Terms of Use

TERMS AND CONDITIONS FOR USE OF THIS SITE

Thank you for visiting the www.nicolemillerbeauty.com Website (the “Site”). The Site is owned and operated by Kobra International, Ltd. d/b/a Nicole Miller and its affiliates, with offices located at 525 Seventh Avenue, New York, New York 10018 (“Nicole Miller”). These Terms of Use govern your access to and use of the Site. Please read these Terms of Use carefully. If you visit or shop on the Site, you accept these terms. If you do not agree to these Terms of Use, you may not access or otherwise use the Site. Nicole Miller reserves the right, in its sole discretion, to change, modify or alter these Terms of Use at any time with or without notice. Changes will become effective immediately upon the posting thereof and will be indicated by the “Effective Date” at the bottom of these Terms of Use.

Website Use & Access

You agree to use the Site for lawful purposes only and that you are responsible for your use and communications at and/or through the Site. You also agree not to transmit or post through the Site anything that infringes others’ intellectual property rights or violates local, state, national and/or international law. You agree not to use the Site in any way that may interfere with its normal operation or with any other users’ use and enjoyment of the Site.

When you use the Site, you may not:

violate any law or regulation;
violate or infringe any other party’s intellectual property, privacy, publicity, or other legal rights;
transmit anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
make statements or post materials that constitute or contain false or misleading indications of origin, endorsements, or statements of fact;
send unsolicited or unauthorized advertising or commercial communications, such as spam;
transmit any malicious or unsolicited software;
stalk, harass, or harm another individual;
impersonate or misrepresent your identity or affiliation with someone else;
use any means to “scrape,” “crawl,” or “spider” any Web pages contained in the Site (although Nicole Miller may allow operators of public search engines to use spiders to index materials from the Site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials, and Nicole Miller reserves the right to revoke these exceptions either generally or in specific cases);
use automated methods to use the Site in a manner that sends more requests to Nicole Miller’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional Web browser; or
interfere with or disrupt the Site.

In the event that you register and/or purchase a product on and/or through the Site, you agree to provide true, accurate, current and complete information about yourself as prompted by the registration form. You are responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities and charges that occur under your account or password. You agree to immediately notify Nicole Miller of any unauthorized use(s) of your account or password or any other breach of security. You agree to ensure that you exit from your account at the end of each session. Nicole Miller reserves the right to refuse service, terminate accounts, remove or edit content or cancel orders in its sole discretion.

Proprietary Rights

As between you and Nicole Miller, Nicole Miller owns, solely and exclusively, all rights, title and interest in and to the Site, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, software, etc.), code, data and materials thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, including, but not limited to, any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Site does not grant to you ownership of any content, code, data or materials you may access on the Site. You may view the content on the Site on your computer or other Internet compatible device, and make single copies or prints of the content on the Site for your personal, internal use only. The Site and the services offered on or through the Site, including any content and materials thereon, are only for your personal, non-commercial use. Any commercial distribution, publishing or exploitation of the Site, or any content, code, data or materials on the Site, is strictly prohibited unless you have received the prior written permission of Nicole Miller or the applicable rights holder. You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on the Site. If you make other use of the Site, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws, and may be subject to liability for such unauthorized use. Nicole Miller will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

Trademarks

The trademarks, logos, service marks and trade names (collectively, the “Trademarks”) displayed on the Site are registered and unregistered Trademarks of Nicole Miller and/or others and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademarks displayed on the Site without the prior written permission of Nicole Miller or the third party that may own the applicable Trademark(s). Your misuse of the Trademarks displayed on the Site is strictly prohibited. Nicole Miller will enforce its Trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.

User Information

In the course of your use of the Site, you may be asked to provide certain personalized information to us (such information referred to hereinafter as “User Information”). Our information collection and use policies with respect to the privacy of such User Information are set forth in Nicole Miller’s Privacy Policy which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up to date.

As you navigate the Site, certain limited information can and may be collected automatically from you without your active involvement. You acknowledge and agree that Nicole Miller and/or its agents and/or independent contractors may track, monitor, and/or otherwise collect information regarding the number of viewers and/or “hits” to the Site for its own internal purposes. You also agree that Nicole Miller owns any and all such information that it collects.

Submissions

It is Nicole Miller’s 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, by transmitting or posting any Submission, you hereby grant us full ownership of the Submission as if we had created, developed and posted the Submission for our own purposes. We reserve the right 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 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. 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. 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 claims arising from or in connection with any Submission or any damages arising from any Submission

User Generated Content

As between you and Nicole Miller, you own and are entirely responsible for any data, text, software, music, sound, photographs, graphics, images, videos, messages, or other content or materials (collectively, “User Content”) that you may submit, transmit, upload, post, e-mail, or otherwise make available on or through the Site.

