Terms & Conditions

EFFECTIVE DATE: jUNE 6, 2022

SpoiledChild Inc. (“SPOILEDCHILD®”, “we”, “us”, or “our”) provides the Site Content (as defined in the Section III.A.), products (including samples thereof) and services (together “Site Offerings”) available on the website located at www.spoiledchild.com, other iterations of the website including mobile applications, and such websites and social media accounts authorized by us to provide Site Offerings (each, together with any sub-domains and any Site Offerings thereon, collectively defined as the “Sites”), to you subject to the following terms and conditions, our Privacy Policy and other terms and conditions and policies which you may find throughout our Sites in connection with certain functionality, features or promotions as well as customer service, all of which are deemed a part of and included within these terms and conditions (collectively, "Terms and Conditions").

For purposes of these Terms and Conditions, “you” and “your” means you as the user of the Sites. If you use the Sites on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms and Conditions, and (b) you agree to these Terms and Conditions on the entity's behalf.

SECTION VII. BELOW TITLED “ARBITRATION AND CLASS ACTION WAIVER” CONTAINS A BINDING ARBITRATION CLAUSE FOR DISPUTES BETWEEN US, A LIMITATION OF OUR LIABILITY TO YOU AND A WAIVER OF YOUR RIGHT TO BRING A CLASS ACTION LAWSUIT.  THESE SIGNIFICANTLYAFFECT YOUR LEGAL RIGHTS TO BRING CLAIMS AGAINST US, INCLUDING IN COURT. PLEASE READ THEM CAREFULLY.

If you are under eighteen (18) years of age (or the legal age of majority in your jurisdiction, if greater than eighteen (18)), you may not under any circumstances, enter into any transactions on the Sites or provide personal information to us for any purpose, except through your legal guardian under applicable law once your legal guardian has reviewed and agreed to these Terms and Conditions in their entirety. The Sites are not directed to children under thirteen (13) years of age. IF YOU ARE UNDER 13, YOU MAY NOT ACCESS AND/OR USE THE SITES AND/OR SITE OFFERINGS. By accessing or using the Sites, you represent and warrant that you meet all of these requirements. 

By accessing or using the Sites, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by the Terms and Conditions. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS IN THEIR ENTIRETY, YOU MAY NOT ACCESS AND/OR USE THE SITES AND/OR SITE OFFERINGS.

I. General
         A. Privacy
         B. Territory
         C. Agreement
II. Purchases
         A. Prices and Payment
             (i) General
             (ii) Discounts
             (iii) Free Shipping
             (iv) Changes and Pricing
         B. Use Restrictions
         C. Billing
             (i) General
             (ii) Auto-Refill
             (iii) Try Before You Buy
         D. Order Acceptance; Shipping
         E. Returns
III. Intellectual Property
         A. Ownership
         B. Ownership of Feedback
         C. Limited License; Use Restrictions
IV. Account Creation and User Content
         A. Your Account
         B. User Content
         C. Deletion of User Content
         D. Photo Data
V. Third-Party Information
         A. Third-Party Links
         B. Copyright Infringement Notices
VI. Account Creation and User Content
         A. Disclaimer of Warranties
         B. Accuracy of Information
         C. Acknowledgements
         D. Disclaimer of Warranties
         E. Accuracy of Information
         F. Limitations of Liability
         G. Indemnification
VII. Arbitration and Class Action Waiver
         A. Initial Informal Process
         B. Arbitration Agreement and Class Action Waiver
             (i) Requirement
             (ii) Jury Trial and Class Action Waiver
             (iii) Venue
             (iv) Discovery
             (v) Arbitral Award
             (vi) Confidential Proceedings
         C. Costs of Arbitration
         D. Opt-Out
VIII. Other Provisions
         A. SMS Messaging and Phone Calls
         B. Consent to Receive Notices Electronically by Posting on the Sites and Via Email
         C. Special Features, Functionality and Events
         D. Updating These Terms and Conditions
         E. Termination of License and Your Account
         F. Injunctive Relief
         G. California Residents
         H. Export Laws
         I. Miscellaneous
         J. How to Contact Us

I. General

A. Privacy

These Terms and Conditions incorporate our Privacy Policy available here. Please visit the Privacy Policy to understand how we protect your privacy and use your personal data.

B. Territory

These Terms and Conditions apply to individuals visiting the Sites from all locations without a dedicated SPOILEDCHILD® website (the “Territory”). Dedicated SPOILEDCHILD® websites are not governed by these Terms and Conditions and are instead governed by the terms and conditions located on such dedicated websites as may be established from time-to-time.

C. Agreement

You acknowledge and agree that the Terms and Conditions constitute the complete and exclusive agreement between us concerning your use of the Sites and Site Offerings, and supersede and govern all prior proposals, agreements, or other communications. We reserve the right, in our sole discretion, to change the Terms and Conditions at any time by posting the changes on the Sites and providing notice of such change. Any changes to these Terms and Conditions are effective immediately upon posting to the Sites after notice of such change. Your continued use of the Sites thereafter constitutes your agreement to all such changed Terms and Conditions and if you do not agree with any of the changes or modifications, you must immediately cease using the Sites.

