Terms Of Use

Effective on September 18, 2023

These Terms of Use (“Terms”) apply to the website located at vesperblue.com and any other websites or applications associated with Vesper Blue brand or products that direct the viewer or user to these Terms (collectively, the “Site”). In these Terms, the terms “Vesper Blue,” “we,” and “us” refers to the Vesper Blue Company.

Your access to and use of the Sites is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Site (collectively, “Users”). By accessing or using the Site you agree to be bound by these Terms. If you disagree with any part of the Terms, then you should discontinue access or use of the Site.

ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND VESPER BLUE COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. **Eligibility**

This agreement establishes the terms and conditions governing your interaction with Vesper Blue Company. Prior to utilizing our website, it is imperative that you thoroughly review and accept these terms. Should you disagree with these terms, your access to our website will be restricted. You are only permitted to access our website if you are legally capable of entering into a binding agreement with us, and such access must be in full compliance with both these terms and all pertinent local, state, national, and international laws, regulations, and rules. Access to or use of the website by individuals below the age of thirteen (13) is strictly prohibited and constitutes a breach of these terms. If you are a parent or legal guardian of a user under the age of 18, permitting your child to use the website binds you to these terms and holds you responsible for your child’s actions on the site.

2. **Access to Use**

Provided you adhere to the stipulations outlined in these Terms, you are granted permission to access and utilize our Site exclusively for your personal, non-commercial purposes. Any rights not explicitly conferred by these Terms pertaining to our Site and our Intellectual Property (as defined below) remain reserved by us.

3. **Restrictions**

• You shall not, and you shall not aid, allow, or empower others to undertake any of the following actions:
• 3.1. Utilize our Site for any purpose other than what is explicitly stated in the “Access and Use” section above.
• 3.2. Disassemble, reverse engineer, decode, or decompile any part of our Site.
• 3.3. Employ any robot, spider, scraper, data mining tool, data collection or extraction tool, or any other automated method to access, gather, copy, or record content from the Site.
• 3.4. Replicate, rent, lease, sell, transfer, assign, sublicense, modify, alter, or create derivative works of any portion of our Site or any of our Intellectual Property.
• 3.5. Remove any copyright notices or proprietary labels from our Site.
• 3.6. Employ our Site in a manner that adversely affects: (i) the stability of our servers; (ii) the operation or performance of our Site or any other user’s use of our Site; or (iii) the behavior of other applications using our Site.
• 3.7. Use our Site in any way that violates applicable laws, regulations, legal obligations, contractual commitments, or the rights of any individual, including, but not limited to, intellectual property rights, privacy rights, and rights of personality, or which may otherwise be detrimental (at our sole discretion) to us, our providers, our suppliers, or users.
• 3.8. Use our Site in competition with us, to develop competing products or services, or in any way that harms us commercially.
• 3.9. Use our Site for benchmarking or competitive analysis of our Site.
• 3.10. Attempt to disrupt, compromise the security or integrity of the system, or decrypt any transmissions to or from the servers running our Site.
• 3.11. Transmit viruses, worms, or other malicious software agents through our Site.
• 3.12. Impersonate another person, misrepresent your affiliation with any person or entity, conceal your identity, or employ our Site for any invasive or fraudulent purpose.
• 3.13. Share passwords or authentication credentials for our Site.
• 3.14. Circumvent the measures we may employ to prevent or restrict access to our Site, enforce limitations on the use of our Site or its content, including features that prevent or restrict content usage or copying.
• 3.15. Identify us or display any part of our Site on any site or service that disparages us, our products, or services, or infringes upon our intellectual property or other rights.
• 3.16. Identify or reference us or our Site in a manner that could reasonably suggest an endorsement, relationship, affiliation, or sponsorship between you or a third party and us, beyond your permitted use of our Site under these Terms, without our explicit written consent.

