Terms and Conditions

Terms and Conditions

Last Updated: April 30, 2024

Please review the following terms and conditions (these “Terms” or this “Agreement”).

Welcome to the Vivrelle, Inc. (“VIVRELLE” or “we” or “us”) website, currently located at https://www.vivrelle.com/, and other affiliated websites (the “Website”), and the mobile software application currently known as “VIVRELLE” (the “App”, and together with the Website, and any materials and services made available through the App and Website, and successor Apps and Websites thereto, the “Services”).

This Agreement is between you and VIVRELLE concerning your use of (including access to) the Services. Your use of the Services constitutes your consent to this Agreement. The Services covered by this Agreement include any services provided by or on behalf of VIVRELLE, including, but not limited to, VIVRELLE’s subscription rental of accessories and clothing, including handbags and jewelry, made available to Members (as defined below) (the “Subscription”). If you do not agree with these Terms, you may not use the Services. This Agreement hereby incorporates by this reference any additional terms and conditions posted by VIVRELLE through the Services, or otherwise made available to you by VIVRELLE.

BY USING THE SERVICE, YOU AFFIRM THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE (OR, IF OLDER, THE AGE OF MAJORITY) TO ENTER INTO THIS AGREEMENT.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 23 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND

THE SUBSCRIPTION IS AN AUTO-RENEW SUBSCRIPTION. IF YOU ARE SIGNING UP, PLEASE REVIEW THE DETAILS RELATED TO THE MONTHLY FEES AND AUTO-RENEW SETTINGS SET FORTH IN SECTION 5.7. YOU ACKNOWLEDGE THAT YOUR PAYMENT METHOD WILL BE CHARGED AUTOMATICALLY FOR AS LONG AS YOU ARE A MEMBER OF THE SUBSCRIPTION, AND YOU AGREE TO SUCH CHARGES. IF YOU HAVE ANY QUESTIONS ABOUT THE AUTOMATIC RENEWAL ASSOCIATED WITH THE SUBSCRIPTION, PLEASE CONTACT US AT HELLO@VIVRELLE.COM.

BY APPLYING FOR A SUBSCRIPTION, VIVRELLE MAY ITSELF CONDUCT, OR HIRE A THIRD PARTY TO CONDUCT, A BACKGROUND CHECK. YOU AGREE TO THE BACKGROUND CHECK AND AGREE THAT VIVRELLE WILL CONDUCT THE BACKGROUND CHECK BEFORE APPROVING YOUR MEMBERSHIP.

1. CHANGES

We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Services. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Services via any third-party links); charge, modify or waive any fees required to use the Services; or offer opportunities to some or all users of the Services.

2. INFORMATION SUBMITTED THROUGH THE SERVICES

Your submission of information through the Services is governed by the terms of VIVRELLE’S Privacy Policy, available at https://www.vivrelle.com/privacy-policy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Services is and will remain true, accurate, and complete, and that you will maintain and update such information as needed, and by providing such information (including information about other individuals), you are representing that you have the required permissions and consents to disclose such information.

3. PRODUCTS, CONTENT, SPECIFICATIONS AND ACCURACY OF INFORMATION

As part of the Services, VIVRELLE rents and/or sells handbags, jewelry, clothing, and other accessories, as determined by VIVRELLE in its sole discretion (“Accessories”) to its Members (defined below), and may make available listings, descriptions, and images of goods or services, or related coupons or discounts, including with respect to the Accessories (collectively, “Products”), as well as references and links to Products. Such Products may be made available by VIVRELLE or by third parties, and may be made available for any purpose, including general information purposes. We make no representation as to the completeness, accuracy, reliability, validity, or currentness of any information available through the Services, including the listings, colors, descriptions or images (including any features, specifications and prices contained therein). All such information and the availability of any Products (including the availability or validity of any coupon or discount) are subject to change at any time without notice. Certain measurements and similar descriptions are approximate and are provided for convenience purposes only. We make reasonable efforts to accurately display the attributes of the Products, including the applicable colors. The actual color you see, however, will depend on your computer system and we cannot guarantee that your computer will accurately display such colors. The inclusion of any Products or services offered through the Services at a particular time does not imply or warrant that those Products or services will be available at any time.

4. REGISTRATION; USERNAME AND PASSWORD

You may need to register to use all or part of the Services (“Account”), including to utilize your Membership. We may reject, or require that you change, any user name, password or other information that you provide to us in registering an Account. Your user name and password are for your personal use only and should be kept confidential; you, and not VIVRELLE, are responsible for any use or misuse of your user name, password, or Account and you must promptly notify us of any confidentiality breach or unauthorized use of your user name, password, or your Account.

5. MEMBER TERMS

5.1. General. As detailed below, once you have completed and submitted an application to be a member of the Subscription (“Application”), VIVRELLE will review your Application. In its sole and absolute discretion, VIVRELLE will decide whether to offer you membership to the Subscription ( “Membership”) based on your Application. If you are granted Membership, you will becomes “Member” and start to pay the Subscription Fees (as defined below) during the Membership Term (as defined below).