By accessing or using the Sites, you agree that you will comply with the Terms and Conditions and any warnings or instructions on the Sites. You agree that when accessing or using the Sites, Site Offerings or any Content, you will act in accordance with all applicable laws, custom and in good faith. You may not make any change or alteration to the Sites, Site Offerings and/or any Site Content or services that may appear on the Sites and may not impair in any way the integrity or operation of the Sites, Site Offerings and/or Site Content. Without limiting the generality of any other provision of the Terms and Conditions, if you default negligently or willfully in any of the obligations set forth in the Terms and Conditions, you shall be liable for all the losses and damages that this may cause to us, our parents, subsidiaries, affiliates, partners or licensors.

II. PURCHASE

A. Prices and Payment

(i) General. You can purchase our products and services via the Sites by completing the applicable purchase form and providing the requisite billing information. You acknowledge and agree that all such billing information that you provide is accurate, current and complete.  By purchasing any Site Offerings via the Sites, you confirm you understand the function of such product and/or service as set forth on the Sites and intend to use it only for such purpose. When you purchase products, you authorize your credit card, debit card and/or any other payment option provided by you (as permitted by SPOILEDCHILD® in its sole discretion (collectively, “Payment Method”) on the form or updated at a later date to be charged the applicable amount during the stated timeframe. You represent and warrant that you have the legal right to use the Payment Method you provide to us or our payment processor. Prices do not include applicable taxes and are in USD.  We reserve the right, with or without prior notice and in our sole and complete discretion, to (a) discontinue, modify, or limit the available quantity of, any Site Offerings, and (b) refuse to allow any user to purchase any Site Offerings or deliver such Site Offerings to a user or a user designated address. When you purchase Site Offerings, you (a) agree to pay the price for such Site Offerings as set forth on the Sites, and all shipping and handling charges and all applicable taxes in connection with your purchase (the “Full Purchase Amount”), and (b) authorize us to charge the provided Payment Method for the Full Purchase Amount. Prices do not include applicable taxes. Charges associated with your purchases will appear on your Payment Method statement through the identifier “SpoiledChild.” OTHER THAN AS EXPRESSLY SET FORTH HEREIN TO THE CONTRARY, ALL SALES OF PRODUCTS ARE FINAL AND NON-REFUNDABLE.

(ii) Discounts. SPOILEDCHILD® may offer, in our sole discretion, reduced and/or sale pricing, e-gift codes, free products, discounts for Auto-Refill, first-time or other types of orders, and/or other promotions from time-to-time (“Promotions”). We reserve the right to terminate any Promotion at any time. Unless superseded by a Promotion’s explicit terms, Promotions (a) apply to online orders only, (b) cannot be combined with other Promotions, and (c) do not apply to sale items, promotional kits, Try Before You Buy orders, products recommended through our quizzes, shipping charges and taxes. Discounts that are restricted to your first-time orders are limited to the first order from a unique account using a unique payment method with delivery to a unique address and cannot be reused if you return your first purchase.

(iii) Free Shipping. Auto-refill orders and any order for which you make a $75 or greater payment, excluding Promotions, shipped to addresses within the fifty states of the United States qualify for free standard shipping.

(iv) Changes and Pricing. We may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any Site Offerings. While we attempt to be as accurate as we can in our descriptions for the Site Offerings, we do not warrant that Site Offerings descriptions are accurate, complete, reliable, current, or error-free. If a Site Offering itself is not as described on the Sites, your sole remedy is to return it (for physical products, in unused condition). The inclusion of any Site Offerings for purchase through the Sites at a particular time does not imply or warrant that the Site Offerings will be available at any other time. We reserve the right to change prices for Site Offerings displayed on the Sites at any time, and to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes shall be effective immediately upon posting of such new Site Offerings prices to the Sites and/or upon making the customer aware of the pricing error.

B. Use Restrictions

The Site Offerings are for personal and/or professional use only. You may not commercially sell or resell any of the Site Offerings that you purchase or otherwise receive from us. We reserve the right, with or without notice, to cancel or reduce the quantity of any order to be filled or products or services to be provided to you that we believe, in our sole discretion, may result in the violation of our Terms and Conditions.

C. Billing

(i) General. Failure to use the products does not constitute a basis for refusing to pay any of the associated charges. Subject to the conditions set forth herein, you agree to be bound by the billing provisions of SPOILEDCHILD® in effect at any given time. Upon reasonable prior written notice to you (with e-mail sufficing), SPOILEDCHILD® reserves the right to change its billing provisions whenever necessary, in its sole discretion. Continued use of the Sites and/or purchase of products after receipt of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the billing provisions shall not apply to any charges incurred prior to the applicable amendment or modification.

SPOILEDCHILD®’s authorization to provide and bill for the products is obtained by way of your electronic signature or, where applicable, via physical signature and/or voice affirmation. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. SPOILEDCHILD®’s reliance upon your electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively. Both laws specifically preempt all state laws that recognize only paper and handwritten signatures.

The risk of loss and title for the products purchased by you passes to you upon delivery of the products to our designated carrier but we reserve the right to remedy user issues and concerns with our designated carriers on a case-by-case basis.