When you provide Nicole Miller with User Content, you grant to Nicole Miller and its affiliates, representatives, and assigns, a worldwide, non-exclusive, fully paid, royalty free, transferable, sub-licensable, license and permission to use, copy, display and perform your User Content in connection with the Site and/or any other websites owned, operated, and/or controlled by Nicole Miller. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature with respect to any User Content. Nicole Miller reserves the right to display advertisements in connection with your User Content and to use your User Content to advertise and promote your User Content, the Site, Nicole Miller and/or any of its products. Nicole Miller reserves the right to modify User Content in its sole and absolute discretion. Nicole Miller is not required to host, display, or distribute any User Content, and may remove any User Content from the Site at any time and for any reason or no reason.

You represent and warrant that: (a) you own all rights in your User Content (including, without limitation, all rights to the audio, video, or digital recording, and the performance contained in your User Content) or, alternatively, you have acquired all necessary rights in your User Content to enable you to grant to Nicole Miller the rights in your User Content described herein; (b) you have paid and will pay in full all license fees, clearance fees, and any other financial obligations of any kind arising from any use or commercial exploitation of your User Content; (c) you are the individual pictured or heard in your User Content; (d) you will make such permissions available to Nicole Miller upon request; (e) your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or any other legal rights of any third party; and (f) your User Content complies with these Terms of Use. You agree to keep all records necessary to establish that your User Content does not violate any of the foregoing representations and warranties and to make such records available to Nicole Miller upon Nicole Miller’s request.

You further agree that Nicole Miller is free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback other than User Content (“Feedback”), whether oral or written, that you may send to Nicole Miller. You acknowledge and agree that (i) you have no expectation of compensation or confidentiality of any nature, and that Nicole Miller has no duties to you, with respect to such Feedback, and (ii) Nicole Miller has the right (but not the obligation) to use such Feedback for any purpose without notice to you and without paying any compensation to you.

Nicole Miller reserves the right, but does not have an obligation, to monitor and/or review User Content. Nicole Miller does not endorse or control the User Content transmitted or posted on the Site and therefore, Nicole Miller is not responsible for User Content and Nicole Miller does not guarantee the accuracy, integrity, or quality of User Content, which may not necessarily reflect the views of Nicole Miller. You understand that by using the Site, you may be exposed to User Content that is offensive, indecent, or objectionable to you. Under no circumstances will Nicole Miller 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 submitted, transmitted, uploaded, posted, e-mailed, or otherwise made available via the Site. Nicole Miller has no control over User Content once it leaves the Site, and it is possible that others may duplicate User Content on other sites on the Internet.

You acknowledge that Nicole Miller has the right – though not the obligation – in its sole discretion to refuse to post or to remove any User Content, and it reserves the right to change, condense, edit, modify, transmit, display, or delete any User Content, and you waive any rights you may possess in having the material altered or changed in a manner not agreeable to you. Without limiting the generality of the foregoing or any other provision of these Terms of Use, Nicole Miller has the right to remove any User Content that violates this User Generated Content Policy or is otherwise objectionable, and it reserves the right to refuse service and/or to terminate access without prior notice for any user who violates this User Generated Content Policy or infringes the rights of others.

You agree that if you include a link from any other Web site to www.nicolemillerbeauty.com, such link shall open in a new browser window. You agree not to link from any other Web site to www.nicolemillerbeauty.com in any manner such that the Site, or any page of the Site, is “framed,” surrounded or obfuscated by any third- party content, materials or branding. We reserve the right to revoke your right to link to the Site from any other Web site at any time upon written notice to you.

Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret, or proprietary information, or other material from you through the Site, by e-mail, or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques, or other materials submitted or sent to us will be deemed not to be confidential or secret, and may be used by us in any manner consistent with Nicole Miller’s Privacy Policy.

Nicole Miller reserves the right to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Nicole Miller’s sole discretion are objectionable or in violation of these Terms of Use, Nicole Miller’s policies or applicable law.

Digital Millennium Copyright Act

Nicole Miller respects the intellectual property rights of others and requests that you do the same. If you think your work has been copied in a manner that constitutes copyright infringement, you may notify our Legal Department, which can be reached c/o Kobra International, Ltd., 525 Seventh Avenue, New York, New York 10018.

The notification must include ALL of the following:

(a) A physical or electronic signature of the copyright owner or the person authorized to act on the owner’s behalf;

(b) a description of the copyrighted work you claim has been infringed;

(d) your name, address, telephone number, e-mail address and all other information reasonably sufficient to permit Nicole Miller and/or its counsel to contact you;

(e) 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; and

(f) 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 behalf of the copyright owner.

Nicole Miller is under no obligation to post, forward, transmit, distribute or otherwise provide any material available on the Site, including material you provide to us, and so we have an absolute right to remove any material from the Site in our sole discretion at any time.

Orders for Products and Services

We may make certain products available to visitors and registrants of the Site. You may only order products if, and you hereby represent and warrant that, you are domiciled in the United States and you are 18 years old or older. You agree to pay in full the prices for any purchases you make either by credit/debit card concurrent with your online order or by other payment means acceptable to Nicole Miller. You agree to pay all applicable taxes. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us. You agree that you are not permitted to resell any products purchased through the Site for commercial purposes.

