TERMS OF SERVICE

Last updated March 5, 2024

Welcome to the Skims website, official-skims.com (the “Site”), and the Skims mobile application (the “App,” and together with the Site, the “Platform”). The Platform is operated by Skims Body, Inc. (the “Company,” “we,” “us,” “our”). Each person who accesses and/or uses the Platform (each a “User,” “you,” or “your”) should please read these Terms of Service (“Terms of Service”) carefully before using the Platform. By accessing or using the Platform, you signify that you have read, understand and agree to be bound by these Terms of Service, regardless of whether you are a registered user of the Site or the App. If you do not agree to these Terms of Service, please do not use the Site or the App.

TO THE EXTENT PERMITTED BY LAW, BY USING THE SERVICE, YOU ARE AGREEING TO ARBITRATE DISPUTES AGAINST US IN YOUR INDIVIDUAL CAPACITY, AND YOU ARE WAIVING YOUR RIGHT TO ACT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.PLEASE READ THE DISPUTE RESOLUTION SECTION 15 BELOW FOR ADDITIONAL INFORMATION.

These Terms of Service are effective as of the date posted above and we will not be bound by any additional or different terms or other documents that are inconsistent with these Terms of Service. We may modify or update these Terms of Service at any time by posting the amended terms on the Platform and such terms shall be effective for all uses of the Platform and Services (as defined below) immediately once they are posted. Your continued access to and/or use of the Platform or the Services provided through the Platform following the posting of any additional or different terms in the Terms of Service constitutes your acceptance of those additional or different terms. Company, in its sole discretion, may also add, delete or change some or all of the features of the Platform or Company's Services at any time, without notice.

Skims Body, Inc. is not affiliated with SKIMMIES® brand or Jockey International Inc.

1. DESCRIPTION OF THE SERVICES

Subject to the terms and conditions specified herein, Company offers Users information regarding our products and allows Users to purchase such products through the Platform. The Platform also allows Users to establish an account, post reviews (or other user generated content), sign up for product waitlists and/or our newsletter, participate in a contest or promotion, submit feedback or user comments, complete optional surveys, contact customer service or otherwise interact with the Company (the “Services”). Certain of our Services require Users to provide personal information, as detailed in our Privacy Policy.

2. PERSONAL INFORMATION AND USER ACCOUNTS

Your use of the Services may require you to provide certain personal information, such as contact and payment information (collectively, “Customer Data”).Your submission of personal information to us is governed by our Privacy Policy, which is hereby incorporated by reference into these Terms of Service.By using the Platform and the Services, you also agree to our Privacy Policy.

By providing Customer Data, including as part of the account creation process, you agree: (i) to these Terms of Service and our Privacy Policy; (ii) to provide true, accurate, current and complete Customer Data; (iii) to maintain and promptly update the Customer Data to keep it true, accurate, current and complete; (iv) for security reasons, to maintain the confidentiality of Customer Data; (v) to ensure that you properly exit from your account at the end of each session and to immediately notify Company of any unauthorized use of your account or any other breach of security; and (vi) to take full responsibility for all activities that occur under any customer account you create or that is otherwise created for your use.

Company is not responsible for any loss or damage arising from your failure to comply with the foregoing requirements. If you provide any information that is untrue, inaccurate, not current or incomplete, or to which you do not have rights, or if Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

3. ELIGIBILITY

The Platform is intended solely for Users who can form legally binding contracts under applicable law and are of legal age of majority in their place of residence, and any registration by, use of or access to the Platform by anyone who does not meet these criteria is unauthorized, unlicensed and in violation of these Terms of Service. By using the Services or the Platform, you represent and warrant that you can form a legally binding contract under applicable law and are of legal age of majority where you reside, and that you agree to abide by all of the terms and conditions of these Terms of Service.

4. PROPRIETARY RIGHTS

As between you and us, we own, solely and exclusively, all rights, title and interest in and to the Site, the Service, all the content (including, but not limited to, all text, audio, photographs, images, illustrations, renderings, drawings, reports, papers, research, other services, graphics, charts, logos, widgets, gadgets, applets, other distributable applications, other visuals, video and copy), software, code, data, information and other materials thereon (collectively, the “Site Content”), the look and feel, design and organization of the Platform and the Services, and the compilation of the Site Content, including but not limited to any copyrights, trademark rights, patent rights and other intellectual property and proprietary rights therein. Your use of the Platform and the Services does not grant to you ownership or title of, in or to any Site Content or any other part of the Platform or Services.

