Terms of service

1.             Privacy Policy.

1.1          Please refer to our Privacy Policy for information about how we collect, use, disclose and otherwise process information about you.

2.             Eligibility.

2.1          If you are below the age of consent under applicable law in the country in which you reside, then your parent or legal guardian must read and accept this Agreement in your name and on your behalf. If you are the parent or legal guardian of a minor using the Site, you acknowledge, and further agree that you agree to this Agreement on behalf of the aforementioned minor and yourself.

2.2          You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the Site. We may, in our sole discretion, refuse to offer the Services to any person or entity and change our eligibility criteria at any time.

2.3          We continually test new features, functionalities, services, user interfaces and Products that we are considering incorporating into or providing through our Site. We reserve the right to include or exclude you from these tests without notice.

2.4          You are solely responsible for ensuring that your use of the Services complies with all laws, rules and regulations applicable to you. If the applicable law in the country in which you reside requires that you must be older than 13 to receive certain Services, then the minimum age is the legally required one. If you are a minor, you may wish to consult your parents about what portions of the Services are appropriate for you. The right to access the Site is revoked where this Agreement or use of the Site is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.

3.             Registration.

3.1          You may register for an account on the Site (an “Account”) or, if enabled, log in using your social media or other platform login information. To use certain portions of the Site, you are not required to sign up for an Account. However, certain features of the Site, such as accessing your order history, require you to register for an Account. You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a username a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s Account or registration information for the Site without permission. You must notify us immediately of any change in your eligibility to use the Site, breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You have the ability to delete your Account at any time, as described in our Privacy Policy. By providing your information to create an Account, you grant Glossier the right to use your information and to provide it to third parties for the purposes of facilitating the completion of your transaction. In addition to all other rights available to Glossier, including those set forth in this Agreement, Glossier reserves the right, in its sole discretion, to verify your information prior to processing your order, limit order quantity, cancel any order, refuse service to you, or terminate your Account.

4.             Use of the Site.

4.1          The Site contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content, or portions of the Content may be made available to us through arrangements that we have with third parties. We do not guarantee that any Content you access on or through the Site is or will continue to be accurate. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content, including but not limited to use of framing or mirrors, except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.

4.2          The trademarks, service marks, and logos of Glossier (the “Glossier Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Glossier. Other company, product, and service names located on the Site or otherwise used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks”, and, collectively with the Glossier Trademarks, the “Trademarks”). Nothing on the Site, in the Services or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site or otherwise used in connection with the Services without our prior written consent specific for each such use. The Trademarks may not be used to disparage us or any applicable third party, our or the applicable third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Glossier Trademarks as part of a link to or from any website is prohibited without our prior written consent. All goodwill generated from the use of any Glossier Trademark shall inure to our benefit.

4.3          You agree not to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure; (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site; (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site; (d) delete or alter any material we or any other person or entity posts on the Site; (e) use or attempt to use any engine, software, tool, agent, data, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Site other than the search engine and search agents provided by Glossier or generally publicly available browsers; (f) use or attempt to use the Site to violate the security of or gain unauthorized access to any computer, computer network, system, or device; (g) use any meta tags or any other hidden text utilizing the Glossier Trademarks; (h) send unsolicited or unauthorized email on behalf of Glossier, including promotions and/or advertising of products or services; (i) use the Site to gain or attempt to gain unauthorized access to passwords or security encryption codes; (j) otherwise take any action in violation of our guidelines and policies; or (k) use or attempt to use the Site, intentionally or unintentionally, to violate any applicable local, state, federal or international law.

5.             Third Party Sites.

5.1          The Site may contain links to third party websites, services or other resources on the Internet, including but not limited to our sponsors, partners, and social media platforms, and other websites, services or resources may contain links to the Site (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any External Sites.

5.2          You may enable or log in to the Site via various online third party services, such as social media and social networking services (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Site, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy.

5.3          Please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such Social Networking Services, and we shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled on or offered through the Site. In addition, we are not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, we are not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. We enable these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

5.4          We may participate in affiliate marketing and may allow affiliate links to be encoded on some of our pages. This means that we may earn a commission if/when you click on or make purchases via affiliate links.