5.2. Application Process. In order to become a Member, you first must complete the Application, available on the Website and the App. By submitting the Application, you acknowledge that VIVRELLE will evaluate the information in the Application as part of the decision whether to offer you Membership. You represent and warrant that the information in the Application is true, accurate, and complete and you understand that VIVRELLE relies on the Application for Membership evaluation. Further, by submitting the Application, you authorize VIVRELLE to conduct a background check on you in connection with your Application. If VIVRELLE learns, or has reason to believe, that the information in the Application is false, incomplete, or misleading in any way, VIVRELLE may terminate this Agreement, and/or suspend your Subscription. If VIVRELLE approves your Application, you may become a Member, subject to the terms of this Agreement.

5.3. Membership Rules. As a Member, you agree:

You will be charged for your Membership.
Your payment instrument will automatically be charged for the Subscription Fee, even if you have not rented an Accessory during that month.
You are responsible for ensuring that the Accessories are well cared for during the Rental Period (defined below).
If VIVRELLE has any reason to believe that a returned Accessory is not the same item as the Selected Accessory (defined below) that was shipped to you, VIVRELLE has the right to charge you, and automatically charge your payment method, for any re-authentication costs and, if applicable, the retail value of the Selected Accessory as determined in VIVRELLE’s sole and absolute discretion.
You will advise VIVRELLE of any issues immediately, including any damaged or lost Accessories.

5.4. Membership Generally

5.4.1. Generally. The Membership is a monthly subscription. You will pay for the Membership each Month (as defined below). During the Membership Term, you will be able to rent one (1) or more Accessory, depending on your Level (as defined below). You must pay the Subscription Fee for each Month of the Membership Term on the Start Day of each Month.

(a) A “Start Day” is the numerical day on which your Subscription starts, and each monthly anniversary thereof. By way of example, if your Subscription starts on May 15, your Start Day will be the 15th day of every calendar month; if your Subscription starts on May 31, your Start Day will be the last day of every calendar month.

(b) Each “Month” commences on the Start Day, and continues until the Start Day of the following Month. By way of example, if your Subscription starts on May 15, the first Month of your Membership Term will be May 15 to June 14, and the second Month will start on June 15.

(c) A “Level” is a Subscription tier with corresponding Subscription Fees, and different rental privileges, as described on the “How it Works” page of the Website (currently available at https://vivrelle.com/how-it-works) and “How it Works” tab on the App.

5.4.2. Accessories. You can access the then current inventory of Accessories through your Account. The Accessories may not be available at all times, and VIVRELLE is not responsible for some or all Accessories being unavailable when you want to rent them. The Accessories are available on a first come, first served basis, and you may not be able to rent Accessories at the time you desire. You agree that VIVRELLE is not responsible for the unavailability of any Accessories. VIVRELLE MAKES NO REPRESENTATIONS OR GUARANTEES WITH REGARD TO THE INVENTORY OF ACCESSORIES AT ANY TIME, NOR THE AVAILABILITY OF ONE OF MORE ACCESSORIES. Once you select an Accessory to rent, you can finalize the rental through your Account, subject to the terms of this Agreement. Once you select an Accessory to rent, VIVRELLE confirms that the requested Accessory is available, including whether it is available at your Level (each selected and available Accessory, a “Selected Accessory”).

5.4.3. Shipping. A Selected Accessory will be shipped to the mailing address you provided through your Account. Please ensure that the mailing information is correct and current at all times. Selected Accessories will be shipped via the carrier of VIVRELLE’s choice. Selected Accessories will be shipped with a signature requirement for delivery. The Selected Accessories will be shipped to you in packaging selected by VIVRELLE (“Packaging”). The Packaging may be different for different Selected Accessories. All Packaging must be returned with the Selected Accessories. All references to Selected Accessories in this Agreement shall include the Packaging.

5.4.4. Rental Period. When you receive a Selected Accessory, you may return the Selected Accessory as soon as you want or keep it for as long as you want during the Membership Term, subject to the terms of this Agreement. The period of time you have a Selected Accessory is the “Rental Period.”

5.4.5. One Time Termination. Notwithstanding anything herein to the contrary, within three (3) days of receipt of your first Selected Accessory only, you may terminate this Agreement for any reason or no reason. If you elect to terminate under this Section, you must log in to your Account and terminate your Account within three (3) days of receipt of first Selected Accessory and return the Selected Accessory. Termination will be effective upon VIVRELLE’S receipt of the Selected Accessory.

5.4.6. Freeze. You may freeze your Membership after the Initial Membership Term subject to the freeze policy, available here.

5.5. Accessories

5.5.1. Generally. The Accessories are the property of VIVRELLE, and you acknowledge and agree that you are renting the Accessories only, and you do not have any ownership right in or to the Accessories, unless you purchase the Accessory, as set forth in Section 5.10. Not all Accessories are available at all Levels, and the number of Accessories you are able to rent is limited per your selected Level.

5.5.2. Condition of Accessories. The condition of Accessories when you receive them may vary. Some Accessories will be brand new when you receive them, some Accessories may be gently used, and some Accessories may be vintage pieces that show signs of wear and tear. In the event an Accessory arrives to you in a substandard condition, please contact us immediately at membership@vivrelle.com. The Accessories must be maintained in good condition and returned to VIVRELLE in good condition. Please be aware that VIVRELLE will inspect all Selected Accessories and you may be charged for any excessive damage or harm to the Selected Accessories.

5.5.3. Rental Process

(a) VIVRELLE will send you an email with confirmation of shipment of the Selected Accessory if available. No rental requests are confirmed unless and until you receive an email confirmation that the Selected Accessory has shipped.