The trademarks displayed on the Platform are the trademarks, logos, service marks, and/or trade dress of Company or other third parties, and may not be used without the prior express written permission of the applicable owner.Nothing contained on the Platform or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo, service mark or trade name displayed thereon without the prior written permission of the rights holder. The use of third-party trademarks, logos, service marks or trade names on the Platform or the Services does not, in itself, constitute an endorsement of any third party or its products or services, or such third party’s endorsement of Company or its products.

Except as specifically provided herein, none of the Site Content may be used, copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, without prior written permission from us in each instance. Subject to the terms and conditions set forth in these Terms of Service, we grant you a non-exclusive, non-transferable, limited license to access, view, use and display the Platform, Services and Site Content on your computer or other Internet-enabled device, and to electronically copy and print portions of the Platform for the sole purpose of placing an order with us or using the Platform as a shopping resource.The Platform, Services and Site Content are for your personal and non-commercial use only (except with respect to wholesale accounts). Any other use the Platform, Services or Site Content - including reproduction for purposes other than those permitted above, modification, distribution, republishing, transmission, display, performance, or any use of data mining, robots, or similar data gathering and extraction tools - is strictly prohibited without the prior written permission of Company in each instance.

5. PRODUCT INFORMATION AND RETURNS

Products available through the Platform are subject to our Return Policy. Our Return Policy does not otherwise affect the legal right of withdrawal or cancellation available under certain circumstances to customers located in the European Union and the United Kingdom.Specifically, customers located in the European Union and the United Kingdom have the right to withdraw from, or cancel, their purchase within fourteen (14) days without providing us a reason.This withdrawal/ cancellation period expires after fourteen (14) days from the day on which the customer acquires, or a third-party (other than the designated carrier) acquires, physical possession of the goods ordered (or, in the event of multiple shipments of goods from the same order, the last goods of such order).If you are a customer located in the European Union or the United Kingdom and you would like to exercise your right to withdraw from, or cancel, your purchase, please send us an email at info@official-skims.com before the expiration of the deadline.

We reserve the right to refuse service to anyone or discontinue any product for any reason at any time. We reserve the right, but are not obligated, to (i) limit the sales of products or availability of the Service to any person, geographic region or jurisdiction; (ii) limit the quantities of products available for purchase per order; (iii) discontinue any product at any time; and (iv) refuse or cancel any order for any reason. We further reserve the right to: (a) limit or prohibit orders that, in our sole discretion, appear to be placed by dealers, resellers or distributors; and (b) 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. We may exercise these rights on a case-by-case basis. In the event that we refuse or cancel an order, we will attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.

While we try to maintain the accuracy of the Platform, we are not responsible if Content on the Platform is not accurate, complete or current. However, items may occasionally be mispriced, described inaccurately or unavailable (for example, due to delays with respect to updating the Service or our advertising on other websites). Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. We cannot guarantee that your computer monitor's display of any color will be accurate. The particular technical specifications and settings of your computer and its display could affect the accuracy of its display of the colors of products offered on the Service.

FOR THESE REASONS AND OTHERS, WE DO NOT GUARANTEE THE ACCURACY, RELIABILITY, CURRENCY OR COMPLETENESS OF THE INFORMATION ON THE PLATFORM, INCLUDING PRICES, PRODUCT IMAGES, DESCRIPTIONS, SPECIFICATIONS, AND INDICATIONS OF AVAILABILITY.WE RESERVE THE RIGHT TO CHANGE OR UPDATE INFORMATION, INCLUDING PRODUCT DESCRIPTIONS AND PRODUCT PRICING, AND TO CORRECT ERRORS, INACCURACIES OR OMISSIONS AT ANY TIME, WITHOUT PRIOR NOTICE, INCLUDING AFTER YOU HAVE SUBMITTED AN ORDER.

Notwithstanding the foregoing, we undertake no obligation to update, amend or clarify information on the Platform, including, without limitation, pricing information, except as required by law. No specified update to the Platform should be taken to indicate that all of the information on the Platform has been modified or updated.