(ii) Auto-Refillefill. You may purchase certain Site Offerings from select countries within the Territory using our “Auto-Refill” subscription option as made available by and through the Sites. In connection with an Auto-Refill subscription, you may select the quantity and frequency of the ordered products, subject to the options made available by SPOILEDCHILD®. Your selection of an Auto-Refill subscription, while it remains active, serves as your authorization for SPOILEDCHILD® to make recurring charges based on the quantity and price of the Site Offerings you select for Auto-Refill, plus tax and any applicable shipping charges, to your selected Payment Method for each shipment. Your selection of an Auto-Refill subscription serves as your authorization for SPOILEDCHILD® to create, with the information that you provide during enrollment and may have provided earlier, an Account on your behalf from where you can manage your subscription. A condition of enrolment in the Auto-Refill subscription program is keeping a valid credit card on file in your Account. The actual cost of each shipment may vary depending upon applicable taxes, your chosen product quantity, and your chosen frequency and method of delivery. These recurring fees will be charged upon shipment of the subject Site Offering order. You acknowledge and agree that SPOILEDCHILD® does not need to obtain any additional authorization from you for the recurring charges.  On any date your Auto-Refill subscription is expected to next ship, SPOILEDCHILD® is authorized to charge your Payment Method and to have the fees applied to the same. We reserve the right to cancel an “Auto-Refill” subscription at any time, in our sole discretion.

You can modify or cancel any Auto-Refill order up to 24-hours before that order ships.  If you cancel or modify within 24-hours of shipment, that order will not be cancelled or modified. To (a) modify or cancel an order, (b) update your shipping address, billing information, Payment Method, etc. associated with your account, and/or (c) cancel the Auto-Refill subscription, please go to www.spoiledchild.com and log into your account by clicking the My Account Icon at the upper right corner, and from within the “Auto-Refills” tab of My Account. You may also cancel your Auto-Refill subscription by following the link at the bottom of each notification email we send to you prior to shipment of your next order. If you have any issues with your Auto-Refill subscription or order, please contact our customer support team at: [email protected].

(iii) Try Before You Buy

You may purchase certain products using our “Try Before You Buy” option as made available by and through the Sites. By placing a Try Before You Buy order, you authorize us to charge your Payment Method immediately for a nonrefundable original shipping fee and to charge the full price of any or all products for which you do not initiate a return or exchange from our returns portal located here during the fourteen (14) days after the date of delivery provided by the carrier (such time period, the “Trial Period”). You acknowledge and agree that SPOILEDCHILD® may keep your credit card on file for the Trial Period and does not need to obtain any additional authorization from you to charge for products not returned during the Trial Period. Products purchased after the Trial Period are not eligible for a refund. Your Payment Method may be subject to preauthorization, a temporary hold, for the full purchase price of your Try Before You Buy order, which may reduce the available balance or credit limit of your Payment Method for the duration of the temporary hold. An auto-replenishment subscription selected with a Try Before You Buy product that is returned during the Trial Period will be automatically canceled.

Subject to product availability, a Try Before You Buy order (a) may only contain up to three (3) products offered upon completion of a qualifying quiz; (b) is only available for your first purchase of an applicable product; (c) eligible for only up to two returns and/or exchanges; (d) must be placed separately from other methods of purchase; and (e) are only available for deliveries to and returns from the U.S. and Canada.

D. Order Acceptance; Shipping

Once we receive your order for a Site Offering, we will provide you with an order confirmation. Your receipt of an order confirmation, however, does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell; we are simply confirming that we received your order. We reserve the right at any time after receiving your order to accept or decline your order for any reason and in our sole discretion. If we cancel an order after you have already been billed, then we will refund the billed amount.  We are unable to cancel or edit orders at your request once placed. Title and risk of loss for any purchases of physical products pass to you upon our delivery to our carrier. We reserve the right to ship partial orders (at no additional cost to you), and, the portion of any order that is partially shipped may be charged at the time of shipment. All orders are shipped using one of our third-party couriers. Online tracking may be available at our courier’s website (for example, FedEx), though we make no warranties regarding its availability because it is not under our control. While deliveries may be scheduled for a specified arrival, we cannot guarantee delivery by any specific date or time. Shipments that are lost or arrive damaged are the liability of our designated carrier. We may assist you in making a claim for a refund. If your shipment is lost or arrives damaged, please keep the box, packing materials and the item(s) inside and contact us with a picture, as applicable. Lost packages that are documented as delivered by our designated carrier are only eligible for replacement. We are not responsible for shipments undelivered due to incorrect shipping information. In furtherance of our policy of not collecting personal information from persons under the age of 13, you are not allowed to give us the personal information of any persons under the age of 13 for delivery or shipping purposes or any other reason.

E. Returns

Original shipping costs are always non-refundable. Try Before You Buy Site Offerings are subject to the Trial Period returns policy located here. All orders within the Territory but outside the United States and Canada are final sale. All other Site Offerings purchased at checkout, excluding Auto-Refill orders, must be returned or exchanged within sixty (60) calendar days from the purchase date to qualify for a refund or exchange, unless otherwise stated on the Sites. For Auto-Refill orders the applicable period is thirty (30) calendar days from the purchase date. Discounted merchandise and/or orders placed using an e-gift code are not eligible for exchange. Qualifying returns for such products will only be refunded the discounted amount paid, excluding any applied e-gift code and any original shipping costs, both of which are always non-refundable. All free orders are not eligible for returns or exchanges. We do not offer price adjustments on previously purchased items.