(b) Subject to your Level permissions, you may not rent another Accessory until VIVRELLE receives your returned Selected Accessory. Once you return a Selected Accessory, and VIVRELLE processes the return, your rental window will open, and you may rent another Accessory.

5.5.4. Returns. At the end of the Rental Period, you must return the Selected Accessory, in good condition pursuant to Section 5.9, unless you have purchased the Selected Accessory pursuant to Section 5.10. If you have cancelled your Membership, or have otherwise failed to pay the Subscription Fee for two (2) or more Months, and you do not return a Selected Accessory, or if VIVRELLE has any reason to believe you will not return a Selected Accessory, VIVRELLE may charge, and you authorize VIVRELLE to charge, your payment instrument automatically the retail price of the Selected Accessory and collect the full retail price for such Selected Accessory. All determinations as to the retail price will be made in VIVRELLE’s sole discretion.

5.5.5. Returned Items. If VIVRELLE has any reason to believe that an item returned to VIVRELLE at the end of the Rental Period is not the same Accessory that was shipped to you by VIVRELLE, VIVRELLE may expend costs to re-authenticate the returned item. You will be responsible for any such costs, and VIVRELLE may promptly charge your payment instrument automatically for such costs. If the item as returned is not the same item as shipped to you, the Accessory will be treated as lost without coverage (as described in Section 5.11.4).

5.5.6. Limited to You. You are the only renter of the Selected Accessories, and you are the only person that is authorized to use the Selected Accessories. You will not allow any third party to use the Selected Accessories during your Rental Period. Your rights under this Agreement are limited to your personal, non-commercial use. You may not rent the Selected Accessories to any third party, nor charge third parties for use of the Selected Accessories.

5.5.7. Communication with VIVRELLE. You agree that you will report any problem with the Selected Accessories, including but not limited to, damaged Selected Accessories or lost Selected Accessories to VIVRELLE at hello@vivrelle.com immediately (or immediately after you have, as necessary, contacted local emergency services or police). YOU ARE SOLELY RESPONSIBLE FOR THE SELECTED ACCESSORIES DURING THE RENTAL PERIOD, INCLUDING IF IT IS LOST OR STOLEN, SUBJECT TO THE COVERAGE PROVISIONS IN SECTION 5.11.

5.5.8. Lost or Stolen Accessories. All decisions as to whether a Selected Accessory is lost/stolen are to be made by VIVRELLE, in VIVRELLE’s sole and absolute discretion. If VIVRELLE believes that a Selected Accessory is lost/stolen, the process described herein related to coverage will apply. VIVRELLE shall have the right, but not the obligation, to take any action in connection with the recovery of lost/stolen Selected Accessories.

5.5.9. Charges for Damaged Accessories. If you return a Selected Accessory with damage exceeding normal wear and tear, as determined by VIVRELLE in its sole discretion, you agree that VIVRELLE may promptly charge your payment instrument automatically and collect the full retail price for such Selected Accessory. All determinations as to the retail value will be made at VIVRELLE’s sole and absolute discretion.

5.6. Levels

5.6.1. Generally. You understand that not all Accessories are available at all Levels. The value of Accessories that you may select from and the number of Accessories that you may rent at one time.

5.6.2. Selecting Your Level. When you complete your Account and commence your Subscription, you will select your Level, subject to VIVRELLE’s approval. You may request to change your Level as set forth below.

5.6.3. Changes. You may, or we may, on your behalf, change your Level from time to time. To request a Level change, please visit your Account on the Website or App. You must return any Accessories that are only available to a higher Level before you may change your Level. If you change a Level, provided such change is in compliance with the terms of this Section, the change will be effective as of the Start Day of the next Month, and you will be charged the Subscription Fee for the new Level on that Start Day.

5.7. Fees and Payment

5.7.1. Generally. We make available the ability to purchase or otherwise obtain a Subscription through the Services, and may otherwise require payment for certain fees or other transactions as described herein (each a “Transaction”).

5.7.2. Subscription Fee. The fee for each Level is set forth on the Website “How it Works” page (currently at www.vivrelle.com/how-it-works) and on the App “How it Works” tab (the “Subscription Fee”). The Subscription Fee is subject to change at any time by VIVRELLE. The Subscription Fee includes your Membership fee for each Month (at the selected Level), as well as shipping and return shipping fees for the Selected Accessories.

5.7.3. Card. In order to maintain your Membership, you must have a valid payment method on file in your Account. You may be asked to supply certain relevant information about your payment method, such as credit card number and its expiration date, your billing address and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY PAYMENT METHOD THAT YOU SUBMIT TO THE SERVICES OR IN CONNECTION WITH A TRANSACTION. By submitting such information, you authorize us to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction.

5.7.4. Payment. On the Start Day of each Month, your payment instrument will be charged the Subscription Fee. You authorize us to charge your payment method for the Subscription Fee on each Month’s Start Day for each Month of the Membership Term. We will charge your payment method for the Subscription Fee and any other charges in accordance with these Terms until the end of your Membership Term or until you cancel your Subscription pursuant to Section 5.12 below.

5.7.5. Authorization. By becoming a Member, you authorize VIVRELLE or its designee to charge your payment instrument for the Subscription Fee each Month during the Term and for any other Transactions as described herein. VIVRELLE reserves the right to, but does not have the obligation to, determine whether your payment instrument is pre-authorized to accept a minimum charge equal to the Subscription Fee, or another amount determine by VIVRELLE.