6. CONTENT SUBMITTED BY USERS

By providing information through the Platform, including any product reviews, photographs, videos, comments or other submissions (each a “Submission”), you certify that: (i) your Submission consists of original material to which you have all rights; (ii) your Submission does not violate the rights of any third party, including, without limitation, copyright, trademark, patent, trade secret, privacy or any rights giving rise to claims for idea misappropriation or violation of the right of publicity; (iii) your Submission does not contain any material that is abusive, vulgar, threatening, harassing, libelous, defamatory, obscene or that is known to be false; and (iv) your Submission does not include any private or personally identifiable information about any third party.

By providing your Submission, you grant the Company a non-exclusive, perpetual, irrevocable, transferable and sublicensable worldwide right and license to use, reproduce, modify, display, perform, transmit, distribute and otherwise exploit your Submission, with or without attribution, and hereby waive all moral rights therein. Without limiting the foregoing, you further acknowledge and agree that: (a) any Submission will not be returned or kept confidential; (b) the Company is not obligated to use or pay you for the Submission; (c) the Company may publish the Submission in perpetuity in all markets worldwide and in any and all media now known or hereafter discovered, including without limitation, the Platform; (d) the Company may edit or remove content, including any Submission, that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or other proprietary rights or these Terms of Service; (e) the Submission may be edited for length, clarity and/or functionality; (f) we may display your name (or applicable social media identifier) in conjunction with the Submission; and (g) your Submission may be shared with legal authorities if the Company believes it is warranted or appropriate, or pursuant to a legal request.

7. REFERRAL PROGRAM

The Company may at its discretion provide you with the opportunity to refer customers to the Company (“Referral Program”). In submitting referrals to the Company, you acknowledge that you have the right to make such referrals, that your referrals do not violate the privacy or other rights of third parties, and that your referrals do not violate any of these Terms of Service. You further acknowledge that the Company in its sole discretion may terminate the Referral Program at any time. If the Company terminates the Referral Program, it will have no obligation to compensate you for any referrals and your right to make referrals will terminate.

8. PROHIBITED CONDUCT

You agree to use the Platform and Services only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable laws, rules and regulations.

You will not:

use the Platform or the Services in any manner that could damage, disable, overburden, or impair the Platform or the Services, or interfere with any other party's use and enjoyment of the Platform or the Services;
attempt to gain unauthorized access to the Platform, the Services, or the devices, computer systems or networks connected to the Platform or the Services through hacking, password mining or any other means;
create user accounts by automated means or under false or fraudulent pretenses;
make any purchases using a fraudulent method of payment;
transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
upload, post, email or transmit, or otherwise make available through the Platform or the Services any inappropriate, defamatory, infringing, obscene, or unlawful content;
upload, post, email or transmit, or otherwise make available through the Platform or the Services any content that infringes any patent, trademark, copyright, trade secret or other intellectual property or proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
upload, post, email or transmit, or otherwise make available through the Platform or the Services any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
run Mail list, Listserv, or any form of auto-responder or “spam” on the Platform or the Services;
use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Platform, including to engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
interfere or attempt to interfere with the proper working of the Platform or the Services or any activities conducted on the Platform or the Services, including to utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over any of the Platform pages, or otherwise affect the display of any of the Platform pages;
download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner;
impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or the Services;
use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the Services or collect information about its Users for any unauthorized purpose;
submit content that falsely expresses or implies that such content is sponsored or endorsed by the Company, any of its affiliates or any third parties;
use the Platform or the Services for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state laws or regulations, or equivalent laws or regulations in foreign jurisdictions);
promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or
use the Platform or the Services for any commercial purpose whatsoever other than for your personal use.

9. LINKED SITES

The Platform may contain links to other Internet sites, applications and resources. Links found on the Platform may let Users leave the Platform and go to sites operated by parties other than the Company, including sites for payment processing, engagement with the Services or other functions. The Company does not endorse, and is not responsible or liable in any way for any content, advertising, services or goods on or available from such linked sites, applications or resources. The linked sites, applications or resources are not under the control of the Company and we are not responsible for the contents of any linked site, application or resource, or any link contained in a linked site, application or resource that is not owned and operated by the Company, or any changes or updates to such sites, applications or resources. Such links to sites, applications or resources maintained by third parties do not constitute an endorsement, guaranty, or warranty by the Company, or any of its affiliates, of any third party or their content, nor the existence of a partnership, joint venture, agency, or other relationship between the Company, or any of its affiliates, and any linked third party or their content. The Company does not assume any responsibility or liability for the actions, products, content and/or information of these and other third parties and/or their sites, applications or resources. Third parties’ sites are not subject to our Terms of Service or Privacy Policy. You should carefully review the privacy statements and other conditions of use on each such third party site, application or resource.