6.             User Content.

6.1          With respect to the Photos (as defined below), Submissions (as defined below), and any content or other materials you provide to or upload through the Site (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, and that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You shall not (and shall not permit any third party to) take any action or upload, post, or otherwise distribute any User Content that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty. You shall not (and shall not permit any third party to) take any action or upload, post, or otherwise distribute any User Content that you know is false, misleading, untruthful or inaccurate, or is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion.

6.2          The Site may pull content from our users who share photos and videos on Instagram using our brand hashtags, including, without limitation, #glossier, #glossierpink, #boybrow, #nofilterjustglossier, #glossieraffiliate, #glossierinthewild, #glossierirl #skinfirstmakeupsecond, #topshelf #topshelfie, or #itgtopshelfie (collectively, the “Glossier Hashtags”), or tagging the @Glossier or @IntoTheGloss accounts (collectively, “Photos”). You acknowledge and agree that the Photos may be used in Glossier’s social media, emails/SMS and on the Site, and you hereby grant us permission to use and authorize others to use your name or social media handle in association with the Photos for identification, publicity related to the Services and similar promotional purposes, including after your termination of your Account or the Services. You represent and warrant that the posting and use of your Photos, including to the extent such Photos include your name, username, likeness, voice, or photograph, does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and other intellectual property rights.

6.3          By uploading any User Content you hereby grant and will grant Glossier and its affiliated companies, successors and assigns a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to reproduce, adapt, publish, create derivative works from, copy, display, upload, publicly perform, distribute, store, modify and otherwise use your User Content and any name, username, likeness, voice or photograph provided in connection with your User Content, without compensation to you, in connection with the operation of the Site or the promotion, advertising or marketing of the Services, in any form, medium or technology now known or later developed, and including after your termination of your Account or the Services. For clarity, the foregoing license does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

6.4          Except where prohibited by applicable law, by submitting User Content through the Site, you are waiving and agreeing not to assert any copyrights or “moral” rights or claim resulting from our alteration of the User Content or any Photos, Submissions, photograph(s), footage, illustrations, statements or other work contained in the User Content. You are also agreeing to appoint Glossier as your irrevocable attorney-in-fact with respect to the User Content, with the right to execute and deliver any documents, in your name and on your behalf, to ensure that we can use the User Content that you are licensing in any way we see fit, own and protect the rights in any derivative works created from your User Content, and have the User Content removed from any other website or forum.

6.5          You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (collectively, “Submissions”) that you provide to us are non-confidential, that we may already be working on or may in the future work on a similar idea, and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without your acknowledgment or compensation to you.

6.6          You acknowledge and agree that we may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce this Agreement; (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Glossier, our users and the public. You understand that the technical processing and transmission of the Site, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

7.             IP Infringement.

7.1          We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below. We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Glossier’s Copyright Agent at legal@glossier.com (Subject line: “Takedown Request”). You may also contact us by mail at: 233 Spring Street, Floor 10, New York, NY 10013.

7.2          To be effective, the notification must be in writing and contain the following information:

·               an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

·               a description of the copyrighted work or other intellectual property that you claim has been infringed;

·               a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site;

·               your address, telephone number, and email address;

·               a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property 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 or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

7.3          If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

·               your physical or electronic signature;

·               identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

·               a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

·               your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within New York, New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

7.4          If a counter-notice is received by the Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it within ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

7.5          In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Site and/or terminate the Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

8.             Payments; Ordering & Availability; Billing and Continuous Subscription Services.

8.1          You agree to provide accurate and up-to-date payment information at the time you order any Product. We have contracted with third parties, including our e-commerce platform provider and international fulfillment service provider, and through them, third party payment processors and other service providers (each, a “Third Party Provider”), to facilitate purchases made on the Site. Such Third Party Providers are subject to strict confidentiality and data protection requirements for purposes of facilitating purchases and/or processing payments made on the Site. When you make a purchase through the Site, you will provide your payment details and any additional information required to complete your order directly to such Third Party Provider(s). You should be aware that online payment transactions are subject to validation checks by us and our Third Party Providers and your card issuer and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, we and/or our Third Party Provider(s) use various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Please note, it is possible that your card issuer may charge you an online handling fee or processing fee. We are not responsible for this.