5.7.6. Non-Payment. If your payment instrument cannot be charged, in whole or in part, for any reason, you agree to pay all amounts due upon VIVRELLE’s demand.

5.7.7. Termination for Non-Payment. VIVRELLE may terminate or suspend this Agreement if your payment insturment cannot be charged.

5.7.8. Interest and Collection Costs. In the event you do not pay any amounts due under this Agreement, you will be liable to VIVRELLE for any costs or expenses incurred by or on behalf of VIVRELLE in connection with its collection of amounts due under this Agreement. Further, interest shall be payable on all amounts outstanding at the rate of at a rate equivalent to the prime rate according to the Wall Street Journal or another reputable business publication plus one percent (1%), or the maximum amount allowed by law, whichever is lower, per annum from the date such payment was due.

5.7.9. Taxes. All applicable local, city, and state taxes are your responsibility. You agree to pay these taxes.

5.7.10. Deposits. VIVRELLE reserves the right to request a deposit, and/or require the return of any or all Selected Accessories in your possession in the event you fail to pay the Subscription Fee, in the event VIVRELLE is unable to charge your payment instrument, or in the event VIVRELLE has reason to believe, in its sole discretion, that you may not pay the Subscription Fee.

5.8. Delivery. Once you have received a confirmation that your Selected Accessory is available, you will receive a notification that the Selected Accessory has shipped, with a tracking number. The Selected Accessory will ship via the courier of VIVRELLE’s choice. The delivery of the Selected Accessory will be on a signature required basis. Please ensure that someone will be available to sign for the Selected Accessory. Delivery time for Selected Accessories may vary based upon (a) Accessory availability, (b) your delivery address, (c) when you place an order, and (d) other circumstances impacting delivery. The risk of loss for Selected Accessories shipped passes to you upon delivery.

5.9. Returns

5.9.1. Generally. Unless purchased, all Selected Accessories must be returned to VIVRELLE. Each Selected Accessory will be sent with materials to return ship the Selected Accessory. All Selected Accessories must be returned with Packaging, except for the dust bags, which you may keep.

5.9.2. VIVRELLE Return Shipping Method. YOU MUST USE THE VIVRELLE SHIPPING METHOD TO RETURN ANY ACCESSORIES TO VIVRELLE. YOU MAY NOT USE YOUR OWN SHIPPING MATERIALS. Please keep all Packaging and packaging materials to return the Selected Accessories. You will be provided a shipping label by VIVRELLE. If you have lost the shipping label, you may print a replacement from your Account. You cannot use your own shipping method. Please ensure that the package is successfully delivered to the appropriate carrier pick up.

5.9.3. Your Own Shipping Method. IF YOU LOSE ANY RETURN SHIPPING MATERIALS PROVIDED BY VIVRELLE, OR OPT NOT TO USE THE LABEL PROVIDED BY VIVRELLE, OR OTHERWISE USE ANYTHING OTHER THAN THE MATERIALS AND LABELS PROVIDED BY VIVRELLE, SUCH RETURN WILL BE AT YOUR OWN RISK, AND YOU WILL BE RESPONSIBLE TO VIVRELLE FOR ANY DAMAGED OR LOST ACCESSORIES IN TRANSIT TO VIVRELLE, OR THAT ARE NOT RECEIVED BY VIVRELLE. PLEASE BE AWARE OF ANY COVERAGE LIMITATIONS ASSOCIATED WITH YOUR SELECTED RETURN METHOD IF YOU OPT NOT TO USE THAT WHICH IS PROVIDED BY VIVRELLE, AS YOU ARE RESPONSIBLE FOR THE SELECTED ACCESSORY UNTIL IT IS RECEIVED BY VIVRELLE.

5.9.4. In Person Drop Off. You may drop off Selected Accessories for return at VIVRELLE’s office, during VIVRELLE’s normal business hours, provided you must hand the Selected Accessory to an authorized VIVRELLE representative and you may not leave the Selected Accessory without handing it to an authorized VIVRELLE representative.

5.10. Purchase. From time to time, VIVRELLE may agree to sell Accessories to Members. If you are interested in purchasing an Accessory, please contact VIVRELLE at hello@vivrelle.com. The purchase of Accessories will be on separate written terms agreed to between you and VIVRELLE.

5.11. Coverage. There are two types of coverage: (i) the base coverage that comes with each Subscription and (ii) an enhanced coverage plan. YOU WILL ONLY RECEIVE THE ENHANCED COVERAGE PLAN IF YOU SUBSCRIBE TO IT AND PAY FOR IT. If you want to change your coverage plan, please visit your Account. In each instance, there are limitations on what the coverage covers. COVERAGE WILL ONLY APPLY IF THE SELECTED ACCESSORY IS IN YOUR CARE, CUSTODY, AND CONTROL. VIVRELLE IS NOT THE COVERAGE PROVIDER, AND ALL DECISIONS AS TO WHETHER THERE IS COVERAGE WILL BE MADE IN VIVRELLE’S THEN CURRENT COVERAGE PROVIDER’S DISCRETION, AND ANY SUCH DECISIONS WILL BE BINDING. If you have a coverage policy that covers an Accessory, and you collect any payment from that coverage policy, you will have to reimburse VIVRELLE for any amounts you collect under your policy towards the cost of the Accessory.

