Terms of service

 

Spark Cosmetics’ Terms of Service Agreement

Thank you for visiting Spark Cosmetics. Sparkcosmetics.com and its associated services (collectively, the “Website”) are provided by Spark Cosmetics, a Texas company (“SC”). Throughout the Website, the terms “we”, “us” and “our” refer to SC. SC offers this website, including all information, tools, services, and products available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our Website, creating a User Account, and/or purchasing something from us, you engage in our “Services” and agree to be bound by the following terms and conditions (“Terms,” or “Agreement”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read this Agreement carefully before accessing or using our Website. By accessing or using any part of the site, you agree to be bound by this Agreement, and your use of our Website is expressly made conditional upon your acceptance of the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Website, purchase products from the Website, or use our Services.

Any new products, and any new web features or tools, which are added to the current Website will also be subject to the Terms in this Agreement. You can review the most current version of this Agreement at any time on this page. We reserve the right to update, change, or replace all or any part of the Terms of this Agreement by posting updates and/or changes to our Website. Upon any update or change to this Agreement, we will provide notice to you via email, if your email address is on file with us. If your email address is not on file with us, or if you have opted out of email communications from us, it is your responsibility to check this page periodically for changes. Your continued use of or access to the Website following the posting of any changes constitutes your manifestation of assent to and acceptance of those changes.

SC hereby incorporates its Privacy Notice as if fully restated herein. You must review SC’S Privacy Notice to understand what personal and personally identifiable information SC may collect from you when you use the Website, create a User Account, and/or purchase products from the Website, and how SC may use that personal or personally identifiable information. You should also review SC’S Do Not Sell notice to learn more about your personal data rights. 

NOTICE OF ARBITRATION. THIS TERMS OF SERVICE AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT APPLIES TO ALL CLAIMS EXCEPT FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR THOSE THAT CAN BE BROUGHT IN SMALL CLAIMS COURT. EXCEPT AS OTHERWISE STATED UNDER THE TERMS OF THIS AGREEMENT, AND IF YOU DO NOT OPT-OUT OF ARBITRATION AS SET FORTH BELOW, YOU AGREE THAT ANY AND ALL DISPUTES BETWEEN YOU AND SC WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS, OR PARTICIPATE IN, A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR ARBITRATION.

1. User Eligibility. The Website is open to use to those who are age eighteen (18) or above. By using the Website and otherwise engaging in our Services, you warrant that you are age eighteen (18) or above, are of sound mind, and have the capacity to agree to and uphold the terms and conditions contained within this Agreement. If you use the Website on behalf of a business entity or other third party, you warrant that you express actual authority to act as an agent of that business entity and third party and, as a component of that agency, have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity. You further warrant that you are not prohibited from entering into this Agreement by the terms of any preexisting agreement. You may create a User Account by registering your name, providing certain information about yourself, and creating a password. You agree that you will provide complete, current and accurate information about yourself as requested, and that you will keep that information up to date. You are responsible for safeguarding the confidentiality of your username and password that you use to access your member account on the Website. You agree not to disclose your username or password to any third party. YOU AGREE THAT YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ANY ACTIVITIES OR ACTIONS TAKEN UNDER YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH ACTIVITIES OR ACTIONS. You will immediately notify SC of any unauthorized use of your account on any of our Website.
2. Intellectual Property Rights. The Website and its associated trademarks and content are owned and used by SC. Any use of the Website, its associated trademarks, or its content without the prior written approval of SC is prohibited. The selection, arrangement, and layout of the Website is the sole and exclusive property of SC, and any unauthorized copying, public display, public performance, distribution, or derivation, whether in whole or in part, is expressly prohibited.
3. User Generated Content. SC may provide you with the ability to upload, contribute, or transmit user-generated content to or through the Website including, but not limited to, product reviews (“User Feedback”). You may also send certain specific submissions per our request (for example, contest entries or promotional submissions) or, if without a request, you may send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (“User Comments”) (User Feedback and User Comments are collectively “User-Generated Content”).  You warrant that your User-Generated Content will not (i) violate any law, statute, regulation, or ordinance, whether local, state, provincial, national, or international, (ii) violate any term or condition of this Agreement, or (iii) violate the rights of third parties, including intellectual property rights and any other personal or proprietary rights.  By submitting User-Generated Content to SC, you grant us a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User-Generated Content for the customary and intended purposes of the Services. By submitting User-Generated Content to SC, you waive all moral rights or rights of publicity or privacy with respect to the User-Generated Content submitted to SC. When posting User Feedback to the Website, you warrant that your User Generated Feedback will be accurate, truthful, non-deceptive, and complete. You agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any User Comments that you forward to us. We are and shall be under no obligation (1) to maintain any User Comments in confidence; (2) to pay compensation for any User Comments; or (3) to respond to any User Comments. SC assumes no responsibility, and cannot be held liable for, User-Generated Content or the conduct of any users that submits User-Generated Content to SC.
4. DMCA Compliance.  SC will take down works in response to Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a user’s access to the Website if the user is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please submit a written notice to our designated copyright agent at:

Spark Cosmetics

ATTN: DMCA Takedown Notice

4300 Alpha Road, Suite 230

Dallas, TX 75244

Or email our designated agent at info@sparkcosmetics.com with the subject line DMCA TAKEDOWN NOTICE.

For us to process your infringement claim regarding content on the Website, you must be the rightsholder or someone authorized to act on behalf of the rightsholder. Your takedown notices and/or other intellectual property infringement claims must be properly formatted and must include, without limitation, the following information: 

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 

(b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works);

(c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Website; 

(d) the name, address, telephone number and email address (if available) of the complaining party; 

(e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and 

(f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For more information about compliant DMCA notices and counter-notices, please visit http://www.copyright.gov/. 

Upon receipt of a valid notice, we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on the Website and can also contact you to resolve any dispute.

It is our policy to: (a) remove or disable access to material that we believe in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Website; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Website by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. SC will terminate the accounts of users that are determined by us, in our sole discretion, to be repeat infringers.

5. Acceptable Use Policy. When you use the Website, you agree to use it only for its customary and intended purposes and as permitted by the terms of this Agreement and any applicable law, regulation, statute, or ordinance. Additionally, you agree that you are responsible for any breach of your obligations under the terms of this Agreement and for any losses suffered by SC for such a breach, including, but not limited to, monetary damages, costs, and attorneys’ fees. You are expressly prohibited from using the Website to violate any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international, or to violate the rights of a third party, including, but not limited to, intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights. Additionally, you are expressly prohibited from:

1. Attempting to access the Website other than through a standard web browser unless you have been permitted to do so by SC through a separate, written agreement (this restriction does not apply to search engines that comply with SC’S robots.txt file);

2. Accessing or attempting to access the Website through automated means (this restriction does not apply to search engines that comply with SC’S robots.txt file);

3. Circumventing the technological protection measures of the Website;

4. Posting or transmitting content intended to collect personal or personally identifiable information from users of the Website or third parties;

5. Disrupting or otherwise interfering with the Website or its associated servers or networks;

6. Scraping, reproducing, republishing, selling, reselling, duplicating, or trading the Website or its content;

7. Diverting or attempting to divert customers of the Website to another website or service;

8. Sending unsolicited or unauthorized communications to users of the Website or third parties;

9. Transmitting content to the Website that is false, inaccurate, misleading, tortious, defamatory, vulgar, obscene, libelous, invasive, hateful, or otherwise objectionable;

10. Reverse engineering, decompiling, translating, or disassembling the Website or its content; and

11. Encouraging or assisting any other party to do anything in violation of the terms of this Agreement.

SC reserves the right to modify, amend, or terminate the Website or its associated content at any time and without prior notice. SC also reserves the right to refuse service or access to the Website to any person or business entity at any time and without notice.

6. Pricing and Product Availability. Certain products or services may be available exclusively online through the Website. These products or services may have limited quantities and may not be able from time to time. Most products displayed on this Website can be ordered and delivered within the U.S. as well as overseas. In the event that you place an order that cannot be delivered overseas in whole or part, you will be notified via email. 

