Welcome to Semblance. Please read these terms of service ("Terms of Service") carefully. They apply to your use of the Semblance LLC ("Semblance”) website at Semblance.com (the "Site") and the related goods and services offered by Semblance through the Site. We will refer to the Site and related goods and services offered through the Site as the "Services.”
1. Introduction
The Terms of Service set forth the legally binding terms for your use of the Services. By using the Services, you agree to be bound by the Terms of Service and our Privacy Policy (together, the "Agreement"). If you are accepting the Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to the terms set forth herein. If you do not have such authority or do not agree to be bound by the Terms of Service, you may not access or use the Services. You must indicate your acceptance of the Terms of Service and Privacy Policy when you create a Semblance account, join our mailing list, and/or purchase a product from us.
THESE TERMS OF SERVICE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. PLEASE NOTE THAT SECTION 11 OF THE TERMS OF SERVICE INCLUDES AN ARBITRATION AGREEMENT. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT CLAUSE, YOU AND Semblance AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS ARBITRATION.
Semblance may, in its sole discretion, modify or revise the Terms of Service at any time, and you agree to be bound by such modifications or revisions. Although we may attempt to notify you when major changes are made to the Terms of Service, you should periodically review the most up-to-date version, which will always be posted at Semblance.com. Your continued use of the Services constitutes your acceptance of such changes.
2. Eligibility and Account Creation
2.1 Services Eligibility
The Services are offered and available to users who are 18 years of age or older. Any registration by, use of or access to the Services by anyone under 18 is unauthorized and in violation of these Terms of Service. By using the Services, you represent and warrant that you are 18 years of age or older and that you agree to abide by the Terms of Service.
Moreover, to accept the Terms of Services, you affirm that you are either at least 18 years of age, an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into and comply with the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service. Minors between the ages of 13 and 18 who have not been emancipated may only use the Services with the involvement of a parent or guardian.
2.2 Your Account
If you access certain features of the Services, you may have the option to create a Semblance account ("Account"). When creating your Account, you must provide and maintain accurate and complete information and you will be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password and keeping your password secure. You agree not to use the account, username, or password of another Semblance account holder at any time or to disclose your password to any third party. You may never create an account using a false identity or information, on behalf of someone other than yourself, or use another person’s account without permission. Semblance may refuse to open an Account for any reason, in Semblance's sole discretion.
You agree to notify Semblance immediately if you suspect any unauthorized use of your Account, access to your password, or any other breach of security. You are solely responsible for any and all use of your Account. Semblance will not be liable for your losses caused by any unauthorized use of your Account.
These Terms of Service shall remain in full force and effect while you use the Services, have an Account, and even after your Account is terminated. You may terminate your Account at any time, for any reason, by support@semblance.com.
Semblance may terminate your Account or your access to Services at any time, without warning and in Semblance's sole discretion, if you breach these Terms of Service, or otherwise.
3. Online Store Terms
3.1 Orders
You agree that your order is an offer to buy all products and services listed in your order. All orders placed through the Site are subject to Semblance's acceptance. This means that Semblance may refuse to accept or may cancel any order, whether or not the order has been confirmed, for any or no reason, and without liability to you or anyone else. If your credit card has already been charged for an order that is later cancelled by Semblance, Semblance will issue you a refund.
3.2 Products
Certain products may be available exclusively online through the Site. These products or services may have limited quantities. We have made every effort to display as accurately as possible the colors and images of our products. We cannot guarantee that your computer monitor’s display of any color or image will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products that we offer. All descriptions of products are subject to change at any time without notice, at our sole discretion. We reserve the right at any time to modify or discontinue any of our products, any part of the Site, or the Site as a whole without notice at any time. Any offer for any product made on this Site is void where prohibited.
Certain products may be subject to separate terms and conditions that accompany the applicable product offering. You are responsible for ascertaining and obeying all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession, use, and sale of any product purchased via this Site. By placing an order, you represent that products ordered will be used only in a lawful manner.
3.3 Prices and Payment Terms
Prices posted on the Site may be different than prices offered by us or our business partners at other locations. All prices, discounts, and promotions posted on the Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Site or Services.
We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
All credit card, debit card and other monetary transactions on or through the Site occur through an online payment processing application that is provided by a third-party vendor(s) and accessible through the Site. Our relationship with the third-party payment processing vendor(s), if any, is merely contractual in nature, and any such third-party vendor and is in no way subject to Semblance's direction or control.
