Welcome to toofaced.com (the "Site").

These terms of website use apply only to this particular Site and contain terms that govern your use of the Site (“Terms of Website Use”). The content and services available on the Site are also subject to our Privacy Policy [https://www.toofaced.com/privacy-policy] and other terms and conditions and policies which you may find throughout the Site, all of which are deemed a part of and included within these terms and conditions (collectively, “Terms and Conditions”).

We provide our global services both directly and through affiliates and third-parties, as explained below.

We may transfer our rights and obligations under these terms and conditions to an affiliate or another organization, and we will notify you in writing if this happens, but this will not affect your rights or our obligations under these terms and conditions. You may only transfer your rights or your obligations under these terms and conditions to another person if we agree in writing.

Should you have any questions, please contact us via our Contact Us page https://www.toofaced.com/customer-service/contactus.

The Site is owned and operated by Too Faced Cosmetics, LLC (a Delaware limited liability company with its principal place of business at Too Faced Cosmetics, Inc. 18231,McDurmott West Irvine, CA 92614 (“Too Faced”, "we", "us", or "our")). Too Faced is a subsidiary of The Estée Lauder Companies Inc.

By accessing or using the Site, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms of Website Use. IF YOU DO NOT AGREE TO THE TERMS OF WEBSITE USE, YOU MAY NOT USE THE SITE.

SECTION ‎13 BELOW TITLED ‘ARBITRATION OF DISPUTES; WAIVER OF CLASS ACTIONS’ CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT MAY APPLY TO YOU. THEY AFFECT YOUR LEGAL RIGHTS - PLEASE READ THEM.

If you are under 16 years old, you may browse the Site but you may NOT provide personal information to us or register on the Site. The Site is not directed to or intended for children under 16 years old.

US Orders

To view policies and procedures related to US orders placed through this Site (such as order processing, shipping and handling, returns and exchanges), click here.

To the extent permitted by applicable law, we reserve the right to modify, change or delete any part of these Terms of Website Use at any time by posting the changes on the Site and providing notice of such change. Any changes are effective immediately upon posting to the Site. The Effective Date of the current version of the Terms of Website Use is at the top of this page. Your continued use of the Site after the changes are effective constitutes your agreement to all such changed Terms of Website Use. We may, with or without prior notice, terminate any of the rights granted by these Terms of Website Use. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Site. We also reserve the right, subject to applicable law, at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice.

We do not guarantee that the Site, or any content on it, will be free from errors or omissions. Access to the Site is permitted on a temporary basis. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) without notice. We will not be liable to you if for any reason the Site is unavailable at any time or for any period.

All information and content available on the Site and its ‘look and feel’, including but not limited to trademarks, logos, service marks, features, functions, text, graphics, photographs, button icons, images, audio clips, data compilations and software, and the compilation and organization thereof (collectively, the "Content") is the property of Too Faced, our parent company, subsidiaries, affiliates, partners or licensors, and is protected by United States, European, and other international laws, including laws governing copyrights and trademarks. Our trademarks and trade dress may not be used in any manner for any purpose without our express written consent.

Except as set forth in Section 5 below, or as required under applicable law, neither the Content nor any portion of the Site may be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in whole or in part, for any purpose without our express, prior, written consent.

Digital Millennium Copyright Act (“DMCA”)

If you believe your work or content has been copied and posted to the Site in a way that constitutes copyright infringement, please provide our designated copyright agent the following written information in accordance with the DMCA:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on the Site;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• Your name, address, telephone number and email address (if available); 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 are authorized to act on the copyright owner's behalf.

You can contact our DMCA designated copyright agent for notifications of claimed infringement at:

Copyright Agent c/o Legal Department

The Estée Lauder Companies Inc.

767 Fifth Avenue

New York, NY 10153

Phone: +1 212 277 2322

Fax: +1 212 277 2355

Email: copyright@estee.com

Note: the above contact information is provided exclusively for notifying Too Faced 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 customerservice@toofaced.com.