10. TEXT MESSAGING

If you choose to receive from or send to Company any text messages, Company will not charge you for the text messaging; however, standard text messaging rates will apply to each text message sent or received as provided in your wireless rate plan (contact your carrier for pricing plans and details).

11. DISCLAIMERS

YOU UNDERSTAND THAT THE USE OF THE PLATFORM OR THE SERVICES MAY INVOLVE THE TRANSMISSION OF COMMUNICATIONS, INCLUDING YOUR DATA, OVER VARIOUS NETWORKS, AND THAT NO METHOD OF COMMUNICATING OVER THE INTERENT CAN BE GUARANTEED TO BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. THEREFORE, YOU AGREE THAT COMPANY WILL NOT BE LIABLE FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY DATA, INFORMATION OR CONTENT TRANSMITTED BY YOU TO OR THROUGH THE PLATFORM.

COMPANY PROVIDES THE PLATFORM AND THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO REPRESENTATION OR WARRANTY, AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, THAT (I) THE PLATFORM OR THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (II) THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ACCURATE, SECURE, COMPLETE OR ERROR-FREE, (III) ANY RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR THE SERVICES WILL BE ACCURATE, TIMELY, COMPLETE OR RELIABLE AND (IV) ANY ERRORS IN ANY SOFTWARE USED ON THE PLATFORM OR IN CONNECTION WITH THE SERVICES WILL BE CORRECTED. OPERATION OF THE PLATFORM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF COMPANY'S CONTROL INCLUDING, BUT NOT LIMITED TO, TELECOMMUNICATIONS NETWORK DISRUPTIONS. COMPANY IS NOT RESPONSIBLE AND WILL HAVE NO LIABILITY FOR ANY FAILURES OF THE INTERNET OR ANY DATA OR TELECOMMUNICATIONS EQUIPMENT, SYSTEM OR NETWORK USED IN CONNECTION WITH THE PLATFORM OR THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO, AND DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SUFFICIENCY OF THE SECURITY MEASURES USED FOR DATA HANDLING AND STORAGE, AND WE WILL NOT BE RESPONSIBLE FOR ANY ACTUAL, CONSEQUENTIAL SPECIAL OR INCIDENTAL DAMAGES THAT RESULT FROM A LAPSE IN COMPLIANCE WITH OUR PRIVACY POLICY BECAUSE OF A SECURITY BREACH OR TECHNICAL MALFUNCTION.

WHILE WE HAVE ENDEAVORED TO CREATE A SECURE AND RELIABLE PLATFORM, THE COMPANY IS NOT RESPONSIBLE FOR THE SECURITY OF INFORMATION TRANSMITTED VIA THE INTERNET, THE ACCURACY OF THE INFORMATION CONTAINED ON THE PLATFORM, OR FOR THE CONSEQUENCES OF ANY RELIANCE ON SUCH INFORMATION. YOU MUST MAKE YOUR OWN DETERMINATION AS TO THESE MATTERS. THE COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE FOR DAMAGES AS A RESULT OF ANY DELAY OR OTHER FAILURE OF PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, ACTS OF A USER OR ANY OF ITS REPRESENTATIVES, ACTS OF MILITARY OR CIVIL AUTHORITIES, GOVERNMENTAL ORDER, FIRE OR OTHER CASUALTY, STRIKES, LOCKOUTS, WEATHER, EPIDEMIC, PANDEMIC, WAR, RIOT, TERRORISM, TELECOMMUNICATIONS INTERRUPTIONS OR COMPUTER VIRUSES. THE PLATFORM MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS.

12. LIMITATION ON LIABILITY

IN NO EVENT SHALL COMPANY, ITS AFFILIATES OR ITS LICENSORS, TOGETHER WITH ITS AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS (THE “COMPANY PARTIES”), BE LIABLE (HOWEVER ARISING, INCLUDING NEGLIGENCE) FOR (I) ANY LOST OR CORRUPTED DATA, LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE EXCLUSIONS SHALL ONLY APPLY TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMPANY’S AND THE COMPANY PARTIES’ COLLECTIVE AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) THE AGGREGATE OF ALL AMOUNTS PAID BY YOU TO THE COMPANY FOR PRODUCTS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM OR (B) $100.