3.4 Shipping & Delivery
We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options.
You will receive a shipping confirmation email once your order is being processed. Once you have received this email please allow 24-48 hours for your tracking number to update. If for any reason your tracking number does not show an update for more than 3 to 4 business days, send us an email at support@semblance.com referencing your order number.
Title and risk of loss pass to you upon delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
3.5 Returns & Refunds
We will accept a return of the product(s) for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within 5 days of delivery with valid proof of purchase and provided such products are returned in their original condition. To return products, please email us at support@semblance.com. You are responsible for all shipping and handling charges on returned items and you bear the risk of loss during shipment. Your refund will be credited back to the same payment method used to make the original purchase on the Site.
4. Electronic Communications
Express Consent. You hereby expressly consent to Semblance sending or otherwise communicating with you for any purpose (including, without limitation, for advertising, telemarketing, or other marketing or promotional purposes, or for sending or notifying you about special offers, updates, newsletters or other informational purposes) via any electronic means or forms as Semblance deems appropriate in its sole discretion, whether through the Site, through your My Account, by personal communication, by email, by automatic telephone dialing system, by artificial or prerecorded voice, by online social media, by text message (e.g., short message service a/k/a SMS, and multimedia messaging service a/k/a MMS) or by other electronic media means or forms. By giving such consent, you agree that no such communication shall violate the Telephone Consumer Protection Act, the CAN-SPAM Act, or any other applicable laws, rules, or regulations. Voice, message, and data fees, rates, charges, and taxes may apply to you, and you are responsible for payment of the same. You are not required to grant the foregoing consent as a condition for purchase or license of any Semblance products or services.
Email Opt-Out. You may opt-out of receiving any emails as described above any time by following the opt-out instructions in any such emails you have received and would like to opt-out of. You acknowledge that opting out of receiving any such communications may impact your receipt, the success, and/or the performance of all or any part of the Site, your My Account, Semblance's products or services, and/or your ability to receive certain messages and/or notifications from Semblance.
Text Message Opt-Out. You may opt-out of receiving any text messages (e.g., short message service a/k/a SMS, and multimedia messaging service a/k/a MMS) as described in the above section at any time by following the opt-out instructions in any such text messages you have received and would like to opt-out of. You acknowledge that opting out of receiving any such communications may impact your receipt, the success, and/or the performance of all or any part of the Site, your My Account, Semblance's products or services, and/or your ability to receive certain messages and/or notifications from Semblance.
5. Rights and Restrictions
Semblance hereby grants you permission to access and use the Site as set forth in these Terms of Service, provided that you agree not to distribute in any medium any part of the Site, without Semblance's prior written authorization, and you agree not to alter, modify, copy, or reverse engineer any part of the Site. Semblance reserves the right to discontinue any aspect of the Site at any time.
The content on the Site, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, and interactive features ("Content”) and the trademarks, service marks, trade names, trade dress, and logos contained therein, including "Semblance” and its logos (together, the "Marks”), are owned by or licensed to Semblance and subject to copyright and other intellectual property rights under the law. Content on the Site is provided to you as is for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Semblance and any other respective owners. Semblance reserves all rights not expressly granted in and to the Site and the Content.
You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein. You also agree that the Marks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Semblance. You agree not to circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or the Content therein.
You agree to not access or use for any commercial purposes any part of the Site, the Services or any product available or obtained through the Site or Services other than as expressly permitted by these Terms of Service. You also may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to intellectual property laws).
You acknowledge and agree that any product reviews, questions, comments, suggestions, ideas, feedback, materials or any other content or information provided by you to Semblance are non-confidential and shall become the sole property of Semblance. Semblance shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such information for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
The Digital Millennium Copyright Act of 1998 (the "DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Site infringe your copyright, you (or your agent) may send us a "Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. Notices must comply with the DMCA and be sent to 8629 Rugby Drive, West Hollywood, CA 90069.
6. Privacy
Semblance's Privacy Policy applies to the collection and use of "Personal Information,” which is defined as information about an individual that (either by itself or when combined with information from other available sources) allows that individual to be identified. Semblance's Privacy Policy is available on the Site and its terms are made a part of these Terms of Service by this reference. You understand that by using the Services you consent to the collection, use and disclosure of your Personal Information as set forth in our Privacy Policy, and to have your Personal Information collected, used, transferred to and processed in the United States.