Accuracy of Information and Efficacy

We attempt to be as accurate as possible when describing our products on the Site. However, to the extent permitted by the applicable law, we do not warrant that the product descriptions, colors, information or other content available on the Site are accurate, complete, reliable, current, or error-free.

Nicole Miller Beauty Products are not intended to be used for medical treatment or as a substitute for medical treatment. Nicole Miller Beauty Products are not intended to treat or cure any medical conditions, ailments, illnesses, or diseases. If you seek or require medical attention, please consult with a physician or other medical provider.

Nicole Miller does not make, and hereby expressly disclaims, any representations, warranties, and/or guarantees concerning the efficacy of Nicole Miller Beauty Products.

Limits on Purchases

Nicole Miller does not authorize the purchase of our merchandise for resale purposes. We may, in our sole discretion, limit or cancel quantities purchased per order, per person or per household. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. We also reserve the right to cease doing business with those customers violating this policy.

Third Party Web Sites, Resources, and Applications

You may be able to access or use the Site from a third-party Web site, Internet resource, or software application (“Linked Sites”). You may also be able to access and use a Linked Site from a link available on another Web site owned, operated, and/or controlled by Nicole Miller. You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code, or other materials which may or may not be provided by or through Linked Sites. The inclusion of any link to such Linked Sites on the Site does not imply Nicole Miller’s endorsement, sponsorship, or recommendation of that site or of any product or service offered by that site. Nicole Miller disclaims any liability for Linked Sites. Nicole Miller does not guarantee the standards or practices of any Linked Site, nor shall Nicole Miller be held responsible for the contents of such Linked Sites. For this reason, Nicole Miller does not represent or warrant that the contents of any Linked Site are accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. Also, Nicole Miller is not responsible for web casting or any other form of transmission received from any Linked Site. Any reliance on the contents of a Linked Site is done at your own risk, and you assume all responsibilities and consequences resulting from such reliance.

DISCLAIMER OF WARRANTIES

THE SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS, ARE PROVIDED “AS IS,” “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE SITE OR THE SERVICES, CONTENT, FUNCTIONS, OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SITE WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. NICOLE MILLER ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING ON THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

WE TRY TO ENSURE THAT THE INFORMATION POSTED ON THE SITE IS CORRECT AND UP-TO-DATE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SITE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE SITE, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SITE.

WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, NICOLE MILLER AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE SITE, AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE SITE OR IN CORRESPONDENCE WITH NICOLE MILLER OR ITS AGENTS. ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE SITE ARE PROVIDED BY NICOLE MILLER “AS IS”, EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND NICOLE MILLER OR ITS LICENSOR OR SUPPLIER.

LIMITATION OF LIABILITY

IN NO EVENT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE, SHALL NICOLE MILLER, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENTS, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE SITE, OR LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OF USE OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO NICOLE MILLER FOR YOUR USE OF THE SITE OR PURCHASE OF PRODUCTS VIA THE SITE.

Indemnification

You agree to indemnify, defend and hold harmless Nicole Miller and its officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your use of the Site and any violation of these Terms of Use. If you cause a technical disruption of the Site or the systems transmitting the Site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. Nicole Miller reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Nicole Miller in the defense of such matter.

Jurisdiction and Applicable Law

The laws of the State of New York govern these Terms of Use and your use of the Site, and you irrevocably consent to the jurisdiction of the courts located in the County of New York for any action arising out of or relating to these Terms of Use. We recognize that it is possible for you to obtain access to the Site from any jurisdiction in the world, but we have no practical ability to prevent such access. The Site has been designed to comply with the laws of the State of New York and of the United States. If any material on the Site, or your use of the Site, is contrary to the laws of the place where you are when you access it, the Site is not intended for you, and we ask you not to use the Site. You are responsible for informing yourself of the laws of your jurisdiction and complying with them.

Changes to These Terms of Use

Nicole Miller reserves the right, in our sole discretion, to change these Terms of Use at any time by posting revised terms on the Site. It is your responsibility to check periodically for any changes we may make to these Terms of Use. Your continued use of the Site following the posting of changes to these Terms of Use or other policies means you accept the changes.

In the event we make material changes to these Terms of Use, notice of these changes will be posted on the homepage of the Site, and the revised Terms of Use will take effect thirty days after their publication on the Site.

Entire Agreement and Admissibility

This agreement and any policies or operating rules posted on the Site constitute the entire agreement and understanding between you and Nicole Miller with respect to the subject matter thereof and supersede all prior and contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. A printed version of these Terms of Use shall be admissible in judicial or administrative proceedings based on or relating to use of the Site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Severability

If any provision of this agreement is unlawful, void or unenforceable, the remaining provisions of the agreement will remain in place.

Non-Waiver

Nicole Miller’s failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use shall remain in full force and effect.