8.2          You agree to have sufficient funds or credit available upon placement of any such order to ensure that the purchase price will be collectible by us. After you place your order, we will send you a confirmation email (the “Order Confirmation”). The Order Confirmation means that your order request has been received. It does not mean that your order has been accepted or shipped or that the price or availability of an item has been confirmed. We strive to provide accurate pricing information regarding the Products available on the Site. We cannot, however, insure against pricing errors. We reserve the right, at our sole discretion, to not process or to cancel any orders placed for a Product whose price was incorrectly posted on the Site as a result of an error. If this occurs, we will notify you by email. The Site may contain information regarding the availability of Products. In rare cases, a Product may be in stock when you place the order, and sold out by the time we attempt to process the order. Should this happen, we will notify you by email and cancel the item from your order. We also may offer some Products for sale before they have been manufactured or arrive at our warehouse. When you preorder these Products, we will ship them out once they are available. In rare cases, these items may not become available for shipping. Should this happen, we will notify you by email and cancel the item from your order.

8.3          Unless otherwise specified, prices quoted are exclusive of: (a) the costs of shipping or carriage to the agreed place of delivery; and (b) value added tax and any other tax or duty which (where applicable) must be added to the price payable. You agree to pay for taxes, duties, shipping or carriage of the Products as such costs are specified by us when you submit your order. If any applicable taxes or duties are not fully pre-paid when you submit your order, you agree that you will be fully responsible for paying all applicable taxes and duties directly to the relevant authority. You further agree that you will be fully responsible for claiming back any taxes and duties from the applicable authority, to the extent possible, in cases of a return or any other eligible circumstances. Certain states (e.g., Colorado) have added delivery fees which are non-refundable. Where applicable, this will be included with estimated taxes, and if any items on your order are returned, such delivery fees will not be refunded as per state law. For more information on any such fees, please contact your state legislature. In addition, at checkout the price of international orders, or any applicable credits, can be affected by foreign exchange differences. If you choose to pay using a payment card with a currency denominated account, or any applicable credit, that is different from the currency of your order, additional charges and foreign exchange differences may apply. These charges and exchange rates applied are beyond our control.

8.4          Some of the Services that we may offer, such as the never-run-out service, may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. You will have the ability to specify how regularly you would like to order any auto-replacing products. BY CHOOSING A RECURRING PAYMENT PLAN, YOU ACKNOWLEDGE AND AGREE THAT (A) GLOSSIER (OR ANY OF OUR THIRD PARTY PROVIDERS) IS AUTHORIZED TO CHARGE YOU ON A RECURRING BASIS (E.G., MONTHLY) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES AND (B) YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SITE OR PRODUCTS. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY EMAILING US AT GTEAM@GLOSSIER.COM. YOU WILL BE RESPONSIBLE FOR ALL CHARGES INCURRED WITH RESPECT TO ANY ORDER PROCESSED PRIOR TO THE CANCELLATION OF YOUR SUBSCRIPTION. All recurring payments are fully earned upon payment.

8.5          All orders of Products must be for your personal use only. By purchasing Products, you hereby agree not to resell or distribute such Products for any commercial purposes. All orders are subject to our acceptance or rejection based on Product availability, noncompliance with this Agreement or any other reason as determined in our sole discretion. For instance, if we have reason to believe that your order is not for personal use, we reserve the right to reject or cancel any order that you place. We also reserve the right, in our sole discretion, to take steps to verify your identity to process your order. We will either not charge you or refund the charges for orders that we cancel or do not process.