To make returns, visit spoildchild.com/return, enter the order number and email address associated with the order, select the item(s) you would like to exchange or return, and print a prepaid return label. Only one return label can be downloaded per order. Returns must (i) be carefully packed in the original packing; (ii) have the prepaid return label properly affixed to the outside of the package, and (iii) be properly dropped at the courier specified on your return label. Free return shipping is only available for customers who use our prepaid return label and follow our returns process. Any other return shipping process will be at your own expense and not eligible for any reimbursement. We are not responsible for returns lost in transit or not received due to any error in following our returns process. It can take up to two weeks to process returns and credit your account or issue online store credit. Your financial institution may take longer to reflect the transaction.

III. INTELLECTUAL PROPERTY

A. Ownership

All information and content available on the Sites and its look and feel, including, but not limited to, the Site Offerings, trademarks, copyrights, trade names, logos, service marks, features, functions, text, graphics, video, logos, button icons, images, audio clips, data compilations and software, any information and content regarding Site Offerings, and the compilation and organization thereof and other intellectual and proprietary rights throughout the world (collectively, the “Site Content”) is the property of SPOILEDCHILD® or our parents, subsidiaries, affiliates, partners or licensors, and is protected by United States and international rights and laws, including laws governing copyrights and trademarks and applicable intellectual property. You agree that we and/or our licensors own all right, title and interest in and to the Sites and Site Content (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Sites and Site Offerings other than User Content as defined below), including, without limitation, the exclusive right to create derivative works.

Except as set forth in Section III.C., or as required under applicable law, the Sites may not be used, reproduced, published, distributed, displayed, used to create derivative works, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in whole or in part, for any purpose without our express, prior written consent.

B. Ownership of Feedback

We welcome feedback, comments and suggestions for improvements to the Sites (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Sites or in any such Feedback. All Feedback becomes our sole and exclusive property, and we may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to us any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

C. Limited License; Use Restrictions

Subject to your compliance with these Terms and Conditions, we grant you a personal limited, revocable, non-transferable, non-assignable, non-sublicensable and non-exclusive license to access and make use of the Sites and Site Offerings. You understand and agree that you will not do or attempt to do or cause any third party to do or attempt to do any of the following in connection with your use of the Sites:

  • frame or utilize framing techniques to enclose the Sites or any portion thereof;
  • use any meta tags, meta elements, "hidden text", robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Sites, Site Offerings, Site Content (except caching or as necessary to view the Sites), or the personal information of others without our prior written permission or authorization;
  • make any use of the Sites, Site Offerings, or any Site Content other than for personal use;
  • modify, reverse engineer or create any derivative works based upon the Sites, Site Offerings, or any Site Content;
  • impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;
  • use any automated means (such as robots, spiders, scripts, or other devices or programs) to access the Sites, Site Offerings, or collect any Site Content;
  • engage in any “screen scraping,” “database scraping,” or similar activities to obtain any Site Content from the Sites;
  • accumulate or index, directly or indirectly, any Site Content or portion of the Sites and/or Site Offerings for any commercial purpose whatsoever;
  • "stalk" or otherwise harass including advocating harassment of another, entrap or harm any third party including harming minors in any way;
  • intentionally violate any applicable local, state, national or international law;
  • transmit, upload, post, e-mail, share, distribute, reproduce, or otherwise make available any software viruses, malware, program, code, file, or other material intended to interrupt, disrupt, alter, destroy, or limit any part of the Sites and/or Site Offerings; and/or
  • engage or make any unsolicited or unauthorized advertising, solicitation or promotional material, including chain letters, mass mailings, or any form of "spam."

We also grant you a limited, revocable, non-transferable, and non-exclusive license to create a hyperlink to the homepage of the Sites for personal, non-commercial use only. A website that links to the Sites: (i) may link to, but not replicate, any and/or all Site Content; (ii) may not imply that we are endorsing such website or its services or products; (iii) may not misrepresent its relationship with us; (iv) may not contain content that could be construed as distasteful, obscene, offensive controversial or illegal or inappropriate for any ages (as determined in our sole discretion); (v) may not portray us, the Site Offerings or our products or services in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or associate us with undesirable products, services, or opinions; and/or (vi) may not link to any page of the Sites other than the homepage. We may, in our sole discretion, request that you remove any link to the Sites, and upon receipt of such request, you shall immediately remove such link and cease any linking unless separately and expressly authorized in writing by us to resume linking.

Any unauthorized use by you of the Sites, Site Offerings and/or any Site Content automatically terminates the limited licenses set forth in this Section without prejudice to any other remedy provided by applicable law or the Terms and Conditions.