5.11.1. Base Coverage. Your Subscription includes a base coverage policy. The base policy covers normal wear and tear to the Selected Accessories. Normal wear and tear will be determined by VIVRELLE in its sole discretion. There will be no obligation on your part if you suffer a loss of a Selected Accessory in a fire, robbery, or burglary, as long as the item was in your custody and control at the time. In the event of such a loss, you must forward a signed statement detailing the loss and a copy of the police report. If a Selected Accessory be returned in severely damaged condition, you are responsible for paying the amounts determined by VIVRELLE in connection with such damaged item. If the normal wear and tear is a result of your negligence, or you intentionally damaged the Selected Accessory, in each case as determined by VIVRELLE in its sole discretion, no coverage will apply.

5.11.2. Enhanced Coverage. If you elect to upgrade your coverage to the enhanced coverage, and pay for the additional fee through the Rental Period and at the time of damage, if a Selected Accessory is returned with damage that is more than standard wear and tear, you will not be responsible for the cost, unless, as determined by VIVRELLE in its sole discretion, the damage was a result of your negligence, or you intentionally damaged the Selected Accessory, or the Selected Accessory was not in your care, custody, and control when the damage occurred.

5.11.3. Custody and Control. You will be 100% responsible for any loss or damage resulting if an Accessory is not in your care, custody and control. The only place a Selected Accessory can be left unattended is in your residence or your hotel room.

5.11.4. No Coverage. Regardless of the coverage you select, if you or VIVRELLE terminates this Agreement, suspends your Membership, or your Membership is frozen, and all Accessories are not immediately returned, you are responsible for paying the retail value of the Selected Accessory to VIVRELLE, and VIVRELLE may charge, and you authorize VIVRELLE to charge, your payment instrument automatically the retail price of all Accessories in your possession and collect the full retail price for such Accessories.

5.12. Membership Term and Termination

5.12.1. Membership Term. The “Initial Membership Term” of shall commence on the first Start Day of your Subscription and continue for three (3) Months. The Subscription shall automatically renew for successive one (1) Month periods (“Renewal Membership Term(s)”), unless terminated as set forth herein. The Initial Membership Term together with any the Renewal Membership Term(s) shall be referred to as the “Membership Term”.

5.12.2. No Early Termination of the Initial Term. You may not terminate your Subscription during the Initial Term. If you seek to cancel your Subscription during the Initial Term, VIVRELLE reserves the right to charge your payment instrument for the remaining Subscription Fees for the full Initial Term.

5.12.3. Non-Renewal. You may terminate your Membership at any time, provided: (i) such termination will not be effective until the end of the Initial Membership Term; (ii) you do not have any Selected Accessories; (iii) VIVRELLE has received all Selected Accessories returned to VIVRELLE; and (iv) you terminate your Membership at least five (5) days before the Start Day of your next Month. If you terminate your Membership in compliance with the foregoing, the effective date of termination of the Membership will be the last day of the current Month. If you terminate under this Section with less than five (5) days before the Start Day of your next Month, the Membership will still terminate, but the effective date of termination will be the last day of the following Month. If your Membership is terminated under this Section, you will be responsible for payment of the Subscription Fee through the end of the Month in which termination is effective.

5.12.4.By VIVRELLE. VIVRELLE may terminate your Membership at any time, for any or no reason, with immediate effect. If your Membership is terminated by VIVRELLE, you will be entitled to a refund, on a pro rata basis, of the Subscription Fee actually paid by you for the remainder of the Month after the effective date of termination. You refund will be on a pro rata basis based on a thirty-day period.

5.12.5. Suspension. Without limiting VIVRELLE’s termination rights as set forth herein, if you breach this Agreement, or VIVRELLE believes or has reason to believe that you are likely to breach this Agreement, or that you have or are likely to damage an Accessory, VIVRELLE may suspend your access to Accessories and you must immediately return all Accessories.

5.12.6. Result of Termination. Except as specifically provided herein to the contrary, upon expiration or termination of your Membership, your Account will be terminated, and your Subscription will end. Further, you must immediate return any Selected Accessories, or other Accessories you have in your possession, in compliance with the return procedure. You will pay all Subscription Fees and any other fees or amounts accrued during the Membership Term if not already collected.

6. TEXT MESSAGING TERMS AND CONDITIONS

6.1. Express Consent. By opting in to receive text messages from VIVRELLE, which may include without limitation SMS messages or MMS messages, (a “Program”), you provide your express consent to receive automated text messages from VIVRELLE at the mobile number you provided, including text messages that may be sent using an automatic telephone dialing system. Consent to receive automated text messages is not a condition of any purchase.

6.2. Program Details. A Program may include recurring and nonrecurring text messages related to promotions, products, events, cart reminders, special offers, updates, or other VIVRELLE-related news, as well as other information that we think will be of interest to you. Text message frequency will vary. VIVRELLE reserves the right to alter the frequency of text messages sent at any time, such as to increase or decrease the total number of sent text messages. VIVRELLE also reserves the right to change the short code or phone number from which text messages are sent. Text message and data rates may apply. Not all mobile devices or handsets may be supported, and our text messages may not be deliverable in all areas. The content of our text messages may not be available and viewable on all mobile phone carriers. VIVRELLE, its service providers, and the mobile phone carriers supported by a Program are not liable for delayed or undelivered messages.