8.6          We attempt to provide accurate descriptions of Products. We do not warrant, however, that the descriptions are accurate, complete, reliable, current or error-free. If a Product is not as described, your sole remedy is to return the item, unless otherwise specified in writing by us. We occasionally run promotions or provide limited-time offers for our Products. It is your responsibility to determine whether you may validly participate. Glossier is not responsible for the validity of promotional offers found on sites not affiliated with our company. Please review the promotion or offer for eligibility and other terms and conditions. All other information with respect to the purchase of Products from the Site can be found on the Order Help Page located at www.glossier.com/help, including our policies on shipping and tax, billing, order acceptance, gift cards, and returns and exchanges.

9.             Delivery

9.1          For shipping and delivery timelines based on your delivery address, please visit our FAQs.

9.2          Your order will be delivered to the delivery address that you specify when placing your order. If we are unable to deliver to your delivery address, for example if your delivery address is geographically remote, we will notify you before we accept your order. We reserve the right not to deliver to any country that is prohibited by applicable export laws. Products comprised within the same order cannot be delivered to different addresses.

9.3          If you reside in the United States, the Product(s) ordered will be at your risk from the time the Product(s) have been delivered to a third party carrier, and ownership of the Product(s) ordered will also pass to you from the time the Product(s) have been delivered to a third party carrier, provided full payment of all sums due in respect of the Product(s), including any delivery charges, has been received. If you reside in the United Kingdom, the Product(s) ordered will be at your risk from the time you receive the Product(s), however, ownership of the Product(s) ordered will pass to you from the time the Product(s) have been delivered to a third party carrier, provided full payment of all sums due in respect of the Product(s), including any delivery charges, has been received. If you reside outside of the United States or the United Kingdom, risk of loss and ownership shall transfer to you as set forth in the terms of sale provided by our international fulfillment service provider, to which you must agree prior to purchasing the Product(s).

9.4          If any Product you order is damaged or faulty when delivered to you or has developed a fault, you may have one or more legal remedies available to you, depending on when you make us aware of the problem, in accordance with your legal rights. If you believe a Product was delivered damaged or faulty or has developed a fault, you should inform us as soon as possible, preferably in writing, giving your name, address and order reference. Nothing in this section affects your legal rights.

10.          Returns and Exchanges.

10.1       For information about returns and exchanges, please see our FAQs. You may have additional rights or remedies under the consumer protection laws where you reside. If you have any questions, please email us at gTEAM@glossier.com.

11.          Limitation of Liability and Disclaimer of Warranties.

11.1       EXCEPT AS OTHERWISE PROVIDED BY US IN WRITING, GLOSSIER, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “GLOSSIER PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THE SITE’S ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE GLOSSIER PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR THE SITE OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SERVICES AND THE CONTENT AT YOUR OWN RISK.

11.2       THE GLOSSIER PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERROR FREE OR THAT THE SITE, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO GLOSSIER PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

11.3       EXCEPT AS OTHERWISE PROVIDED BY US IN WRITING, THE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE GLOSSIER PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

11.4       IN NO EVENT SHALL ANY GLOSSIER PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH GLOSSIER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $500.00.

11.5       Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH JURISDICTIONS, THE LIABILITY OF THE GLOSSIER PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS AFFECTS ANY LEGAL RIGHTS AND REMEDIES YOU HAVE UNDER LOCAL LAW.

11.6       IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

12.          Indemnification.

12.1       To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Glossier Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, any User Content or Feedback you provide, or your access to, use or misuse of the Content or the Services. We shall provide notice to you of any such claim, suit, or proceeding that triggers this indemnification obligation, and you agree to do the same by writing to the Glossier Legal Department at legal@glossier.com. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

13.          BINDING ARBITRATION AND CLASS ACTION WAIVER—IMPORTANT.

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND GLOSSIER TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU AND GLOSSIER CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND GLOSSIER FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND GLOSSIER AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. YOU AND GLOSSIER ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

THE PARTIES ACKNOWLEDGE THAT THE TERMS IN THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY’S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 13.12, IF YOU WISH TO OPT OUT OF THE REQUIREMENT TO ARBITRATE ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS AGREEMENT.