IV. Account Creation and User Content

A. Your Account

Subject to the age restrictions outlined above, and our Privacy Policy, you may view and use many features of the Sites without registering, but in order to purchase Site Offerings and/or access and use certain parts of the Sites and/or Site Offerings, you may need to register an account with us. You are solely responsible for any activity on our account and for maintaining the confidentiality of your account, username and password (to the extent you register utilizing a username and password) and for restricting access to your computer. If there has been an unauthorized use of your password or account, please notify us immediately. You agree to provide us with and maintain current, complete, accurate and truthful information by and through your account. You are responsible for all activities that occur with your permission or authorization under your account, username and/or password, or because you fail to maintain sufficient security over your account, username and/or password. You may cancel your online account with us at any time by mailing us at [email protected]. We reserve the right to refuse service and/or terminate accounts without prior notice if the Terms and Conditions are violated or if we decide, in our sole discretion, that it would be in our best interest to do so.

B. User Content

When you transmit, upload, post, e-mail, share, distribute, reproduce or otherwise make available product reviews, suggestions, ideas, inquiries, Feedback, data, text, software, music, sound, photographs, graphics, images, videos, messages or other materials ("User Content") to us, whether through the Sites, any third-party websites or otherwise in any manner, you are entirely responsible for such User Content. You hereby grant to us and our parents, subsidiaries, affiliates, partners, and licensors a perpetual, worldwide, irrevocable, transferable, sublicensable, unrestricted, non-exclusive, royalty-free, fully paid up license to use, share, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, and otherwise exploit such User Content throughout the world, in all media now known or hereafter developed, for any purpose whatsoever, including, without limitation, developing, manufacturing, distributing and marketing the Sites, Site Offerings and other SPOILEDCHILD® products and/or services.

You represent and warrant that you own or otherwise control the rights to your User Content. You agree that User Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. You agree not to engage in or assist or encourage others to engage in transmitting, uploading, posting, e-mailing, sharing, distributing, reproducing, or otherwise making available User Content that (i) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) you do not have a right to make available under any law or under contractual or fiduciary relationships; (iii) is known by you to be false, fraudulent, inaccurate or misleading; (iv) you were compensated for or granted any consideration by any third party; or (v) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.

We are in no way responsible for examining or evaluating User Content, nor do we assume any responsibility or liability for the User Content. We do not endorse or control the User Content transmitted or posted on the Sites and therefore, we do not guarantee the accuracy, integrity or quality of User Content. You understand that by using the Sites, you may be exposed to User Content that is offensive, indecent or objectionable to you. Under no circumstances will we be liable in any way for any User Content, including, without limitation, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred by you as a result of the use of any User Content transmitted, uploaded, posted, e-mailed or otherwise made available via the Sites. You hereby waive all rights to any claims against us for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with User Content.

You acknowledge that we have the right (but not the obligation) in our sole discretion to refuse to post or remove any User Content and we reserve the right to change, condense, or delete any User Content. Without limiting the generality of the foregoing or any other provision of the Terms and Conditions, we have the right to remove any User Content that violates the Terms and Conditions or is otherwise objectionable and we reserve the right to refuse service and/or terminate accounts without prior notice for any users who violate the Terms and Conditions or infringe the rights of others.

C. Deletion of User Content

If you wish to delete certain of your public User Content, such as your ratings and reviews posting(s), on the Sites or in connection with our mobile applications, please contact us by email at: [email protected] and include the following information in your deletion request: first name, last name, user name/screen name (if applicable), email address associated with our website and/or mobile applications, your reason for deleting the posting, and date(s) of posting(s) you wish to delete (if you have it). We may not be able to process your deletion request if you are unable to provide such information to us. Please allow up to ten (10) business days to process your deletion request.

D. Photo Data

If you provide photographs (“Photographs”) as part of the Site Offerings you agree that we may apply software and algorithms against the Photographs to detect the general structure of your face (“Structural Data,” together with the Photographs, the “Photo Data”) in order to provide you the Services and improve our Site Offerings. You grant us and our designees all right, title, and interest to collect, record, store, analyze, and otherwise process your Photo Data for the purposes set out in the Privacy Policy.

You acknowledge that we may generate data derived from your Photo Data that has been de-identified, anonymized, and/or aggregated as those terms are defined by applicable law (“Derived Data”). You understand and agree that we are and shall be the exclusive owner of all right, title and interest, including copyright, in all Derived Data, and we shall have the sole and exclusive right throughout the universe in all languages and in perpetuity to use and exploit all or any part of the Derived Data, in any format or version, by any means and in any media, whether now known or hereafter developed.

For clarity, Derived Data does not include your Photo Data nor any information that identifies you. We do not intend to sell, lease, trade, share in exchange for anything of value or otherwise profit from the transaction of your Photo Data nor use it to directly, or combined with any lists, databases or other datasets, identify specific individuals. You may request your Photo Data be deleted as described in the Privacy Policy. You understand that any revocation or deletion shall not impact our ownership rights or continued processing of Derived Data to the extent permitted by law.

V. Third-Party Information

Certain Sites may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Sites, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites.

We are not responsible for the content of any third party sites even if they are linked to or from the Sites. Third Party Materials and links appearing on the Sites are for convenience only and are not an endorsement by us, our parents, subsidiaries, affiliates or partners of the referenced content, product, service, or supplier. Your use and access of these Third Party Materials and websites is at your own risk. We are in no way responsible for examining or evaluating, and we do not warrant the offerings of the Third Party Materials and/or websites or any other websites linked to or from the Sites, nor do we assume any responsibility or liability for the actions, content, products, or services of or associated with such websites, including without limitation, their privacy policies and terms and conditions. You should carefully review the privacy policies and terms and conditions of the third party websites you visit.