6.3. Cancellation. You may opt out of a Program at any time. Text the keyword STOP to the phone number or short code that messaged you to cancel your participation in a Program. After texting STOP to the phone number or short code that messaged you, you will receive one additional message confirming that your request has been processed. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that do not consist of the STOP keyword command and agree that VIVRELLE and its service providers will have no liability for failing to honor such requests. If you unsubscribe from one of our Programs, you may continue to receive text messages from us through any of the other Programs you have joined until you separately unsubscribe from each of those Programs.

6.4. Privacy. Please review our Privacy Policy, described in Section 2, for information about privacy practices.

6.5. Help and Customer Care; Contact Us. You can text the keyword HELP to the phone number or short code that messaged you to receive customer care contact information. If you are experiencing any problems or have questions related to a Program, please contact us as at membership@vivrelle.com.

7. RULES OF CONDUCT

In connection with the Services, you must not:

Post, transmit or otherwise make available through or in connection with the Services any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
Post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
Use the Services for any commercial purpose, or for any purpose that is fraudulent or otherwise tortious or unlawful.
Harvest or collect information about users of the Services.
Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available, including by hacking or defacing any portion of the Services; or violate any requirement, procedure or policy of such servers or networks.
Restrict or inhibit any other person from using the Services.
Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) the Services except as expressly authorized herein, without VIVRELLE’s express prior written consent.
Reverse engineer, decompile or disassemble any portion of the Services, except where such restriction is expressly prohibited by applicable law.
Remove any copyright, trademark or other proprietary rights notice from the Services.
Frame or mirror or archive any portion of the Services, or otherwise incorporate any portion of the Services into any product or service, without VIVRELLE’s express prior written consent.
Systematically download and store content from the Services.
Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services, without VIVRELLE’s express prior written consent.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Services.

8. OUR PROPRIETARY RIGHTS

The Website, App, and any Products, and all materials provided through the Services, including but not limited to information, documents, products, logos, graphics, sounds, images, compilations, content and services (“Materials”), are owned by VIVRELLE or by respective third party supplies, authors, developers, or vendors (“Third Party Providers”) and are protected by proprietary rights and laws. Except as stated herein, none of the Materials may be modified, copied, printed, reproduced, distributed, republished, performed, downloaded, displayed, posted, transmitted and/or otherwise used in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, without the prior express written permission of VIVRELLE. Our trade names, trademarks and service marks include VIVRELLE and any associated logos. All trade names, trademarks, service marks and logos on the Services not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos without Vivrelle’s permission. Nothing contained on the Website or App, or otherwise available through the Services, should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

Except where expressly provided otherwise by VIVRELLE, nothing on the Website shall be construed to confer any license or ownership right in or to the Materials, under any of VIVRELLE’s intellectual property rights, whether by estoppel, implication, or otherwise. See the “Contact Information” section below if you have any questions about obtaining such licenses. Except as otherwise provided herein, Materials provided by Third Party Providers have not been independently reviewed, tested, certified, or authenticated in whole or in part by VIVRELLE. VIVRELLE does not provide, sell, license, or lease any of the Materials other than those specifically identified as being provided by VIVRELLE.

VIVRELLE is an independent company not affiliated with any third-party brands identified on or through the Services. Third-party brands identified on or through the Services: (i) do not authenticate the Products being offered through the Services, and (ii) do not assume responsibility for any Products rented or purchased through the Services. Third-party brands offered on or through the Services are not partners or affiliates of us in any manner. For more information regarding authentication of the Products, see our FAQ.

9. TERMINATION

This Agreement is effective until terminated. We may suspend or terminate your Account or your use of the Services at any time, for any reason or for no reason. You are personally liable for any orders that you place or charges that you incur prior to termination. We reserve the right to change, suspend, or discontinue all or any aspect of the Services at any time without notice. Upon any such termination or suspension, your right to use the Services will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete your user name, password and Account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2 shall survive any expiration or termination of this Agreement.

10. SUBMISSIONS

You may be able to make available certain materials (each, a “Submission”) through or in connection with the Services, including on profile pages or on the Service’s interactive services. VIVRELLE has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK.

You will not post any Submission that (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (b) bigoted, hateful, or racially or otherwise offensive; (c) is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or (d) otherwise harms or can reasonably be expected to harm any person or entity

11. LINKS TO THIRD PARTY SITES

The Website may make available access to information, products, services and other materials made available by third parties, including Submissions (“Third Party Materials”) or may contain links or have references to Third Party Materials. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials. VIVRELLE is not responsible for and does not endorse or accept any responsibility for the contents or use of these third party websites. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Services at any time. VIVRELLE is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by VIVRELLE of the linked website and/or the content and materials found at the linked website, except as specifically stated otherwise by VIVRELLE, nor does such availability create any legal relationship between you and any such provider. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. It is your responsibility to take precautions to ensure that whatever you select for your use is free of viruses or other items of an intrusive nature.

YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

12. MONITORING

VIVRELLE reserves the right, but disclaims any obligation or responsibility, to (a) refuse to post or communicate or remove any Submission from any VIVRELLE site that violates these Terms and (b) identify any user to third parties, and/or disclose to third parties any Submission or personally identifiable information, when we believe in good faith that such identification or disclosure will either (i) facilitate compliance with laws, including, for example, compliance with a court order or subpoena, or (ii) help to enforce these Terms and/or protect the safety or security of any person or property, including any Services. Moreover, we retain all rights (but have no obligation) to monitor, evaluate, alter, or remove Submissions at any time for any reason or no reason whatsoever. We may disclose information regarding your access to and use of the Services, and the circumstances surrounding such access and use, to anyone for any reason or purpose.

13. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY LAW, (A) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VIVRELLE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED $1,000.00, (B) IN NO EVENT SHALL VIVRELLE BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, INCLUDING FOR ANY DAMAGES TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY AND/OR FOR LOSS OF DATA, CONTENT, IMAGES, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE ACCESSING OR USE OF, OR INABILITY TO USE, THE WEBSITE, THE APP, OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THE DOWNLOADING OF ANY MATERIALS, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHER TORTIOUS ACTION, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH, EVEN IF VIVRELLE OR THE THIRD PARTY PROVIDER HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR ANY PRODUCT OR THIRD PARTY MATERIALS IS TO STOP USING THE SERVICES. ALL LIMITATION OF LIABILITY OF ANY KIND (INCLUDING THIS SECTION) ARE MADE FOR THE BENEFIT OF VIVRELLE AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, AND THIRD PARTY PROVIDERS (“AFFILIATED ENTITIES”).

14. ACTUAL DAMAGES & COLLECTION

Without limiting any other provision of this Agreement, in the event you fail to pay the Subscription Fee, or any other amounts due or owing to VIVRELLE, or to return any Selected Accessories, or return a Selected Accessory in a damaged condition, in addition to being charged the complete retail value of the Selected Accessory in your possession, you will be responsible to pay VIVRELLE its ACTUAL DAMAGES, including but not limited to the Subscription Fee plus interest, as well as applicable costs or expenses incurred by VIVRELLE in connection with collecting payment from you, cleaning the Selected Accessory, restoring the Selected Accessory, or otherwise fixing the Selected Accessory.

No provision of this Agreement limits or otherwise restricts VIVRELLE from any recourse or other self-help process as permitted by law that VIVRELLE may take to recoup or otherwise collect its property, including Accessories, or any amounts due.

15. YOUR LIMITED RIGHTS

Subject to your compliance with this Agreement, and solely for so long as you are permitted by VIVRELLE to use the Services, you may view one (1) copy of any portion of the Website to which we provide you access under this Agreement, on any single device, solely for your personal, non-commercial use.

The App is licensed (not sold) to end users. Subject to your compliance with this Agreement, and solely for so long as you are permitted by VIVRELLE to use the Services, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the App on a mobile device that you own or control, solely for your personal, non-commercial use. If you fail to comply with any of the terms or conditions of this Agreement, you must immediately cease using the App and remove (that is, uninstall and delete) the App from your mobile device.

16. LICENSES FROM YOU

16.1. License. For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

16.2. Feedback. In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Services or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place VIVRELLE under any fiduciary or other obligation.

17. REFUNDS

If a Member is ever unhappy with their Selected Accessory and would like a refund, they may email membership@vivrelle.com and someone from VIVRELLE’s team will be happy to assist and discuss best next steps.

18. PROMOTIONS

Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern.

19. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SERVICES AND ANY PRODUCTS, ACCESSORIES AND THIRD PARTY MATERIALS ARE PROVIDED “AS IS,” AND ON A “WHERE AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, OR STATUTORY (B) VIVRELLE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUARY REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE SERVICES, AND ALL PRODUCTS, ACCESSORIES AND THIRD PARTY MATERIALS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND QUALITY OF GOODS AND SERVICES EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. VIVRELLE MAKES NO REPRESENTATIONS, GUARANTIES OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE AND THE GOODS, SERVICES AND/OR MATERIALS ASSOCIATED WITH THE WEBSITE, OR THE RESULTS YOU MAY OBTAIN BY ACCESSING OR USING THE WEBSITE AND/OR THE GOODS, SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VIVRELLE DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE WEBSITE OR MATERIALS WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE; (B) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL YOU PURCHASE OR OBTAIN THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS; OR (C) THE GOODS, SERVICES, MATERIALS, OR THE SYSTEMS THAT MAKE THE SERVICES AND WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT VIVRELLE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE WEBSITE AND SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. VIVRELLE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. VIVRELLE EXPRESSLY DISCLAIMS ANY WARRANTY RELATED TO THE QUALITY OF GOODS AND/OR SERVICES AND THE PERSONS OR BUSINESSES REFERENCED ON THE WEBSITE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION) ARE MADE FOR THE BENEFIT OF BOTH VIVRELLE AND THE AFFILIATED ENTITIES.

Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at membership@vivrelle.com with a description of such alteration and its location on the Services.

20. INDEMNITIES

To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless VIVRELLE and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Services (including all Submissions and use of the Accessories); and (b) any violation or alleged violation of this Agreement by you.

21. YOUR RESPONSIBILITIES; EXPORT CONTROLS

21.1. You will comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with your use of the Services, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which VIVRELLE controls and operates the Services and services associated therewith. Furthermore, you expressly agree not to violate any rights of publicity or privacy of any person, nor defame any person or entity.

21.2. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

22. NOTICES; QUESTIONS, COMPLAINTS; DMCA

22.1. Notices. VIVRELLE may give notice by means of a general notice on the Services, electronic mail to your e-mail address on record in VIVRELLE’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in VIVRELLE’s account information. You may give notice to VIVRELLE at any time by letter sent by letter delivered by registered mail with return receipt to: Vivrelle, Inc., Website Notices, 244 Madison Avenue #1162, New York, New York, 10016, membership@vivrelle.com. All notices shall be deemed to have been given four days after mailing or 36 hours after sending by confirmed facsimile, email or posting to the Website.