13.1       Claims This Section Applies To. The binding arbitration and class action waiver terms in this Section 13 apply to all Claims between you and Glossier. A “Claim” is any dispute, claim, cause of action, or controversy (excluding those exceptions listed below) between you and Glossier, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory that either party wishes to seek legal recourse for and that arises from or relates to this Agreement or the Services, including any privacy or data security claims or claims related to the validity, enforceability, or scope of the arbitration requirement or any portion of it.

13.2       Informal Dispute Resolution Prior to Arbitration. If you have a Claim against Glossier or if Glossier has a Claim against you, you and Glossier must first attempt to resolve the Claim informally in order to try to resolve the Claim faster and reduce costs for both parties. You and Glossier will make a good-faith effort to negotiate the resolution of any Claim for 30 days, or such longer period as mutually agreed in writing (email suffices) by the parties (“Informal Resolution Period”), starting from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with this Agreement.

You will send any Claimant Notice to Glossier by email at legal@glossier.com or by certified mail addressed to Glossier Legal Department, 233 Spring Street, 10th Floor, New York, NY 10013. Glossier will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Glossier. The Claimant Notice sent by either party must (a) include the sender’s name, address, email address, telephone number, and any relevant purchase information; (b) describe in reasonable detail the nature and basis of the Claim; and (c) set forth the specific relief sought.

The Informal Resolution Period is intended to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or Glossier cannot initiate arbitration before the end of the Informal Resolution Period. If you or Glossier file a Claim in court or initiate arbitration without complying with the requirements in this Section 13, including first providing a compliant Claimant Notice and waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court to enjoin the filing or arbitration and seek damages from the party that has not followed the requirements in this Section to reimburse it for any costs and fees, including any arbitration, attorney, and expert fees incurred as a foreseeable consequence of that breach.

The statute of limitations and any filing fee deadlines for a Claim will be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.

13.3       Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual property rights of you or Glossier, including any disputes in which you or Glossier seek injunctive or other equitable relief for the alleged unlawful use of your or Glossier’s intellectual property or other infringement of your or Glossier’s intellectual property rights (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 13.2 will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

13.4       Binding Individual Arbitration. Subject to the terms of this Section 13, Claims may only be settled by binding individual arbitration administered by JAMS, https://jamsadr.com/, in accordance with the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). For Claims arbitrated by JAMS the then-current version of the JAMS Streamlined Arbitration Rules and Procedures are the rules applicable to Claims between you and Glossier, as modified by this Agreement (the “Rules”).

If JAMS notifies the parties in writing (email being sufficient) that it is not available to arbitrate a Claim, then that Claim may only be settled by binding individual arbitration conducted by National Arbitration and Mediation (“NAM”), https://www.namadr.com/, in accordance with the FAA. For Claims arbitrated by NAM, the then-current version of NAM’s Comprehensive Dispute Resolution Rules and Procedures, as modified by this Agreement, are the Rules applicable to Claims between you and Glossier.

This Agreement affects interstate commerce, and the enforceability of this Section 13 will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, this Agreement and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Glossier to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence). The parties waive their right to file a class action or seek relief on a class basis, whether in court or arbitration, except as expressly permitted in Section 13.11.

13.5       Arbitration Procedure and Location. You or Glossier may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with JAMS (or with NAM, if applicable) pursuant to this Section 13.5.

Instructions for filing a demand for arbitration with JAMS are available on the JAMS website or by calling JAMS at 1-800-352-5267, and instructions for filing a demand for arbitration with NAM are available on the NAM website or by calling NAM at 1-800-358-2550. You will send a copy of any demand for arbitration to Glossier by email at legal@glossier.com or by certified mail addressed to Glossier Legal Department, 233 Spring Street, 10th Floor, New York, NY 10013. Glossier will send any demand for arbitration to you by certified mail or email using the contact information you have provided to Glossier.

The arbitration will be conducted by a single arbitrator in the English language. You and Glossier both agree that the arbitrator will be bound by the terms of this Agreement.

