantee your access will never be suspended or restricted due to circumstances outside our control and because we occasionally need to make repairs, maintenance, or updates to our Program dashboard, Content, Products and website.
We shall not be liable to you for any delay or failure by us to perform our obligations under these Terms if that delay or failure arises from any cause beyond our reasonable control, including, without limitation, acts of God, floods, fires, loss of electricity or other utilities, delays or failures of third party applications, epidemics, pandemics, delays or delivery failures by USPS or other shipping service providers, labor strikes or disputes, restrictions or regulations by government or agencies, war, riots, terrorism, or delays by you in performing any obligation under the Agreement.
Protecting others’ personal information is equally important to us. You shall not transmit to us or upload to our website any Harmful Code or use or misappropriate the data on our website or in our Program dashboard, Content or Products for your own commercial gain. “Harmful Code” includes, without limitation, any software (e.g., viruses, trojan horses, worms, time bombs, time locks, drop dead devices, traps, access codes, cancelbots, or trap door devices that: (a) is designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on exceeding a number of copies, exceeding a number of users, passage of a period of time, advancement to a particular date or other numeral, use of a certain feature, or any other event; or (b) would enable an unauthorized person to cause that result; or (c) would enable an unauthorized person to access another person’s information without that other person’s permission. We may refuse access to our website, Program dashboard, Content and Products without notice if you fail to comply with the Agreement.
The Agreement and any disputes arising out of or in connection with the Agreement, Program, Program dashboard, Content, or Products shall be governed by and construed in accordance with the laws of the State of California without regard for its conflict of law provisions. Any matter involving interpretation or enforcement of the Agreement shall be brought in the state or federal courts in San Diego County, California. By purchasing, using, viewing, marketing, selling, or participating in the Program, Program dashboard, Products, Content and our website, you accept the exclusive jurisdiction of those courts. We shall be entitled to recover our attorneys’ fees and costs in enforcing our rights under the Agreement in the event of a violation of our intellectual property rights or other breach of the Agreement, whether we choose to enforce our rights through negotiation, mediation, arbitration, or litigation.
Any notices to you regarding the Agreement and the Products will be provided by email using the contact information provided by you in the Program dashboard. Notice will be deemed given one (1) business day after email transmission from us, or two (2) business days after the date of posting on our website or elsewhere, as may be appropriate under the circumstances or otherwise required by law.
If you have any questions about our Program, Products, Content, or any of our terms or policies, including the Agreement, please email@example.com and include the name of the terms, policy, product, or services in the subject line.
Failure by either party to enforce any provision shall not be deemed a waiver of future enforcement of that or any other provision. No waiver of any breach of any provisions of this Agreement will be effective unless set forth in an agreement in writing signed by the party against which enforcement of such waiver is sought, and no waiver of any breach will be deemed to be a waiver of any other or subsequent breach.
We will update the Agreement occasionally to reflect changes in the law, our Program, Content and Products, our practices, and advances in technology. When we post those changes, we will revise the “Last Updated” date at the top of the Agreement. If we make any material changes to the Agreement, we will take reasonable steps to notify you or obtain your consent, which could include notifications through our website, via email, or as otherwise may be required by law. Please review any changes carefully. Any access or use, including your continued use, of the Program dashboard, Content, Products or our website by you after we have posted the updated version of the Agreement will mean you consent to and accept those changes. If you do not consent to any changes, you may cease using and viewing our Program dashboard, Content and Products and contact us to request deletion of your personal information and removal from our Program.
In the event that any portion of the Agreement is declared invalid, illegal, or unenforceable for any reason, the remaining portions of the Agreement shall remain in full force and effect. The Agreement is the exclusive agreement between us with respect to this subject matter and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to this subject matter. There are no conditions precedent to the effectiveness of the Agreement other than those expressly stated in the Agreement. The provisions of the Agreement may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealing. In entering into the Agreement, neither party has relied upon any representation, warranty, or agreement of the other party except for those expressly contained in the Agreement.
Please send any questions or feedback about our Program, Content, Products, or anything in the Agreement via email or mail firstname.lastname@example.org