22.2. Questions, Complaints. If you have a question or complaint regarding the Services, please send an e-mail to membership@vivrelle.com. You may also contact us by writing to Vivrelle, Inc., Website Notices, 244 Madison Avenue #1162, New York, New York, 10016, or by calling us at (646) 706 – 1227. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

22.3. DMCA. Furthermore, VIVRELLE complies with the Digital Millennium Copyright Act (“DMCA”). The DMCA provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Services infringe your copyright, you (or your agent) may send to VIVRELLE a written notice by mail or e-mail, requesting that VIVRELLE remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to VIVRELLE a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Any notices given pursuant to the DMCA shall be sent to VIVRELLE’s designated agent via email at dmca@vivrelle.com or via registered US mail sent return receipt to: DMCA Compliance Agent, Vivrelle, Inc., Website Notices, 244 Madison Avenue #1162, New York, New York, 10016.

23. GOVERNING LAW; ARBITRATION

23.1. We will work in good faith to resolve any issue you have with the Website, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction.

23.2. In the interest of resolving disputes between you and VIVRELLE in the most expedient and cost-effective manner, you and VIVRELLE agree that ALL disputes arising out of or related to these Terms and/or your use of any of VIVRELLE’s products, whether based in tort, statute, fraud, contract, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these terms, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. This arbitration provision shall survive termination of these Terms and any other contractual relationship between you and VIVRELLE. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND VIVRELLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

23.3. Exceptions to Arbitration Agreement. Notwithstanding the paragraph above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if such an action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

23.4. Arbitration Process. If you desire to assert a claim against VIVRELLE, and you therefore elect to seek arbitration, you must first send to VIVRELLE, by certified mail, a written Notice of your claim (“Notice”). The Notice to VIVRELLE should be addressed to: Vivrelle, Inc., Website Notices, 244 Madison Avenue #1162, New York, New York, 10016 (“Notice Address”). If VIVRELLE desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by VIVRELLE, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If VIVRELLE and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or VIVRELLE may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by VIVRELLE or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association (“AAA”) at www.adr.org. The arbitration will be governed by the Consumer Arbitration Rules (“AAA Rules”) of the American Arbitration Association, as modified by these Terms, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms, including this arbitration agreement. Any arbitration hearing will take place telephonically, unless an in-person hearing is requested by either party and such request is approved by the arbitrator. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. The arbitrator shall award reasonable fees to the prevailing party, unless such award would conflict with applicable law.

23.5. No Class Actions.

23.5.1. YOU AND VIVRELLE 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 VIVRELLE agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. 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. If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts in New York, New York.

23.5.2. The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against VIVRELLE or against you by the same or coordinated counsel or are otherwise coordinated. In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and VIVRELLE understand and agree that when twenty-five (25) or more similar claims are asserted against VIVRELLE or you by the same or coordinated counsel or are otherwise resolved, your or VIVRELLE’s claim might be delayed. For such coordinated actions, you and VIVRELLE also agree to the following coordinated bellwether process. Counsel for the claimants and counsel for VIVRELLE shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise. This staged process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this staged process from the time the first cases are selected for a bellwether process until the time your case is selected for a bellwether process, withdrawn, or otherwise resolved. A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against VIVRELLE or you.

23.6. New York Law Governs. These Terms will be governed by the laws of the State of New York.

24. MISCELLANEOUS PROVISIONS

This Agreement represents the parties’ entire understanding relating to the use of the Website and supersedes any prior or contemporaneous, conflicting or additional, communications. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between VIVRELLE and you as a result of these Terms or use of the Website. You may not assign this Agreement without the prior written approval of VIVRELLE. Any purported assignment in violation of this section shall be void. VIVRELLE reserves the right to use Third Party Providers in the provision of the Website and/or the goods, service and/or Materials associated therewith. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. Any and all rights not expressly granted herein are reserved by VIVRELLE.

25. APPLE-SPECIFIC TERMS

In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the App compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to these Terms and does not own and is not responsible for an App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to an App. Apple has no obligation whatsoever to furnish any maintenance or other support services for an App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to an App. Apple is not responsible for addressing any claims from you or a third party relating to an App or your possession and/or use of an App, including, but not limited to: (i) product liability claims; (ii) any claim that an App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection, privacy, or similar legislation; and (iv) claims attributable to the failure of an App to conform to any warranty. In the event of any third-party claim that an App or your possession and use of an App infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Any questions, complaints or claims relating to an App, including those pertaining to intellectual property rights, must be directed to VIVRELLE in accordance with the “Notices; Complains; DMCA” section above. The license you have been granted herein is limited to a non-transferable license to use an App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s Apple Media Services Terms and Conditions. In addition, you must comply with the terms of any third-party agreement applicable to you when using an App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance of the terms and conditions of these Terms, they will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof; notwithstanding the foregoing, VIVRELLE’s right to enter into, rescind or terminate any variation, waiver or settlement under these Terms is not subject to the consent of any third party.

26. NEW JERSEY CONSUMERS

If you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) the disclaimer of liability for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code and New Jersey Consumer Fraud Act); (b) the limitations of liability for lost profits or loss or misuse of any data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act); (d) the requirement that you indemnify VIVRELLE and the Affiliated Entities (for example, to the extent the scope of such indemnity is prohibited under New Jersey law); and (e) the New York governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).