For Claims in which the claimant seeks less than USD $10,000, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings shall be conducted by video or telephone, unless the arbitrator determines an in-person hearing is necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in New York, New York, unless you are a “consumer”, meaning that you only use the Services for personal, family, or household purposes, and the arbitrator determines that an in-person hearing in New York would pose a hardship for you, in which case the in-person hearing may be conducted in the claimant’s state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Glossier agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

An arbitration award, and any judgment confirming it, apply only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself unless the parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

13.6       Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and this Agreement.

13.7       Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs and fees incurred by the defending party—including arbitration, attorney, and expert fees—related to a Claim if an arbitrator determines that (a) the Claim was not warranted by existing law or by a nonfrivolous argument or (b) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

13.8       Offers of Settlement. Either party may, but is not obligated to, make a written settlement offer for a Claim. If an arbitration decision or award is later issued that is less favorable to a party than the latest written offer of settlement that party did not accept, that party must pay all costs and fees—including arbitration, attorney, and expert fees—incurred by the other party after the written settlement offer was made. The terms of any settlement offer may not be disclosed to an arbitrator until after the arbitrator issues a decision or award on the Claim.

13.9       One Year to Assert Claim. To the extent permitted by law, any Claim by you or Glossier against the other must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you and Glossier will no longer have the right to assert that Claim.

13.10   Confidentiality. If you or Glossier submits a Claim to arbitration, you and Glossier agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or be the subject of any discovery in the arbitration. You and Glossier agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

13.11   Mass Arbitrations. If 25 or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered “Mass Arbitrations” and will be treated as mass arbitrations according to the JAMS Mass Arbitration Procedures and Guidelines (or if filed with NAM, NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures), if and to the extent Mass Arbitrations are filed in arbitration as set forth in this Agreement. You or Glossier may advise the other of your or its belief that Claims are Mass Arbitrations, and disputes over whether a Claim meets the definition of “Mass Arbitrations” will be decided by the arbitration provider as an administrative matter. To the extent either party is asserting the same Claim as other persons and are represented by common or coordinated counsel, that party waives any objection that the joinder of all such persons is impracticable. For any Mass Arbitrations, the parties agree that the JAMS Mass Arbitration Procedures and Guideline (or if filed with NAM, NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures), as modified by this Agreement, will apply as part of the Rules. The following procedures are intended to supplement the Rules and to the extent the procedures conflict with those Rules, to supersede them.

Mass Arbitrations may only be filed in arbitration as permitted by the bellwether process set forth below. Applicable statutes of limitations will be tolled for Claims asserted in Mass Arbitrations from the time a compliant Claimant Notice has been received by a party until this Agreement permit such Mass Arbitrations to be filed in arbitration or court.

Initial Bellwether: The bellwether process set forth in this Section 13.11 will not proceed until counsel representing the Mass Arbitrations has advised the other party in writing (email being sufficient) that all or substantially all the Claimant Notices for the Mass Arbitrations have been provided.

After that point, counsel for the parties shall select 20 Mass Arbitrations to proceed in arbitration as a bellwether to allow each side to test the merits of its claims and arguments. Each side shall select 10 claimants who have provided a compliant Claimant Notice for this purpose, and only those chosen cases may be filed with JAMS or NAM, as applicable. The parties acknowledge that resolution of some Mass Arbitrations will be delayed by this bellwether process, and they consent to such delay. Any remaining Mass Arbitrations shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this Section 13.11.

A single arbitrator shall preside over each Mass Arbitration chosen for a bellwether proceeding, and unless the parties agree otherwise, only one Mass Arbitration may be assigned to each arbitrator as part of a bellwether process. 

Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Mass Arbitrations, with the mediator’s fee paid for by Glossier. Counsel for the claimants and the other party must agree on a mediator within 30 days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.

Remaining Claims: If the mediation process concludes with 100 or more unresolved Mass Arbitrations remaining, any party to a remaining Mass Arbitration may elect to no longer have the arbitration requirement in this Section 13 apply to all remaining Mass Arbitrations for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether process or global mediation. To be effective, such an election must be communicated in writing (email suffices) to counsel for the opposing party within 30 days of mediation concluding. Mass Arbitrations released from the arbitration requirement must be resolved in accordance with Section 18.1.