4. **User Accounts**

Your User Account on our Site provides you access to the services and features that we may establish and manage at our sole discretion from time to time. We may create different types of User Accounts for various types of Users.

You are strictly prohibited from using another User’s User Account without obtaining proper permission. When setting up your User Account, it is imperative that you provide accurate and complete profile information, and you must ensure that this information remains current. You bear sole responsibility for any activity conducted under your User Account, and you must safeguard the confidentiality of your User Account password. We encourage you to use “strong” passwords, which encompass a combination of upper and lower-case letters, numbers, and symbols, for your User Account. In the event of any security breach or unauthorized use of your User Account, it is your responsibility to promptly notify us. We will not assume liability for any losses incurred due to unauthorized use of your User Account.

Certain aspects of your User profile and your interactions with our Site can be managed through the settings available on your settings page. By providing us with your email address, you grant us permission to use it for sending you service-related notifications, including those mandated by law, in place of postal mail communication. Additionally, we may use your email address to send you promotional messages, such as updates to our Site features and special offers. If you prefer not to receive such email messages, you have the option to opt out or modify your preferences by contacting Vesper Blue support [insert contact link] or by utilizing the unsubscribe link within each promotional message. Opting out may result in you not receiving email messages regarding updates, enhancements, or offers, although it will not prevent you from receiving service-related notifications.

It’s important to acknowledge that you do not have ownership rights over the User Account you use to access our Site. Regardless of any provisions to the contrary in these Terms, you consent to our absolute authority to manage, regulate, control, modify, and potentially delete any data stored by us or on our behalf on our servers (including those operated by our third-party hosting providers) at our sole discretion, in specific or general instances, without incurring any liability towards you. All data residing on our servers may be subject to deletion, modification, movement, or transfer at any time, for any reason, as we see fit, with or without prior notice, and with no liability of any kind. We do not assert or guarantee, and explicitly disclaim, any value, monetary or otherwise, attributed to any data hosted on our servers.

By connecting to our Sites through a third-party service, you grant us permission to access and utilize your information from that service within the bounds permitted by that service. Furthermore, you authorize us to store your login credentials for that third-party service.

5. **User Data**

In the course of your utilization and engagement with the Site, we will gather data, metadata, and information, including personal details, either provided by you or collected by us or through the Site. This information, encompassing the scope outlined in our Privacy Policy (“User Data”), is subject to collection. It’s important to clarify that User Data excludes your User Content, as described below.

By using the Site, you hereby grant us a perpetual, irrevocable, non-exclusive, sublicensable, transferable, and royalty-free right and license to collect, use, reproduce, electronically distribute, transmit, perform, display, store, archive, modify, and create derivative works from any and all User Data. This grant is made in order to enable us to provide and maintain our Site and to fulfill the purposes outlined in our Privacy Policy. Additionally, User Data, when used in an anonymous or aggregate form, may be employed to enhance our products and Sites and serve our other business objectives. Please note that any data derived from this process is considered part of our Intellectual Property.

It is crucial to understand that we assume no responsibility and bear no liability for your User Data. You are solely responsible for your User Data and agree to indemnify us in connection with it.

For the purposes of these Terms, “Intellectual Property” encompasses all rights, including but not limited to patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark rights, trade dress rights, service mark rights, goodwill, trade secret rights, and any other intellectual property rights that may exist now or in the future. This definition further includes applications for such rights, registrations, renewals, extensions, and any associated rights under the laws of any state, location, territory, or jurisdiction.

6. **Proprietary Rights**

With the exception of your User Content, it’s important for you to acknowledge and agree that our Site, along with all materials contained therein or transmitted through it, including but not limited to information, data, text, software, music, sound, photographs, graphics, logos, patents, trademarks, service marks, copyrights, audio, video, messages, or any other content present on this Site, including User Content belonging to other Users (collectively referred to as “Vesper Blue Content”), as well as all Intellectual Property rights associated with it, are the exclusive property of Vesper Blue and its licensors. This includes other Users who post User Content on our Site.

