Effective Date: [02/05/2022]
1.2 Acceptance of Terms and Age Restriction. If these terms and conditions are considered an offer by HelloSPICA, acceptance is expressly limited to these terms. The Services are available only to individuals who are at least 16 years old.
If you do not feel comfortable with any part of this Agreement, please discontinue use of the Services or engaging with HelloSPICA immediately.
2. UPDATES TO THE TERMS
3. USE OF OUR SERVICES
3.1 Representations. When you use our Services, you agree to the processing of the information and details and you state that all information and details provided are true and correspond to reality. You represent and warrant that you are at least 16 years old or visiting the Services under the supervision of a parent or guardian.
Subject to the terms and conditions of this Agreement, HelloSPICA hereby grants you a limited, revocable, non-transferable and non-exclusive license to access and use the Services by displaying them on your internet browser, including for the purpose of shopping for personal items made available on the Services. Any breach of this Agreement shall result in the immediate revocation of the license granted in this section without notice to you.
3.2 Limitations on Use. Except as permitted in the paragraph above, you may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile or otherwise exploit the Services or any portion of them unless expressly permitted by HelloSPICA in writing. You may not make any commercial use of any of the information provided on the Services or make any use of the Services for the benefit of another business unless explicitly permitted by HelloSPICA in advance. HelloSPICA reserves the right to refuse service, terminate accounts, and/or cancel orders in its discretion, including, without limitation, if we believe that customer conduct violates applicable law or is harmful to our interests.
You shall not upload to, distribute, or otherwise publish through the Services any content, information, or other material that: (a) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (b) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under local or international law; or (c) includes any bugs, logic bombs, viruses, worms, trap doors, Trojan horses or other code, material or properties which are malicious or technologically harmful. HelloSPICA may assign you a password and account identification to enable you to access and use certain portions of the Services.
3.3 Prohibition on Transmitting Sensitive Information. When communicating with us by email or through forms on our Services, we ask that you please do not send us any sensitive information pertaining to yourself, including medical prescriptions or any other information relating to diagnosis or medical treatment of any health problems. HelloSPICA does not collect or store sensitive information or special categories of information.
3.4 Prohibited Behavior. As a condition of accessing or using our Services, you agree not to:
Otherwise attempt to interfere with the proper working of the Service.
Your privacy is respected and is critically important to us at HelloSPICA. When you use our Services, you agree to provide us with your email address and/or other requested details truthfully and exactly.
6. MEDICAL DISCLAIMER
The material (“Content”) provided and taught by HelloSPICA is educational and informational in nature and is provided only as general information and does not constitute medical or psychological practice, advice, opinion, diagnosis, treatment or guarantee. The Content does not create any doctor-patient, therapist-patient or any other professional relationship and is not a substitute for medical diagnosis, advice, or treatment, or other professional healthcare. For the avoidance of doubt, HelloSPICA cannot and does not provide specific treatment advice to anyone.
While HelloSPICA strives to provide accurate product and pricing information, pricing or typographical errors may occur. In the event that an item is listed at an incorrect price or with incorrect information due to an error in pricing or product information, HelloSPICA shall have the right, at our sole discretion, to refuse or cancel any orders placed for that item. In the event that an item is mis-priced, we may, at our discretion, either contact you for instructions or cancel your order and notify you of such cancellation.
8. REVIEWS, COMMENTS AND SUBMISSIONS FROM CONTRIBUTORS
8.1 Submissions to the Services. Except as otherwise provided elsewhere in this Agreement or on the Services, anything that you submit or post to the Services and/or provide to HelloSPICA, including, without limitation, picture, video, ideas, know-how, techniques, questions, reviews, comments, and suggestions (collectively, “Submissions”) is and will be treated as non-confidential and nonproprietary, and by submitting or posting, you agree to irrevocably license the entry and all IP rights related thereto (excluding the moral rights such as authorship right) to HelloSPICA without charge and HelloSPICA shall have the royalty-free, worldwide, perpetual, irrevocable, and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, create derivative works from such Submissions by any means and in any form, and to translate, modify, reverse-engineer, disassemble, or decompile such Submissions. All Submissions shall automatically become the sole and exclusive property of HelloSPICA and shall not be returned to you and you agree not to raise any dispute in connection with any use of the entry by HelloSPICA in the future.
You warrant that your Submissions, in whole or in part, are clear and free of any IP right infringement, disputes or third party claims. HelloSPICA assumes no liability for any misuse of copyright or any other rights of third parties by you. You undertake to defense for and indemnify HelloSPICA against any losses caused due to the use of the entries for any purposes.
In addition to the rights applicable to any Submission, when you post comments or reviews to the Site or Apps, you also grant HelloSPICA the right to use the name that you submit with any review, comment, or other content, if any, in connection with such review, comment, or other content. You represent and warrant that you own or otherwise control all of the rights to the reviews, comments, and other content that you post on this site and that use of your reviews, comments, or other content by HelloSPICA will not infringe upon or violate the rights of any third party. You shall not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead HelloSPICA or third parties as to the origin of any Submissions or content. HelloSPICA may but shall not be obligated to remove or edit any Submissions (including comments or reviews) for any reason.
8.2. Right to Refuse or Remove Content. Without limiting any of those representations or warranties, HelloSPICA has the right (though not the obligation) to, in our sole discretion, (i) refuse or remove any content that, in our reasonable opinion, violates any HelloSPICA policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Services to any individual or entity for any reason. HelloSPICA will have no obligation to provide a refund of any amounts previously paid.