We grant you a limited, revocable, non-transferable and non-exclusive license to access and make personal, non-commercial use of the Site. Use of the Site includes accessing, browsing, or registering. This limited license does not include the right to: (a) frame or utilize framing techniques to enclose the Site or any portion thereof; (b) use any meta tags, "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 Site and/or Content (except caching or as necessary to view the Site); (c) make any use of the Site and/or Content other than personal use; (d) modify, reverse engineer or create any derivative works based upon either the Site and/or Content; (e) collect account information for the benefit of yourself or another party; (f) use any meta tags or any other ‘hidden text’ utilizing any Content; (g) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure; (h) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity; (i) "stalk" or otherwise harass including advocating harassment of another, entrap or harm any third party including harming minors in any way; (j) intentionally violate any applicable local, state, national or international law; (k) 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 Site; and/or (l) engage or make any unsolicited or unauthorized advertising, solicitation or promotional material, including chain letters, mass mailings, or any form of "spam.". You must retain, without modification, all proprietary notices on the Site or affixed to or contained in the Site.

We also grant you a limited, revocable, non-transferable and non-exclusive license to create a hyperlink to the home page of the Site for personal, non-commercial use only. A personal and non-commercial website that links to the Site may (i) link to, but not replicate, our Content; (ii) not imply that we are endorsing such website or any services or products referenced or featured thereon; (iii) not misrepresent its relationship with us; (iv) 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) not portray us 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 (vi) not link to any page of the Site other than the home page. We may, in our sole discretion, request that you remove any link to the Site 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 Site and/or Content automatically terminates the limited licenses set forth in this Section 5 without prejudice to any other remedy provided by applicable law or these Terms of Website Use.

In the access or use of the Site, you shall comply with these Terms of Website Use and the special warnings or instructions for access or use posted on the Site. You shall act always in accordance with the law and in good faith. You may not make any change or alteration to the Site or any Content or services that may appear on the Site and may not impair in any way the integrity or operation of the Site. Without limiting the generality of any other provision of these Terms of Website Use, if you default negligently or willfully in any of the obligations set forth in these Terms of Website Use, you shall be liable for all the losses that this may cause to us, our parent company, subsidiaries, affiliates, partners or licensors.

If you are under 16 years old you may not register for an account on the Site or make purchases from the Site. We do not accept information from persons under the age of 16.

Subject to the above age restriction, you may view and use many features of the Site without registering, including making purchases, but in order to access and use some parts of the Site, you may need to register an account with us. If you do register, you are responsible for ensuring that the personal information which you are required to provide when you register (including name, username, and email address) is true, accurate and current in all respects. See our Privacy Policy https://www.toofaced.com/privacy-policy/ regarding the treatment of your personal information.

You are responsible for ensuring that the personal information you provide to us is up to date at all times. If your personal information changes then please notify us immediately by contacting us at privacy@estee.com for residents outside of the EU and UK and privacy@elceurope.com for residents of the EU and UK or by updating your details through the account portal under the ‘My Account’ page.

You are responsible for maintaining the confidentiality of your account, username and password and for restricting authorized access to your account. If there has been an unauthorized use of your password or account, please notify us immediately at customerservice@toofaced.com or via our Contact Us page https://www.toofaced.com/customer-service/contactus. You agree to accept responsibility for all activities that occur under your account. If you are accessing and using the Site on someone else’s behalf, you represent that you have the authority to bind that person as the principal to all Terms of Website Use provided herein, and to the extent you do not have such authority you agree to be bound to these Terms of Website Use and to accept liability for losses caused by any wrongful use of the Site or Content resulting from such access or use.

To the extent permitted by applicable law, we reserve the right to refuse service and/or terminate accounts without prior notice if these Terms of Website Use are violated or if we decide, in our sole discretion, that it would be in our best interests to do so.

You can cancel your account at any time by contacting us at customerservice@toofaced.com or via your account homepage.

We are not responsible for the content of any off-website pages or any other websites linked to or from the Site. Links appearing on the Site are for convenience only and are not an endorsement by us, our parent company, subsidiaries, our affiliates or our partners of the referenced content, product, service, or supplier. Your linking to or from any off-website pages or other websites is at your own risk. We are in no way responsible for examining or evaluating, and we do not warrant the offerings of, off-website pages or any other websites linked to or from the Site, nor do we assume any responsibility or liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy policies and terms and conditions. You should carefully review the terms and conditions and privacy policies of all off-website pages and other websites that you visit.

The Site may offer certain special features and functionality or events (such as contests, loyalty programs, sweepstakes or other offerings) which may be (a) subject to terms of use, rules and/or policies in addition to or in lieu of these Terms of Website Use; and (b) 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.