13. INDEMNITY

Except to the extent prohibited under applicable law, you agree to indemnify and hold Company and its past, present and future parent, affiliates and subsidiaries, together with each of its and their respective employees, agents, directors, officers, shareholders, service providers, agents, contractors, successors and assigns (collectively, the “Indemnitees”) harmless from and against any and all claims, demands, actions, liabilities, losses, damages, penalties, fines, settlements, costs and expenses (including reasonable attorneys' fees and costs, including any incurred in enforcement of this provision) arising out of or in connection with (i) your use or misuse of the Platform or the Services or any goods and services available or purchased on or through the Platform or the Services, (ii) your breach or alleged breach of any term of these Terms of Service, our Privacy Policy, or any other policy posted on the Platform applicable to your use of the Platform or the Services, (iii) the use of any Submission, and (iv) your violation of any law, rule, regulation or rights of others in connection with your use of the Platform or the Services.You agree to assist and cooperate with the Indemnitees in the defense or settlement of any indemnified claim.

14. TERMINATION

Account Termination - You agree that Company, in its sole discretion and without prior notice or liability to you, may issue a warning, temporarily suspend, indefinitely suspend, or terminate your account, at our sole discretion, for any reason, whether with or without cause or warning, and without liability. In the event of termination of your account, the Company may delete and/or store, in its discretion, data associated with your use of the Platform. In the event of termination of your account, the Company has no further obligations to you.

Without limiting the foregoing, if you violate any of these Terms of Service (which incorporate by reference the Company's Privacy Policy), or otherwise violate an agreement between you and us, the Company may suspend or terminate your account, delete your profile and any content or information that you have posted on the Platform, and/or prohibit you from using or accessing the Platform (or any portion, aspect or feature of the Platform), at any time in its sole discretion, with or without notice.You agree that the Company will not be liable to you or any third party for any of the foregoing actions.

Service Termination - These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by discontinuing your use of the Service.The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms of Service for all purposes.

15. GOVERNING LAW; DISPUTE RESOLUTION

Governing Law - The laws applicable to the interpretation of these Terms of Service shall be the laws of the State of California, and applicable federal law, without regard to any conflict of law provisions. Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) arising out of or in any way related to these Terms of Service (including the Messaging Terms and the Loyalty Terms (as defined below)) (a “Dispute”) between you and the Company or its successors or assigns shall exclusively be settled through binding and confidential arbitration, unless earlier resolved in accordance with Section 15(B), below.

Pre-Arbitration Dispute Resolution – In the event of any Dispute arising between you and the Company, one party must first send a written notice of the Dispute to the other party by email with a delivery receipt requested (“Notice”). Company’s email address for Notice is info@official-skims.com. The Notice must describe the nature and basis of the Dispute, and set forth the specific relief sought (the “Demand”). The parties shall first meet and confer by such method as the parties may mutually agree, to attempt to resolve the Dispute.The parties shall work together in good faith to attempt to resolve the Dispute directly for thirty (30) days after the Notice is received, or such further period as the parties may mutually agree.In the event that the Dispute is not resolved by the end of such thirty (30) day (or longer) period, then either party may commence arbitration, as further described below.

Arbitration – If the parties are unable to resolve a Dispute through the good faith negotiation procedure set forth in Section 15(B), then you and Company agree that such Dispute will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate Disputes includes all claims arising out of or in any way related to these Terms of Service (including the Messaging Terms and the Loyalty Terms), and your receipt of text messages or email messages from Company or its service providers, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of when a claim arises. YOU UNDERSTAND AND AGREE THAT, BY AGREEING TO THESE TERMS OF SERVICE, THE MESSAGING TERMS AND THE LOYALTY TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions - Notwithstanding subsection (C) above, nothing in these Terms of Service, the Messaging Terms or the Loyalty Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (ii) file suit on an individual basis in small claims court for applicable claims.

Arbitration Process - Unless otherwise agreed upon by the parties in writing, the arbitration will be conducted before one arbitrator in Los Angeles, California or by video conference (at the claimant’s election), and will be governed by National Arbitration and Mediation’s (“NAM”) Comprehensive Dispute Resolution Rules and Procedures (the “NAM Rules”), as may be modified by these Terms of Service, the Messaging Terms and/or the Loyalty Terms.The NAM Rules and filing forms are available online at www.namadr.com, by calling NAM at 1-800-358-2550, or by contacting Company. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.In the event that any Dispute is held not to be arbitrable in accordance with this Section 15, each party consents to the exclusive jurisdiction of the state or federal courts, as applicable, located in Los Angeles County, California.