9. RESPONSIBILITY OF WEBSITE VISITORS; AFFILIATE LINKS
9.1 No Endorsement of Materials. HelloSPICA has not reviewed, and cannot review, all of the material, including computer software, posted to the Services, and cannot therefore be responsible for that material’s content, use or effects. By operating the Services, HelloSPICA does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful.
9.2 Visitors’ Responsibility for Security Precautions. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Services may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. HelloSPICA disclaims any responsibility for any harm resulting from the use by visitors of the Services, or from any downloading by those visitors of content there posted.
9.3 Visitors Acknowledgment of Affiliate Links. Visitors further acknowledge understanding that:
Some of the links in text, print or images on this site may be affiliate links. In this case, HelloSPICA will receive a small commission if something is purchased through these links.
10. CONTENT POSTED ON OTHER WEBSITES
We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which HelloSPICA links, and that link to HelloSPICA. HelloSPICA does not have any control over those non-HelloSPICA websites and webpages, and is not responsible for their contents or their use. By linking to an external website or webpage, HelloSPICA does not represent or imply that it endorses such website or webpage. HelloSPICA disclaims any responsibility for any harm resulting from your use of non-HelloSPICA websites and webpages.
11. COPYRIGHT INFRINGEMENT AND DMCA POLICY
As HelloSPICA asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by HelloSPICA violates your copyright, you are encouraged to notify HelloSPICA in accordance with the Digital Millennium Copyright Act. To do so, please send an email to firstname.lastname@example.org with the subject “DMCA Notice”, and include the following:
HelloSPICA will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. HelloSPICA will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of HelloSPICA or others. In the case of such termination, HelloSPICA will have no obligation to provide a refund of any amounts previously paid to HelloSPICA.
12. INTELLECTUAL PROPERTY
This Agreement does not transfer from HelloSPICA to you any HelloSPICA or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with HelloSPICA. HelloSPICA, the Site, the HelloSPICA logo, and all other trademarks, service marks, graphics and logos used in connection with HelloSPICA, or the Website are trademarks or registered trademarks of HelloSPICA or HelloSPICA. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any HelloSPICA or third-party trademarks.
Content on the Services is provided to you as is for your information only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of HelloSPICA or the respective owners or licensors. We reserve all rights not expressly granted in and to the content. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (“Feedback”), provided by you to us are non-confidential and shall become the sole property of HelloSPICA. You grant HelloSPICA. permission to use, implement, copy, publish and/or reproduce Feedback, without limitation, fee and royalty free.
You agree to not engage in the use, copying, or distribution of any of Services content other than as expressly permitted herein. You agree not to circumvent, disable or otherwise interfere with security-related features of the website or features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.
13. DISCLAIMER OF WARRANTIES
13.1 Services Disclaimer. The Services are provided “as is.” HelloSPICA and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither HelloSPICA nor its suppliers and licensors, makes any warranty that the Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website and Services at your own discretion and risk.
13.2 Goods and Services Disclaimer. You understand and acknowledge by using the Services that the goods are in conformity with the transaction or intended purchase if they: (i) comply with the description given by us and possess the qualities that we have presented on the Services; (ii) are fit for the purposes for which goods of this kind are normally used; (iii) show the quality and performance which are normal in goods of the same type and which can reasonably be expected. As noted above, to the extent permitted by law, we exclude all warranties and conditions (whether express or implied), except those that may not be excluded legitimately.
14. GENERAL REPRESENTATION AND WARRANTY
14.2 Events Beyond Our Control. We will not be liable for any non-compliance or delay in compliance with any of the obligations we assume under the Agreement or other contracts when caused by events that are beyond our reasonable control (“Force Majeure”). Force Majeure shall include any act, event, failure to exercise, omission or accident that is beyond our reasonable control, including, among others, the following:
It shall be understood that our obligations deriving from the Agreement or other contracts are suspended during the period in which Force Majeure remains in effect and we will be given an extension of the period in which to fulfil these obligations by an amount of time equal to the time that the situation of Force Majeure lasted. We will provide all reasonable resources to end the situation of Force Majeure or to find a solution that enables us to fulfil our obligations by virtue of the Agreement or other contracts despite the situation of Force Majeure.
15. LIMITATION OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF HELLOSPICA TO YOU.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSIONS OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. AS A RESULT, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART.
You agree to release, indemnify, and defend HelloSPICA and any subsidiaries, affiliates, related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each from all third-party claims and costs (including reasonable attorneys’ fees) arising out of or related to: (1) your use of the Services; (2) your conduct or interactions with other users of the Services; (3) your breach of this Agreement. We will notify you promptly of any such claim and will provide you (at your expense) with reasonable assistance in defending the claim. You will allow us to participate in the defense and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.
17.1 Entire Agreement. This Agreement constitutes the entire agreement between HelloSPICA and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of HelloSPICA, or by the posting by HelloSPICA of a revised version.
17.2 Applicable Law. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Services will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in San Francisco County, California.
17.3 Agreement to Binding Arbitration. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.
17.4 Severability. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
17.5 Assignment. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; HelloSPICA may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
18. TREATMENT OF PERSONAL INFORMATION
19. BUSINESS TRANSFERS
If HelloSPICA, or substantially all of its assets, were acquired, or in the unlikely event that HelloSPICA goes out of business or enters bankruptcy, user information would be one of the assets that is transferred or acquired by a third party. You acknowledge that such transfers may occur, and that any acquirer of HelloSPICA may continue to use your personal information as set forth in this policy.
20. CONTACT US