It is our policy to decline unsolicited suggestions and ideas. Notwithstanding our policy with regard to unsolicited suggestions and ideas, any inquiries, feedback, suggestions, ideas or other information you provide us (collectively, "Submissions") will be treated as non-proprietary and non-confidential. Subject to the terms of our Privacy Policy https://www.toofaced.com/privacy-policy/, by transmitting or posting any Submission, you hereby grant us a worldwide, non-exclusive, unrestricted, royalty-free, perpetual, irrevocable, assignable right and licence to copy, use, reproduce, modify, adapt, translate, publish, license, distribute, sell or assign the Submission in any way as we see fit, including but not limited to copying in whole or in part, creating derivative works from, distributing and displaying any Submission (in whole or in part) in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, or using the Submission within or in connection with our products or services and you further waive any ‘moral rights’ that you may have in the Submissions. You also acknowledge that your Submission will not be returned and we may use your Submission, and any ideas, concepts or know how contained therein, without payment of money or any other form of consideration, for any purpose including, without limitation, developing, manufacturing, distributing and marketing products.

If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission and that you have the right to grant the foregoing rights to us. You further represent and warrant that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of ‘spam’. You may not use a false email address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission. You agree to indemnify us for all losses arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission to the extent caused by you.

Subject to the terms of our Privacy Policy, when you transmit, upload, post, share, distribute, email or otherwise make available data, text, software, music, sound, photographs, graphics, images, videos, messages, personal information such as your username/screen name, or other materials ("User Content") on the Site in any manner (including through the “Contact Us” form), you are entirely responsible for such User Content. Such User Content constitutes a Submission under section ‎10 above. This means that all third parties, and not Too Faced, are entirely responsible for all User Content that they post to the Site. You represent and warrant that you own or otherwise control the rights to your User Content. You agree not to engage in or assist or encourage others to engage in transmitting, uploading, posting, emailing or otherwise making available on the Site User Content that (a) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) you do not have a right to make available under any law or under contractual or fiduciary relationships; (c) is known by you to be false, inaccurate or misleading; (d) you were compensated for or granted any consideration by any third party; or (e) infringes any patent, trademark, trade secret, copyright or other proprietary, privacy or confidentiality rights of any party. In addition, you agree not to transmit, upload, post, email, install, or otherwise make available any computer program or destructive software such as viruses, unsolicited or unauthorized advertising, solicitation or promotional material, including chain letters, mass mailings, or any form of ‘spam’. You further agree not to (i) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity; (ii) ‘stalk’ or otherwise harass including advocating harassment of another, entrap or harm any third party including harming minors in any way; (iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content; (iv) intentionally or unintentionally violate any applicable local, state, provincial, national or international law; (v) harvest, collect, gather, assemble or store personally identifiable data about other users, including but not limited to email addresses; or (vi) attempt to gain unauthorized access to the Site, other computer systems or networks connected to the Site, through password mining or any other means.

We are in no way responsible for examining or evaluating User Content, and, to the fullest extent permitted under applicable law, we disclaim any responsibility or liability for the User Content. We do not endorse or control the User Content transmitted or posted on the Site and, therefore, we do not guarantee the accuracy, integrity or quality of User Content. You acknowledge that by using the Site, 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, emailed or otherwise made available via the Site. 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 merely because we posted such User Content or used it in accordance with the licence granted by you to us (see Section 10 for more information).

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 these Terms of Website Use, we have the right to remove any User Content that violates these Terms of Website Use or is otherwise objectionable in our reasonable opinion and we reserve the right to refuse service and/or terminate accounts without prior notice for any users who violate these Terms of Website Use or infringe the rights of others.

Deletion of User Content: If you wish to delete certain of your public User Content, please contact us by email at customerservice@toofaced.com and include the following information in your deletion request: first name, last name, user name/screen name (if applicable), email address associated with the Site, your location, your reason for requesting deletion of the User Content, and date(s) of User Content 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 request. Note that we will endeavor to honor your request to remove information, however, our removal of your information does not completely erase that information from the internet. For example, historical copies, or “caches” may remain.

The provisions of this Section 1‎2 relate to the use of the Site only. The Site and its Content and services are presented ‘as is’. Neither we nor our parent company, subsidiaries, affiliates, partners, or licensors make any representations or warranties of any kind whatsoever, express or implied, in connection with the Site or its Content or services, or these Terms of Website Use including warranties of merchantability, of fitness for a particular purpose or of non-infringement.

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR OUR PARENT COMPANY, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE RESPONSIBLE OR LIABLE IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY (a) INTERRUPTION OF BUSINESS; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITE; (c) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (d) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEBSITE LINKS ON THE SITE; (e) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE INCLUDING VIA HYPERLINK TO OR FROM THIRD PARTY WEBSITES; (f) ANY INACCURACIES OR OMISSIONS IN CONTENT; OR (g) EVENTS BEYOND OUR REASONABLE CONTROL. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED.

FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR PARENT COMPANY, 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 SITE 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 ONE HUNDRED UNITED STATES DOLLARS (USD $100.00) OR THE EQUIVALENT AMOUNT IN LOCAL CURRENCY.

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 SITE OR THESE TERMS OF WEBSITE USE 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 SITE, TERMINATION OF YOUR USE OF THE SITE IS YOUR SOLE REMEDY. EXCEPT AS REQUIRED BY APPLICABLE LAW, WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU.

This section does not affect our liability for death or personal injury arising from our negligence, nor our liability for any other liability which cannot be excluded or limited under applicable law, nor any of your mandatory, non-waivable statutory rights applicable in your country of residence.

You agree to defend, indemnify and hold us, our parent company, 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 Site or the Content in violation of any law, rule, regulation or these Terms of Website Use, or (ii) any part of your User Content. 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.

For residents outside the EU and UK.

With respect to any dispute, claim, or controversy regarding the use of the Site, to the fullest extent permitted under applicable law, all rights and obligations and all actions contemplated in connection therewith shall be governed by the laws of the State of New York. UNLESS PROHIBITED BY APPLICABLE LAW, ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF THE SITE OR THESE TERMS AND CONDITIONS (OTHER THAN CLAIMS RELATING TO THE INTELLECTUAL PROPERTY RIGHTS OF TOO FACED OR OUR PARENT COMPANY, SUBSIDIARIES, AFFILIATES, PARTNERS OR LICENSORS OR CLAIMS IN EQUITY) SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN NEW YORK AND YOU AGREE TO SUBMIT YOURSELF TO THE JURISDICTION AND PROCEEDINGS THEREOF. ARBITRATION MEANS THAT AN ARBITRATOR(S) WILL DECIDE THE CLAIM, AND YOU WILL NOT HAVE THE RIGHT TO SUE IN COURT OR TO HAVE A JUDGE OR JURY DECIDE YOUR CLAIM. YOUR RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY ALSO BE LIMITED IN ARBITRATION. It is further agreed that any dispute over the scope of this arbitration provision and any dispute as to whether a claim is arbitral shall be submitted to the arbitrator for decision. Notwithstanding the foregoing, to the extent you have in any manner violated or threatened to violate our intellectual property rights or the intellectual property rights of our affiliates, partners or licensors or otherwise have a cause of action in equity, we may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to jurisdiction and venue in any such court for such purposes. Arbitration under these Terms of Website Use shall be conducted under the Consumer-Related Disputes Supplementary Rules then prevailing with the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually, and (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

For residents of the EU and UK.

Any disputes arising from the interpretation, validity and/or execution of these Terms and Conditions shall be subject to the mandatory jurisdiction of the competent court of the place of residence or domicile of the customer. These Terms and Conditions are governed by and must be interpreted in accordance with the laws of the country of the competent court. According to EU Regulation no. 524/2013 on online dispute resolution for consumer disputes, if you are an EU resident, you may, in your discretion, refer disputes through to the EU Commission’s online platform available at: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which these Terms and Conditions refer from us electronically including without limitation by e-mail or by posting notices on this Site. 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 customerservice@toofaced.com and discontinue your use of this Site. In such event, all rights granted to you pursuant to these Terms and Conditions shall automatically terminate.

Unfortunately, we cannot provide the benefits of this Site 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 https://www.toofaced.com/privacy-policy/.

Nothing contained in these Terms of Website Use 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 these Terms of Website Use 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 these Terms of Website Use unenforceable or invalid as a whole but these Terms of Website Use 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.

No failure to exercise and no delay on our part in exercising any of our rights, remedies, powers or privileges under these Terms of Website Use and no course of dealing between us shall be construed or operate as a waiver, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege on our part.

You acknowledge and agree that these Terms and Conditions constitute the complete and exclusive agreement between us concerning your use of the Site, and supersede and govern all prior proposals, agreements, or other communications.

Regardless of your place of residence, your use of the Site in accordance with Terms of Website Use is governed by the laws of the State of New York and not by the laws of any other jurisdiction (except where the laws of another jurisdiction mandate the application of that jurisdiction’s laws). As a result, and except where these Terms of Website Use state otherwise or where the laws of another jurisdiction mandate the application of jurisdiction in your state or country of residence, you submit to the exclusive jurisdiction of the courts of New York).