F. Fees -If you commence arbitration in accordance with this Section 15, you will pay the Initial Administrative Fee in accordance with NAM’s then-applicable fee schedule. If the claim is for $15,000 or less, you agree that the arbitration will be conducted solely on the basis of documents submitted to the arbitrator. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the NAM Rules. In that case, you agree to reimburse us for all monies we previously paid to NAM pursuant to the NAM Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except as may be required by law or to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from you or us, which is made within 14 days of the arbitrator's ruling on the merits. In addition, the arbitrator may award any individual relief or individual remedies that are permitted by applicable law.

G. No Class Actions -To the fullest extent permitted by applicable law, you and Company agree that ANY CLAIMS BROUGHT BY YOU AGAINST COMPANY MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.

H. Enforceability – In the event that the class action waiver in Section 15(G), above, is found to be unenforceable for any reason, the remainder of this Section 15 shall also be unenforceable.

16. ASSIGNMENT

The Company may assign these Terms of Service at any time to a subsidiary or parent company or to a successor to its business as part of a merger, consolidation or sale of all or substantially all of its business. You may not assign or transfer your rights or obligations under these Terms of Service.

17.MISCELLANEOUS

These Terms of Service, the Privacy Policy, the Messaging Terms, the Loyalty Terms, and any policies or operating rules posted by us on the Platform or in respect of the Services constitute the entire agreement between you and Company with respect to your access to and use of the Platform and the Services and supersedes all prior and contemporaneous agreements between you and Company (including, without limitation, any prior versions of these Terms of Service). Except for the class action waiver set forth in Section 15(G), if any other provision of these Terms of Service is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect.Any ambiguity in the interpretation of these Terms of Service shall not be construed against Company as the drafting party. The failure of Company to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. The provisions of Sections 3-8, and 11-15 shall survive any termination of these Terms of Service.

18. CONTACT US

For any questions or comments, or to report violations of these Terms of Service, including receipt of spam from a User, contact the Company at: info@official-skims.com with “Terms of Service” in the subject line of your email.

19.LOYALTY PROGRAM TERMS AND CONDITIONS

A. Membership Eligibility and Overview

A.1. The Loyalty Program (the “Program”) is available to individuals for their personal use only and is limited to one account per individual. Corporations, associations or other groups may not participate in the Program. Program membership is available to individuals who meet the eligibility criteria set forth above and in our Privacy Policy, and who maintain a valid email address.

A.2. By becoming a Program member (a “Member”), you agree that you have read, understood and agree to be bound by these Loyalty Program Terms and Conditions (“Loyalty Terms”) and by any changes or modifications we may make at any time, in our sole discretion and without prior notice to you.We encourage you to review these Loyalty Terms and the related policies frequently to understand the terms and conditions that apply to the Program, as we may change, limit and/or eliminate the Program, all or any portion of these Loyalty Terms, and/or any other policy that applies to the Program from time to time, in our sole discretion.By enrolling in the Program, you also agree to be bound by our Privacy Policy and the above Terms of Service, which are incorporated herein by reference. All capitalized terms used but not defined in these Loyalty Terms will have the meanings given in the Terms of Service. If you do not agree to these Loyalty Terms, our Privacy Policy, and our Terms of Service, you cannot participate in the Program.The Program is void where prohibited by law.

B. Program Enrollment

B.1. Eligible individuals can register for the Program by downloading the App and either: (i) creating a new Skims account through the App, or (ii) signing into the App using a pre-existing Skims account.

B.2. You are solely responsible for maintaining the accuracy of your account information and for updating it as required. Only one Program account may be associated with a single email address.In the event of a dispute over ownership of the Program membership account, the member will be deemed to be the authorized account holder of the email address submitted at the time of enrollment.For purposes of these Loyalty Terms, the “authorized account holder” is the natural person who is assigned to the submitted email address by an internet provider, online service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address.