7. Third Party Content and Services
The Site may contain links to third-party websites that are not owned or controlled by Semblance. We encourage you to be aware when you leave the Site and to read the terms and privacy policy of each other website that you visit. Upon leaving the Site, these Terms of Service shall no longer govern. Semblance has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites, including privacy and data gathering practices. In addition, Semblance will not and cannot censor or edit the content of any third-party site. By using the Site, you expressly relieve and release Semblance from any and all liability arising from your use of any third-party website.
8. Disclaimers and Limitations on Liability
YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS” AND "AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SEMBLANCE NOR ANY PERSON OR ENTITY ASSOCIATED WITH Semblance MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER SEMBLANCE NOR ANY PERSON OR ENTITY ASSOCIATED WITH Semblance REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
SEMBLANCE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT WILL SEMBLANCE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
IN NO EVENT WILL SEMBLANCE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED THE GREATER OF: (1) THE TOTAL FEES, IF ANY, YOU PAY TO SEMBLANCE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY; AND (2) USD$100.
The limitations and disclaimers in this section do not purport to limit liability or alter your rights beyond what is permitted by applicable law. Semblance's liability shall be limited to the extent permitted by law.
Semblance is based in the state of California in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
9. Indemnity
You agree to defend, indemnify and hold harmless Semblance, its officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Services, or your violation of these Terms of Service. This defense and indemnification obligation will survive these Terms of Service and your use of the Services.
10. Assignment
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Semblance without restriction.
11. Arbitration Agreement; Class Waiver; Jury Waiver
PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY BECAUSE IT REQUIRES YOU AND Semblance TO AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, UNLESS OTHERWISE NOTED.
11.1 Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement, including the Terms of Service, that cannot be resolved informally or in small claims court shall be resolved, to the extent permitted by applicable law, by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and Semblance, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms of Service.
11.2 Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute ("Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Semblance should be sent to: Semblance, 8629 Rugby Drive, West Hollywood, CA 90069, Attention: Legal. After the Notice is received, you and Semblance may attempt to resolve the claim or dispute informally. If you and Semblance do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
11.3 Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association ("AAA”), an established alternative dispute resolution provider ("ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with the Terms of Service. The AAA Consumer Arbitration Rules ("Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is ten thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in the city of Los Angeles, California, unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
11.4 Additional Rules for Non-Appearance Based Arbitration. If non-appearance arbitration is elected, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration.
11.5 Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Semblance, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms of Service. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Semblance.
11.6 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, excluding claims for injunctive or other equitable relief as set forth below. Arbitration procedures are typically more limited, more efficient, and less costly than court proceedings and are subject to very limited review by a court. If any litigation should arise between you and Semblance in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND SEMBLANCE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
11.7 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
11.8 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect.
11.9 Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
11.10 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Semblance.
11.11 Small Claims Court. Notwithstanding the foregoing, either you or Semblance may bring an individual action in small claims court.
11.12 Equitable Relief. Notwithstanding the foregoing, either party may seek equitable relief before a court of competent jurisdiction for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents or emergency equitable relief before a court of competent jurisdiction to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
12. Governing Law, Venue, and Jurisdiction
To the extent the parties are permitted under these Terms of Service to initiate litigation in court, both you and Semblance agree that all claims and disputes, including statutory claims and disputes, arising out of or relating to the Agreement, including the Terms of Service, shall be governed in all respects by the substantive law of the state of California, without regard to its conflict of law principles. You and Semblance hereby consent to submit to the jurisdiction of the federal and state courts sitting in the state of California for any actions, suits, or proceedings arising out of or relating to the Agreement, including the Terms of Service, that are not subject to the Arbitration Agreement.
YOU AND SEMBLANCE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED TO THE EXTENT PERMITTED BY LAW.
13. Entire Agreement
The Terms of Service, Privacy Policy, any other legal notices published by Semblance on the Site and/or in the packaging of any Semblance product shall constitute the entire agreement between you and Semblance concerning the Services. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Semblance's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
Contact information
We welcome your comments or questions about these Terms of Service. You may contact us at support@semblance.com.