You are explicitly prohibited from using any Vesper Blue Content without obtaining the express written consent of Vesper Blue or its licensors. Unless stated otherwise in these Terms, none of the material may be reproduced, distributed, republished, downloaded, displayed, posted, transmitted, or copied in any form or by any means without prior written permission from Vesper Blue and/or the appropriate licensor. You are granted permission to display, copy, distribute, and download materials from this Site solely for personal, non-commercial use, provided that you make no modifications to the materials and that you retain all copyright and other proprietary notices present in the materials. Without Vesper Blue’s express written permission, you may not ‘mirror’ any material from this Site or any other server. Any permissions granted under these Terms automatically terminate without further notice if you violate any of the aforementioned terms. Upon such termination, you agree to promptly delete any downloaded and/or printed materials. Unauthorized use of any material on this Site may result in violations of domestic and/or international copyright laws, privacy and publicity laws, as well as communications regulations and statutes.

It is important to note that any use of the services not explicitly permitted under these Terms is strictly prohibited.

7. **Interactions**

Your interactions with other Users are entirely your responsibility. While we retain the right to monitor these interactions, we are not obligated to do so. We want to make it clear that we assume no liability for, and explicitly disclaim any liability arising from, your interactions with other Users, or for any actions or inactions of any User.

8. **Service Location: Restrictions**

Our Site is both controlled and operated within the United States. We do not assert that our Site is accessible or intended for use in other geographical locations. Individuals who choose to access or use our Site from jurisdictions outside the United States do so voluntarily and bear full responsibility for complying with all relevant United States and local laws and regulations.

9. **Privacy**

At Vesper Blue, the privacy of our Users is of paramount importance to us. By utilizing our Service, you acknowledge and agree to the collection, utilization, and disclosure of your personal information, as well as aggregate and/or anonymized data, as detailed in our Privacy Policy. You also consent to the collection, usage, transfer, and processing of your personal information in the United States. Your trust in our commitment to privacy is highly valued, and we are dedicated to safeguarding your data.

10. **Security**

Ensuring the integrity and security of your personal information is a top priority for us. While we employ commercially reasonable security measures to safeguard your data, we cannot provide an absolute guarantee that unauthorized third parties will never find ways to circumvent these measures or misuse your personal information. It is important for you to acknowledge that you share your personal information at your own discretion and assume the associated risks. Your trust in our commitment to security is valued, and we continuously strive to enhance our protective measures.

11. **Product Information**

The majority of Vesper Blue products showcased on the Site are offered in specific Vesper Blue stores while supplies last. In certain instances, items displayed for sale on the Site may not be accessible in Vesper Blue stores. The prices presented on the Site are denominated in U.S. Dollars and are applicable solely within the United States.

12. **Links to Other Websites and/or Services**

Our Service may contain links or references to external websites and/or services that are not owned or controlled by Vesper Blue. Please be aware that we do not have control over the content, policies, or practices of these third-party websites or services.

We encourage you to be cautious when you leave our Service and to read the terms of use and privacy policies of any third-party website or service that you visit. These links are provided for your convenience and do not signify our endorsement of the content, products, services, or practices of such third parties.

Vesper Blue assumes no responsibility for the content, accuracy, or functionality of these external websites or services, and we shall not be liable for any damages or losses arising from your use of or reliance on them. Your interactions with these third-party websites and services are solely between you and the respective third parties, and any terms, conditions, warranties, or representations associated with such interactions are governed by the policies of those third parties.

Please exercise discretion and take appropriate precautions when accessing external websites or using third-party services linked from our Service.

13. **Disclaimer and Limitation of Warranties**

Federal law, as well as some states, provinces, and other jurisdictions, may not permit the exclusion and limitations of certain implied warranties. Consequently, the following exclusions may not apply to you. These Terms afford you specific legal rights, and you may also have additional rights that vary from state to state. The disclaimers and exclusions detailed in this Agreement will not be applicable to the extent prohibited by applicable law.