YOU AGREE THAT YOUR USE OF ANY THIRD PARTY SITE IS AT YOUR SOLE RISK AND WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR DAMAGES ARISING FROM ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SITE OR FOR ANY INFORMATION APPEARING ON THIRD PARTY SITES.

We respect the intellectual property of others and require that users of the Sites do the same. We also maintain a policy that provides for the termination in appropriate circumstances of the Sites’ use privileges of users who are repeat infringers of intellectual property rights. Consistent with the Digital Millennium Copyright Act (“DMCA”), if you believe that copyrighted materials have been copied in a way that constitutes copyright infringement, please send an e-mail or written notice to our Designated Agent (listed below) for notices of infringement and provide the following:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that you claim is infringed;
  • Identification of the copyrighted work(s) that you claim has been infringed;
  • A description of the material that you claim is infringing and the location of that material on the Site;
  • Your address, telephone number and email address;
  • A statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Designated Agent for notice for claims of copyright infringement is Chief Legal Officer, SpoiledChild Inc., 110 Greene St., Second Floor, New York, N.Y. 10012. Email: [email protected]. Telephone: +1 (551) 751-7495.

THIS CONTACT INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING SPOILEDCHILD® THAT COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS AND SHOULD BE DIRECTED TO OUR CUSTOMER SERVICE GROUP BY EMAIL TO [email protected].

A user of the Sites who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

C. Acknowledgements

YOU ACKNOWLEDGE THAT THE INFORMATION ON THE SITEs AND/or PROVIDED THROUGH THE SERVICES AND/or with regards to the products IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS MEDICAL ADVICE OF ANY KIND. THE INFORMATION PRESENTED ON THE SITEs OR THROUGH THE SERVICES SHOULD NOT BE INTERPRETED OR CONSTRUED IN ANY WAY AS A REPLACEMENT OR SUBSTITUTE FOR MEDICAL ADVICE PROVIDED BY YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER. YOU SHOULD NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE OR TREATMENT FROM YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER DUE TO ANY INFORMATION PROVIDED ON THE SITEs. UNDER NO CIRCUMSTANCES SHOULD YOU ALTER YOUR EXISTING MEDICATION, SUPPLEMENTATION, DIETARY OR PHYSICAL REGIMEN BASED ON ANY INFORMATION PROVIDED THROUGH THE SITEs OR THROUGH THE SERVICES, WITHOUT CONSULTING WITH YOUR PHYSICIAN. IT IS IMPORTANT FOR YOU TO DISCUSS YOUR TREATMENT OPTIONS, AND ANY QUESTIONS THAT YOU MAY HAVE IN CONNECTION WITH ANY INFORMATION PROVIDED ON THE SITEs OR THROUGH THE SERVICES, WITH YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER. YOUR ACCESS TO OR USE OF THE SITEs AND THE SERVICES PROVIDED THEREIN IS NOT INTENDED TO CREATE IN ANY WAY A PHYSICIAN/PATIENT, CONFIDENTIAL OR PRIVILEGED RELATIONSHIP, OR ANY SIMILAR RELATIONSHIP THAT WOULD GIVE RISE TO DUTIES ON THE PART OF SPOILEDCHILD®. 

THE Site Offerings AND CLAIMS MADE IN CONNECTION WITH Site Offerings ON THE SITEs OR THROUGH THE SERVICES HAVE NOT BEEN EVALUATED by the Food and Drug Administration AND ARE not intended to diagnose, treat, cure or prevent any disease OR MEDICAL CONDITION. PRODUCT INFORMATION MAY VARY BY COUNTRY. YOU SHOULD CONSULT WITH YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER PRIOR TO STARTING ANY SUPPLEMENTATION PROGRAM OR TAKING ANY MEDICATION OR IF YOU SUSPECT YOU MAY HAVE A HEALTH PROBLEM.

PLEASE CAREFULLY READ ALL INFORMATION PROVIDED BY US IN CONNECTION WITH ANY Site Offerings AND ON ANY PRODUCT LABEL OR PACKAGING BEFORE USING SUCH PRODUCT. EACH PERSON IS DIFFERENT AND THE WAY ONE PERSON REACTS TO A PRODUCT MAY BE SIGNIFICANTLY DIFFERENT THAN THE WAY ANOTHER PERSON REACTS. YOU SHOULD CONSULT WITH YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER REGARDING ANY POTENTIAL INTERACTIONS BETWEEN THE Site Offerings AND MEDICATIONS AND/OR SUPPLEMENTS YOU ARE CURRENTLY TAKING.

WHILE WE ENDEAVOR TO KEEP THE MATERIALS ON THE SITEs CURRENT, HEALTHCARE INFORMATION CHANGES RAPIDLY AND THUS, THE MATERIALS ON THE SITEs SHOULD NOT BE RELIED UPON TO BE FULLY COMPREHENSIVE, ACCURATE OR ERROR FREE. WE DO NOT ADVOCATE THAT YOU ATTEMPT TO TREAT YOURSELF, YOUR FAMILY, SOMEONE YOU KNOW, OR ANY OTHER INDIVIDUAL WITHOUT PROPER MEDICAL SUPERVISION. WE ENCOURAGE YOU TO SEEK THE GUIDANCE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER IF YOU FEEL THAT YOU, YOUR FAMILY OR SOMEONE THAT YOU KNOW SUFFERS FROM ANY CONDITION DESCRIBED ON THE SITE. IF YOU REQUIRE URGENT CARE, YOU SHOULD CONTACT YOUR LOCAL EMERGENCY SERVICES IMMEDIATELY.