If the mediation process concludes with fewer than 100 Mass Arbitrations remaining or if no party makes a timely election as provided for in the previous paragraph, the arbitrator will randomly select 50 Mass Arbitrations (or the total remaining amount if less than 50) to proceed in arbitration as a second batch. The arbitrator will randomly select eligible claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. Once all arbitrations in the foregoing process are complete, the parties will repeat this process until all Mass Arbitrations have been arbitrated.

If Mass Arbitrations released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in Mass Arbitrations for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.

A court shall have authority to enforce the bellwether and mediation processes defined in this Section 13.11 and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.

13.12   Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted this Agreement by sending your opt-out notice by email to legal@glossier.com or by certified mail addressed to Glossier Legal Department, 233 Spring Street, 10th Floor, New York, NY 10013. To be effective, your opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 18.1.

13.13   Rejection of Future Arbitration Changes. You may reject any change we make to Section 13 (except address changes) by sending us notice of your rejection within 30 days of the change by email to legal@glossier.com or by certified mail addressed to Glossier Legal Department, 233 Spring Street, 10th Floor, New York, NY 10013. Changes to Section 13 may only be rejected as a whole, and you may not reject only certain changes to Section 13. If you reject changes made to Section 13, the most recent version of Section 13 that you have not rejected will continue to apply.

13.14   Severability. If any portion of this Section 13 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision shall be severed from this Agreement; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 13 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 13; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with this Agreement, and not in arbitration. The litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 13 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 13 will be enforceable. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration.

14.          Termination.

14.1       We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site or the Content at any time and for any reason (including if we believe that you have engaged in any suspected fraudulent or abusive activity, or violated or acted inconsistently with the letter or spirit of this Agreement) without prior notice or liability, including the right to reject any order you place for the purchase of Products, which may result in the forfeiture and destruction of all information associated with your Account. We reserve the right to change, suspend, or discontinue all or any part of the Services or the Content at any time without prior notice or liability. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity, limitations of liability, class action waivers and arbitration.

15.          User Must Comply with Applicable Laws.

15.1       You are solely responsible for ensuring compliance with the laws of your specific jurisdiction and for abiding by all applicable local, state, provincial, national and international laws and regulations.

15.2       The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

16.          Transfer and Processing of Personal Data.

16.1       In order for us to provide the Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

17.          U.S. Government Restricted Rights.

17.1       The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Services or Content by the Government constitutes acknowledgement of our proprietary rights in the Services and Content.

18.          Miscellaneous.

18.1       Any dispute, claim, cause of action, or controversy arising from or relating to this Agreement or the Services will be governed by and construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute, claim, cause of action or controversy between you and Glossier arising from or relating to this Agreement or the Services that is not subject to arbitration pursuant to Section 13 and that cannot be heard in small claims court will be resolved exclusively in the state and federal courts sitting in the City of New York in the State of New York. You and Glossier waive any objection to venue or personal jurisdiction in any such courts. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not, except as stated in Section 13.14, affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Our failure to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. Any information you submit to or provide through the Site might be publicly accessible, and you should protect important and private information. We are not liable for protection of privacy of email or other information transferred through the Internet or any other network that you may use.

18.2       Except as expressly agreed by us and you, this Agreement constitutes the entire agreement between us and you with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between us and you with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement is personal to you, and is not assignable, transferable or sublicensable by you except with our prior written consent. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to legal@glossier.com.

18.3       Glossier, Inc. is a Delaware corporation with its headquarters at 233 Spring Street, 10th Floor, New York, NY 10013. You may contact us at the following address: 233 Spring Street, 3rd Floor, New York, NY 10013, or at the following email address: GTeam@glossier.com.

19.          Notice for California Residents

19.1       Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice:  If you have a question or complaint regarding our Properties, please use our contact information below to let us know. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. Hearing-impaired persons may call TDD (800) 326-2297.