This Site and all of its contents are provided on an ‘as is’ basis, without any warranties of any kind, whether express or implied. These include, without limitation, warranties of title, non-infringement, implied warranties of merchantability, or fitness for a particular purpose. No advice or information, whether oral or written, obtained from Vesper Blue or through our Service, will create any warranty not expressly declared herein.

Without limiting the foregoing, Vesper Blue, its subsidiaries, affiliates, and licensors do not warrant that the content is accurate, reliable, or correct; that our Service will meet your requirements; that our Service will be available at any specific time or location, uninterrupted or secure; that any defects or errors will be rectified; or that our Service is free from viruses or other harmful components. Any content downloaded or obtained through the use of our Service is done at your own risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data resulting from such download or use of our Service.

We strive to ensure that the information provided on or in connection with the Service is complete, accurate, and current. However, despite our efforts, this information may occasionally be inaccurate, incomplete, or outdated. Therefore, we make no representations regarding the completeness, accuracy, or currentness of such information, including all descriptions, images, references, features, content, specifications, and services described or depicted on the Service. This information is also subject to change at any time without prior notice.

Additionally, Vesper Blue does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through our Service or any hyperlinked website or service. Vesper Blue will not be involved in or monitor any transaction between you and third-party providers of products or services.

**Please note that this disclaimer and limitation of warranties are subject to applicable law, and certain rights and protections may apply to you depending on your jurisdiction.**

14. **Inaccuracy Disclaimer**

While we strive for accuracy and reliability in the information provided through our Service, we acknowledge that there may be occasional inaccuracies, omissions, or errors in the content presented. Despite our efforts, information on the Service, including but not limited to descriptions, images, references, features, content, specifications, and services, may not always be complete, up-to-date, or error-free.

Vesper Blue makes no representations or warranties regarding the completeness, accuracy, or currentness of the information on our Service. We reserve the right to modify, update, or alter the content at any time without prior notice.

Users are encouraged to exercise their own judgment and verify any critical information before making decisions or taking actions based on the content found on our Service. Vesper Blue shall not be held liable for any consequences or damages resulting from reliance on inaccurate or incomplete information provided through the Service.

15. **Limitation of Liability**

Vesper Blue takes measures to provide a high-quality service, but it is important to recognize that, to the extent permitted by applicable law:

– **In no event shall Vesper Blue, its subsidiaries, affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:**

   – Your use or inability to use the Service.

  – Any unauthorized access to or use of our secure servers and/or any personal information stored therein.

  – Any unauthorized access to or use of our servers and/or any personal information stored therein.

  – Any interruptions or cessation of transmission to or from our Service.

  – Any errors, inaccuracies, omissions, or misrepresentations in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Service, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not Vesper Blue has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose.

 – **Vesper Blue shall not be liable for any damages, liability, or losses arising out of:**

  – Your use of or reliance on the Service or your inability to access or use the Service.

  – Any unauthorized access to or use of our secure servers and/or any personal information stored therein.

  – Any interruption or cessation of transmission to or from the Service.

  – Any bugs, viruses, Trojan horses, or the like that may be transmitted to or through our Service by any third party.

  – Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the Service, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not Vesper Blue has been advised of the possibility of such damages.

– **In no event shall Vesper Blue’s total liability to you for all damages, losses, and causes of action, whether in warranty, contract, tort (including negligence), or otherwise, exceed the amount paid by you, if any, for accessing or using the Service during the twelve (12) months preceding the date of the claim or one hundred U.S. dollars ($100.00), whichever is greater.**

– **These limitations of liability are part of the basis of the bargain between you and Vesper Blue and shall apply to the fullest extent permitted by applicable law.**

Please note that these limitations of liability are subject to applicable law, and you may have additional rights and protections under the laws of your jurisdiction.