D. Disclaimer of Warranties

THE SITES, SITE OFFERINGS, CONTENT AND RELATED PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. NEITHER WE NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE TERMS AND CONDITIONS, THE SITES, SITE OFFERINGS, SITE CONTENT OR RELATED PRODUCTS AND SERVICES.

Without limiting the foregoing, to the maximum extent permitted under applicable law, SPOILEDCHILD®, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “SPOILEDCHILD® Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

YOU AGREE THAT NONE OF THE SPOILEDCHILD® Entities or their LICENSORS WILL BE RESPONSIBLE OR LIABLE IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY (i) INTERRUPTION OF BUSINESS; (ii) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITES AND/OR SITE OFFERINGS; (iii) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (iv) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF THIRD PARTY MATERIALS OR OFF-WEBSITE LINKS ON THE SITES; (v) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITES AND/OR SITE OFFERINGS, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEBSITES; (vi) ANY INACCURACIES OR OMISSIONS IN SITE CONTENT; OR (vii) EVENTS BEYOND OUR REASONABLE CONTROL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE SPOILEDCHILD® ENTITIES OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.

E. Accuracy of Information

We attempt to be as accurate as possible when describing our Site Offerings on the Sites and matching you to products through our quizzesprovided, however, that we do not warrant that the product descriptions, colors, information, quiz results/recommendations or other Content available on the Sites are accurate, complete, reliable, current, or error-free, except as otherwise stated herein.

This Sites may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies and omissions (including after an order has been submitted) and to change and update information at any time without prior notice. Please note that such errors, inaccuracies or omissions may relate to pricing and availability, and we reserve the right to cancel or refuse to accept any order placed based on incorrect pricing or availability information. We apologize for any inconvenience.

F. Limitations of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, NEITHER WE NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE LIABLE IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE SITES AND/OR SITE OFFERINGS, OR YOUR USE THEREOF, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY FOR SUCH CLAIMS EXCEED FIVE HUNDRED DOLLARS ($500.00).

YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, THE USE OF THE SITES, SITE OFFERINGS AND/OR THE TERMS AND CONDITIONS MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE. IF YOU ARE DISSATISFIED WITH THE SITES AND/OR SITE OFFERINGS, TERMINATION OF YOUR USE OF THE SITES AND SITE OFFERINGS IS YOUR SOLE REMEDY. WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU.

G. Indemnification

You agree to defend, indemnify and hold us, our parents, subsidiaries, affiliates, partners, licensors, officers, directors, employees, and agents (the “Indemnified Parties”) harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand arising from (i) your use of the Sites in violation of any law, rule, regulation or the Terms and Conditions, (ii) your User Content, or (c) your negligence or willful misconduct. You also agree to indemnify the Indemnified Parties for any loss, damages, or costs, including reasonable attorneys' fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.

VII. ARBITRATION AND CLASS ACTION WAIVER

A. Initial Informal Process

You agree that, in the event of any dispute between you and the SPOILEDCHILD® Entities, you will first contact us in writing and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any arbitration or court action.

B. Arbitration Agreement and Class Action Waiver

(i) Requirement. If the dispute remains unresolved thirty (30) days after you first contact us in writing under Section VII.A., any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your purchase or use of the Sites (which include all Site Offerings), will be resolved by arbitration, including threshold questions of the arbitrability of your Claim. You and SPOILEDCHILD® agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). The JAMS Rules and the JAMS Consumer Arbitration Minimum Standards, the latter effective July 15, 2009, are available at https://www.jamsadr.com.

(ii) Jury Trial and Class Action Waiver. Arbitration will be handled by a sole, neutral arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms and Conditions will take place on an individual basis – class, consolidated or representative arbitrations and class, consolidated or representative actions are not permitted. You understand that by agreeing to these Terms and Conditions, you and SPOILEDCHILD® are each waiving the right to trial by jury or to participate in a class, consolidated or representative action or class, consolidated or representative arbitration. Court review of an arbitration award is limited. The arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages). Notwithstanding the foregoing, you and SPOILEDCHILD® will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.

(iii) Venue. The place of arbitration will be New York, New York, but if you prefer a hearing in or closer to your hometown area, you and SPOILEDCHILD® will confer in good faith in order to identify a reasonable alternative location.

(iv) Discovery. Each of the parties shall cooperate in good faith in the discovery or exchange of nonprivileged information relevant to the dispute as necessary in accordance with the JAMS Rules.

(v) Arbitral Award. The arbitrator’s award will consist of a written statement stating the disposition of each claim, and the award will also provide a concise written statement of the essential findings and conclusions on which the award is based. 

(vi) Confidential Proceedings. You and SPOILEDCHILD® shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement or unless otherwise required by law or judicial decision.