We have made every effort to display as accurately as possible the colors and images of our products that appear on our Website. We cannot guarantee that your computer monitor's display of any color will be accurate.

All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of SC. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this Website is void where prohibited.

All prices quoted on this Site are in U.S. Dollars. Company has no control over and makes no guarantees with regard to exchange rates and fees that may be used by financial institutions outside the continental U.S. for orders placed through them.

7. Product Use. All of the products purchased from us should be used in accordance with the manufacturer’s instructions, precautions, and guidelines. Parents or legal guardians of all minors should consult the minor’s physician prior to allowing their minor child to use products or services from SC. Reference to or presentation or sale of any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by SC.

We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors. When purchasing products from our Website you agree that it is for personal use or professional makeup application only. If we suspect that you are reselling products purchased from us directly, your order will be canceled, and your account will be permanently suspended. If you are purchasing for a school, workshop, theater, or film, please contact us for special orders inquiries.

8. Ordering and Payment. Payment for all orders placed through the Website must be made at the time of ordering. You understand and agree that the prices quoted on the Website are an invitation to deal and that no contract will be formed between you and SC until SC accepts your invitation to deal by performance, specifically, by shipping the ordered goods. Pricing errors will not constitute a contract between you and SC, and SC strives to quickly correct any pricing errors on the Website when discovered. All costs and fees are quoted and payable in United States Dollars and you acknowledge and agree that SC is not responsible for any foreign transaction fees or other fees charged to you by your financial institution or by SC payment processor. You agree that you will not initiate any chargebacks to SC unless otherwise authorized by SC in writing. You understand and agree that you will be responsible and required to pay for any costs associated with any chargebacks that you have initiated against SC.

It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to any item purchased through our Website. By placing an order, you represent that the products ordered will be used only in a lawful manner. 

9. Taxes. You agree that You will pay all taxes assessed by governmental bodies, whether local, state, provincial, national, or international, associated with your use of and/or purchase of goods through the Website. SC will report as income all payments received from you to SC to all proper taxing authorities.

10. Shipping. SC ships across the United States and to select locations internationally. Shipping rates will be calculated at checkout. Customs & duty fees are not included at the time of checkout. For more details regarding SC’S shipping practices and current rates, please visit our Shipping Policies webpage, which is incorporated into this Agreement in full. 

Title and risk of loss for any purchases pass to you upon our delivery to our carrier.

11. Refunds and Exchanges. For more details regarding our return and exchange policies, please see our Return Policy webpage, which is incorporated into this Agreement in full. Please note that all samples, makeup lights, makeup cases, makeup chairs, and sales merchandise are final sale and not eligible for return or exchange. Shipping on your original order is non-refundable.

12. Accuracy of Billing and Account Information. SC reserves the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. 

You agree to provide current, complete, and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

13. Third-Party Websites. You acknowledge and agree that the Website may contain links to third-party websites or content that SC does not own or control. You are advised to review the terms and conditions of any third-party websites or content linked to through the Website, and you agree that SC will not be responsible for websites not under the ownership or control of SC.

14. Errors and Omissions. Occasionally there may be information on our Website or our packaging that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability. SC reserves the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders if any information in the Services or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

15. Term and Termination. The term of this Agreement will begin upon your first accessing of the Website and will continue until the earlier of the following: (i) SC terminates your access to the Website; or (ii) you cease using the Website. SC reserves the right to terminate the Website or your access to the Website in its sole and absolute discretion and without prior notice.

16. Disclaimer of Warranties and Limitation of Liability. 

1. YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE IS PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT SC WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE WEBSITE OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH SERVICES IS TO STOP USING THE SERVICES, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH PRODUCTS IS TO OBTAIN A REFUND IN ACCORDANCE WITH THESE TERMS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF SC ARISING OUT OR IN CONNECTION WITH THE PROVISION OF OR FAILURE TO PROVIDE ANY PRODUCTS OR SERVICES SHALL BE THE ACTUAL PRICE PAID BY YOU FOR SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO SEEK LEGAL ADVICE TO DETERMINE IF THIS EXCLUSION APPLIES TO YOU.

1. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THESE TERMS, THE PRODUCTS AND SERVICES, INCLUDING ALL MATERIALS INCORPORATED THEREIN, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SC, AND THEIR AFFILIATES, DISTRIBUTORS, PARTNERS, LICENSORS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. APPLICABLE LAW MAY NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. NO STATEMENT OF SC OR ANY OF ITS EMPLOYEES, AGENTS, REPRESENTATIVES, DISTRIBUTORS OR OTHER THIRD PARTIES, SHALL CREATE ANY WARRANTY OTHER THAN THOSE EXPRESSLY CONTAINED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO SEEK LEGAL ADVICE TO DETERMINE IF THIS EXCLUSION APPLIES TO YOU.

1. SC WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY, WHETHER IN WARRANTY, CONTRACT, STRICT LIABILITY, TORT, OR NEGLIGENCE, FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES OF ANY KIND ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF PRODUCTS PURCHASED THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DAMAGE TO PROPERTY, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE.

17. Indemnification. You agree to indemnify, defend, and hold harmless SC, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives from any and all losses, including, but not limited to, costs and attorneys’ fees, arising out of or related to (i) your use of the Website, (ii) your purchase of products through the Website; (iii) your use or misuse of products obtained through the Website; (iv) your violation of any term or condition of this Agreement; (v) your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; and (vi) your violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend SC will not provide you with the ability to control SC’S defense, and SC reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.

18. Choice of Law and Stipulation to Jurisdiction. 

1. You and SC agree that any dispute arising out of or related to this Agreement or your use of the Website, including, but not limited to, your purchase of goods through the Website, will be governed by the laws of the State of Texas, without regard to its conflict of laws rules. Specifically, the validity, interpretation, and performance of this Agreement will not be governed by the United Nations Convention on the International Sale of Goods. Except for claims that may be brought in small claims court, claims of intellectual property infringement, or claims for injunctive relief by either party, you and SC agree that any dispute or controversy arising out of, in relation to, or in connection with this Agreement, your use of any products purchased through the Website, or your use of the Website including, without limitation, any and all disputes, claims (whether in tort, contract, statutory, or otherwise), or disagreements concerning the existence, breach, interpretation, application, or termination of this Agreement, will be resolved by final and binding arbitration pursuant to the Federal Arbitration Act in Dallas County, Texas or, at the option of the party seeking relief, by telephone, online, or via written submissions alone, and be administered by the American Arbitration Association (“AAA”) under the then in force Commercial Arbitration Rules by one arbitrator appointed in accordance with such rules. Such arbitration will be independent and impartial. If the parties fail to agree on the arbitrator within twenty (20) calendar days after the initiation of the arbitration hereunder, AAA will appoint the arbitrator.

1. This arbitration will be conducted in the English language. The decision of the arbitrator will be final and binding on the parties and judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section will prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The arbitrator shall award all fees and expenses, including reasonable attorney’s fees, to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court of competent jurisdiction.

1. ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE USE OF THE WEBSITE, OR THE PURCHASE OR USE OF PRODUCTS FROM OR THROUGH THE WEBSITE, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU AND SC EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS.

1. Any claims must be brought within one year of each applicable purchase or will otherwise be barred.

19. Force Majeure. SC will not be responsible for any delay or failure in performance of the Website or its associated products arising out of any cause beyond SC’S control, such as acts of God, war, riots, fire, terrorist attacks, pandemics, power outages, severe weather, or other accidents.

20. Survivability. The representations, warranties, duties, and covenants made by you under this Agreement will survive the termination of this Agreement or the Website, including, but not limited to, your duty to indemnify and defend SC.

21. Interpretation. This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.

22. Assignment. You are expressly prohibited from assigning your rights and duties under this Agreement. SC reserves the right to assign its rights and duties under this Agreement, including in a sale of SC or its Website. 

23. Waiver and Integration. No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.