16. **Indemnification**

You agree to indemnify, defend, and hold harmless Vesper Blue, its subsidiaries, affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, expenses, damages, and losses, including but not limited to reasonable attorneys’ fees and costs, arising out of or in any way connected with:

1. Your access to or use of the Service.
2. Your violation of these Terms.
3. Your violation of any third-party rights, including but not limited to intellectual property rights, privacy rights, or contractual rights.
4. Your interaction with other Users or third parties, including any disputes or claims arising from such interactions.
5. Your User Content or any other content you submit, post, or transmit through the Service.
6. Any negligent or willful misconduct by you.

Vesper Blue reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with Vesper Blue in asserting any available defenses. This indemnification provision shall survive the termination of these Terms and your use of the Service.

17. **Arbitration And Class Action/Jury Trial Waiver:**

By using the Service, you agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Service will be resolved through binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.

1. **Arbitration:** Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. You understand and agree that by entering into these Terms, you and Vesper Blue are each waiving the right to a trial by jury or to participate in a class action.

2. **Governing Law:** The Federal Arbitration Act and federal arbitration law apply to this agreement. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules.

3. **Opt-Out:** You have the right to opt-out and not be bound by this arbitration provision by sending written notice to Vesper Blue within thirty (30) days of your acceptance of these Terms. If you do not opt-out, you agree to arbitrate disputes and claims as described in this section.

4. **Exceptions:** Notwithstanding the foregoing, Vesper Blue reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Please carefully review this arbitration provision, as it affects your legal rights. You understand that you are giving up substantial rights by agreeing to these Terms, including your right to bring a lawsuit in court.

If you have any questions about this arbitration provision or would like to opt-out, you may contact Vesper Blue at cs@vesperblue.com.

18. **Governing Law and Venue**

These Terms and your use of the Service shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law principles.

Any action or proceeding arising out of or related to these Terms or your use of the Service shall be venued in the state or federal courts located within the State of Texas, and you hereby consent to the personal jurisdiction of such courts for such purposes.

You also agree that any dispute, claim, or cause of action arising out of or related to these Terms or your use of the Service must be filed within one (1) year after such dispute, claim, or cause of action arose or be forever barred.

19. **Change in Terms:**

Vesper Blue reserves the right to modify, amend, or update these Terms at its sole discretion, with or without prior notice. Any changes to these Terms will be effective immediately upon posting on the Service. Your continued use of the Service after such changes will constitute your acceptance of the revised Terms.

We encourage you to review these Terms periodically to stay informed about any updates. If you do not agree to any changes to these Terms, you should discontinue your use of the Service.

Please note that some jurisdictions may require specific notice or obtain your consent to certain changes to these Terms. If such requirements apply to you, Vesper Blue will comply with those legal obligations.

20. **Entire Agreement/Severability:**

These Terms constitute the entire agreement between you and Vesper Blue with respect to your use of the Service and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Service.

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

Any failure by Vesper Blue to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. These Terms do not confer any third-party beneficiary rights.

21. **No Waiver**

It’s important to note that the absence of a waiver for any term in these Terms shall not be interpreted as a waiver of that term or any other term. Vesper Blue’s decision to not enforce a particular right or provision under these Terms does not imply a waiver of that right or provision.

22. **Trademarks**

“Dress. Amaze. Repeat” is a registered trademark, service mark, and/or trade name owned by Vesper Blue Company. Any other trademarks, service marks, and trade names found on the Site belong to their respective owners. Vesper Blue explicitly states that it does not assert any proprietary interest in trademarks, service marks, or trade names other than its own. You may not use these marks without obtaining prior written authorization from Vesper Blue Company, except when necessary to accurately identify Vesper Blue’s products or services.

23. **CALIFORNIA RESIDENTS**

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

24. **CONTACT US**

To contact our customer service team, please visit vesperblue.com/contact-us