C. How the Program Works and Program Benefits

C.1. The Program is a way in which we reward and thank our loyal customers for purchasing our products and/or engaging with the brand. Once you reach a certain loyalty tier, you may be eligible for certain benefits and rewards applicable to that tier, which benefits may change from time to time in our discretion, and may be offered on a limited basis.The type, timing and availability of any reward will be determined by Skims in its sole discretion.Eligible purchases, actions and other opportunities to reach Program loyalty tiers are subject to change from time to time in our discretion and will be posted on the Site and the App, and/or may be published through other media (e.g., in marketing communications, social media, etc.).

C.2. Unless otherwise specified at the time of purchase, eligible transactions include regular priced merchandise purchased through the Site, the App and/or Skims retail locations, and exclude eGift Cards, sales tax, state fees, discounts, shipping and delivery charges and/or other excluded charges we may specify from time to time. Members will not receive benefits from retail purchases made at other retailers.

D. Program Benefits and Rewards

D.1. Program benefits are made available by us in our sole discretion. Only the Member paying for the products may accumulate such benefits.Any rewards earned through the Program have no cash value, are non-transferable, and you have no property rights in or to rewards or other Program benefits. Purchases credited to your Program account will be decreased or reversed, as applicable, if part or all of the purchase is returned or cancelled or if the credit is obtained through fraudulent or other activity that violates these Program Terms.The sale, barter, transfer, or assignment of any rewards or benefits offered through the Program, other than by us, is expressly prohibited.

D.2. We reserve the right to change Program benefits, how you reach each Program tier, and how we evaluate and reward your eligible purchases and/or other Program activity.We reserve the right to place limits on the number of purchases or activities that are eligible for the Program and/or for any given tier level, the number or types of rewards or benefits you may receive or earn in any given tier, in a given time period or for the duration of the Program, and/or any combination thereof.

D.3. If you have concerns that a purchase or other activity was not properly applied to your account, you should contact Customer Service through the e-mail form on the contact us. Your email must specify your name and email address associated with the Program, the date of the Program activity, and the issue(s) you encountered. This email must be sent no more than forty-five (45) days after the date the purchase or other Program activity took place. We are not responsible for late notifications about purchases or other Program activities not being credited to an account.

E. Program Communications

E.1. Unless you have opted-out of receiving marketing communications, we may communicate with you about the Program through email and push notifications on App, including with respect to special Member promotions, offers, and more. We may also use these channels to notify you when you are eligible for a benefit, communicate Program changes, and more.

E.2. You may opt-out of receiving such marketing emails at any time by following the instructions provided in the email or as otherwise provided in our Privacy Policy. Please note that even if you opt-out of receiving marketing or promotional communications, we may continue to send you transactional emails (e.g., notice emails and non-marketing or non-promotional emails), such as those about your account, transactions, membership in the Program or our business.

F. Termination and Modification

F.1. The Program and its benefits are offered at our sole discretion.We may, in our discretion, cancel, modify, restrict or terminate these Loyalty Terms, and/or the Program or any aspect or feature of the Program at any time without prior notice, even though such changes may affect the value of rewards or benefits already accumulated or earned and/or the ability to redeem accumulated rewards or benefits.

F.2. We reserve the right to exclude you from or to discontinue your participation in the Program and to audit your membership account at any time, in our sole discretion.Any suspected abuse of the Program (including, without limitation, purchases by resellers), failure to follow any Loyalty Terms, membership inactivity (i.e., no purchases made) for more than 24 months, illegal activity, fraud, misrepresentation or other conduct inconsistent with these Loyalty Terms and/or detrimental to us or our interests, including without limitation, any suspected illegal, fraudulent or other unauthorized use of any Program rewards may result in the revocation of your membership and make you ineligible for further participation in the Program. If your membership is revoked, any rewards or benefits in your account will automatically expire and your access to the Program and features will automatically terminate. If we suspect illegal activity, fraud, misrepresentation, abuse or violation of these Loyalty Terms, we also have the right to take appropriate legal action, in our sole discretion.

F.3. If you decide you no longer want to be a part of the Program, you may cancel your membership at any time by opting-out in your account on the App.

G. Privacy

G.1. The personal information collected from you in connection with the Program, including but not limited to purchases made in connection with your Program membership, will be used and disclosed by us in accordance with our Privacy Policy.

G.2. California Residents: The Program may be considered a “financial incentive” under California law. Please review our Privacy Policy to review our Financial Incentive Notice.

H. Contact Us

H.1. For information about the Program and your membership, please contact Customer Service via the email form on the contact us page. You will be required to confirm your full name and email address in order to validate your account.