C. Costs of Arbitration

Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules and the JAMS Consumer Arbitration Minimum Standards. If the value of your claim does not exceed $10,000, SPOILEDCHILD® will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.

D. Opt-Out

You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms and Conditions by sending written notice of your decision to opt-out to [email protected] or to the mailing address listed in the “How to Contact Us” section. The notice must be sent to SPOILEDCHILD® within thirty (30) days of your purchase of the Site Offerings or agreeing to these Terms and Conditions, otherwise you shall be bound to arbitrate disputes in accordance with these Terms and Conditions. If you opt-out of these arbitration provisions, SPOILEDCHILD® also will not be bound by them.

VIII. Other Provisions

A. SMS Messaging and Phone Calls

Certain portions of the Sites may allow us to contact you via telephone or text messages. You agree that we may contact you via telephone or text messages (including by an automatic telephone dialing system and for marketing purposes) at any of the phone numbers provided by you or on your behalf in connection with your use of the Sites. You understand that you are not required to provide this consent as a condition of purchasing any Site Offerings. You also understand that you may opt out of receiving text messages from us at any time. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.

You consent to receive any agreements, notices, disclosures and other communications (collectively, "Notices") to which the Terms and Conditions refer from us electronically including without limitation by e-mail, push notification, mobile notifications, by posting notices on the Sites or otherwise. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. To withdraw your consent to receive Notices electronically, you must notify us of your withdrawal of such consent by emailing us at [email protected] and discontinue your use of the Sites. In such event, all rights granted to you pursuant to the Terms and Conditions, including but not limited to the limited licenses set forth in the Terms and Conditions, shall automatically terminate. Unfortunately, we cannot provide the benefits of the Sites to any user that cannot consent to receipt of Notices electronically.

Please note that this consent to receive Notices is entirely separate from any election you may make with respect to receipt of marketing communications. Your options with respect to receipt of marketing communications are set forth in our Privacy Policy.

C. Special Features, Functionality and Events

The Sites may offer certain special offerings or events (such as contests, sweepstakes or other offerings) which may: (a) be subject to terms of use, rules and/or policies in addition to or in lieu of the Terms and Conditions; and (b) be offered by us or by third parties. If so, we will notify you of this and if you choose to take advantage of these offerings, you agree that your use of those offerings will be subject to such additional or separate terms of use, rules and/or policies.

D. Updating These Terms and Conditions

We may modify these Terms and Conditions from time to time in which case we will update the “Last Revised” date at the top of these Terms and Conditions. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Site. However, it is your sole responsibility to review these Terms and Conditions from time to time to view any such changes.  The updated Terms and Conditions will be effective as of the time of posting, or such later date as may be specified in the updated Terms and Conditions. Your continued access or use of the Sites after the modifications have become effective will be deemed your acceptance of the modified Terms and Conditions.

E. Termination of License and Your Account

If you breach any of the provisions of these Terms and Conditions, all licenses granted by us will terminate automatically. Additionally, we may suspend, disable, or delete your account (or any part of the foregoing) with or without notice, for any or no reason. If we delete your account for any suspected breach of these Terms and Conditions by you, you are prohibited from re-registering under a different name. In the event of account deletion for any reason, we may, but are not obligated to, delete any of your User Content. We shall not be responsible for the failure to delete or deletion of your User Content. All sections which by their nature should survive the termination of these Terms and Conditions shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms and Conditions by us or you. Termination will not limit any of our other rights or remedies at law or in equity.

F. Injunctive Relief

You agree that a breach of these Terms and Conditions will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages. To the extent permitted by law, you agree that you will not be permitted to obtain an injunction or other equitable relief of any kind, such as any court or other action that may interfere with or prevent the development or use of any Derived Data.

G. California Residents

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

H. Export Laws

You agree that you will not export or re-export, directly or indirectly, the Site Offerings and/or other information or materials provided by us hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Site Offerings may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Sites, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

I. Miscellaneous

Nothing contained in the Terms and Conditions shall be construed as creating any agency, partnership, or other form of joint enterprise between us. Our failure to require your performance of any provision hereof shall not affect our full right to require such performance at any time thereafter, nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of the Terms and Conditions shall be unenforceable or invalid under any applicable law or be so held by any applicable arbitral award or court decision, such unenforceability or invalidity shall not render the Terms and Conditions unenforceable or invalid as a whole but the Terms and Conditions shall be modified, to the extent possible, by the adjudicating entity to most fully reflect the original intent of the parties as reflected in the original provision. The headings in the Terms and Conditions are for convenience only and shall not be used in its interpretation.

These Terms and Conditions and the licenses granted hereunder may be assigned by SPOILEDCHILD® but may not be assigned by you without the prior express written consent of SPOILEDCHILD®. These Terms and Conditions are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in the Section VII, or if arbitration does not apply, then the state and federal courts located in New York, New York. You and SPOILEDCHILD® agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms and Conditions.

J. How to Contact Us

If you have any questions regarding the Terms and Conditions, you may contact us at: SpoiledChild Inc., 110 Greene St., 2nd Floor, New York, N.Y. 10012, by telephone at: +1 (551) 751-7495 or by email atplease email us at [email protected].