TERMS OF USE

LAST UPDATED: November 2023

INTRODUCTION

The following Terms of Use (the “Terms of Use”) (together with any documents referred to herein) apply to your use of our website: us.sandro-paris.com. This website, including any of its related web pages, content, functionality and services offered thereon (a "Website") is operated by SMCP USA Inc. (“SMCP”, “us”, “our” or “we”). References to SMCP USA Inc. shall include our Brands (“Sandro”).

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE WEBSITE.

CONSENT

Your use of the Website in any form signifies your unconditional acceptance of and agreement to be bound by these Terms of Use and shall have the same force and effect as if you had actually signed an agreement embodying these terms. If you do not agree to be bound by these Terms of Use, you may not access or otherwise use the Website. You hereby represent and warrant that you are either 18 years of age or older, an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. This Website is offered and available to users who are 13 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

TEXT TERMS OF USE

If you elect to receive marketing and support text messages from us, either via our website or by sending a text message indicating your consent, you are providing (and signing) your prior express written consent to receive recurring marketing or promotional and support text messages from us (each, a “Text Message”) sent through an automatic telephone dialing system. These may include cart abandon messages. Message frequency varies. This service is optional, and your consent is not a condition for purchase. You can opt out of receiving any further Text Messages from this program at any time by replying “STOP” to any Text Message you receive from us. For help, reply “HELP” to any Text Message you receive from us or email [fill in Client support email here]. In addition to any fee of which you are notified, your mobile provider’s message and data rates may apply to our confirmation Text Message and all subsequent Text Message correspondence according to your individual rate plan provided by your wireless carrier. Please consult your mobile service carrier’s pricing plan to determine the charges for browsing data and sending and receiving Text Messages. Under no circumstances will we or our affiliates be responsible for any Text messaging or wireless charges incurred by you or by a person that has access to your wireless device or telephone number. If your carrier does not permit Text messages, you may not receive the Text Messages. Neither we nor the wireless carriers (such as T-Mobile) will be liable for any delays in the receipt of, or failure to deliver, any Text Messages, as delivery is subject to effective transmission from your network operator. Text Message services are provided on an “AS IS” basis. Data obtained from you in connection with any Text Message services may include your cell phone number, your provider’s name and the date, time and content of your text messages. We may use this information in accordance with our Privacy Policy to contact you and to provide the services you request from us. For more information on how we use telephone numbers, please read our Privacy Policy.

You may elect to receive text messages from us. When you sign up to receive text messages, we will send you information about promotional offers and more. These messages may use information automatically collected based on your actions while on our sites and may prompt messaging such as cart abandon messages (IE Cookies). To the extent you voluntarily opt to have Text notifications sent directly to your mobile phone, we receive and store the information you provide, including your telephone number or when you read a text message. You may opt out of receiving text messages at any time by texting “STOP” to our text messages. For more information about text messages, see our Text Terms and Conditions here. All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties, excluding aggregators and providers of the Text Message services.

INTENDED USERS

This Website is operated in the United States and is only intended for users who are located in the United States. We make no representation that the Website or any materials or Content (defined below) available thereon, are appropriate or available for use in locations other than the United States. Those who choose to access this Website from other locations outside of the United States. Do so at their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

MODIFICATIONS TO TERMS OF USE

We may change these Terms of Use at any time, in our sole discretion, without prior notice to you by posting changes on this page of the Website. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. It is your responsibility to review these Terms of Use from time to time to take notice of any changes we made. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes.

INTELLECTUAL PROPERTY OWNERSHIP AND RESTRICTIONS

These Terms of Use permit you to use the Website for your personal, non-commercial use only.

The entire contents of the Website, including without limitation, all information, software, code, data, text, displays, images, video and audio, logos, slogans, trade names, product/service names, domain names, and the design, selection and arrangement of the Website as a collective work and/or compilation (collectively the "Content") is protected by Canadian and international laws regarding copyrights, trademarks, trade dress, unfair competition and other intellectual property or proprietary rights, and is owned, controlled and/or licensed by us or any other party attributed as the owner or provider of any aspect of such Content. You must abide by all copyright notices, attribution information, or restrictions contained in any Content accessed through the Website. No right relating to any intellectual property of Sandro or any other party is transferred to you or any other person as a result of the use of this Website.

As further defined in the Section below, if you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.

WEBSITE ACCESS AND LIMITED LICENCE

We grant you a non-exclusive, non-transferable, limited right to access, use and display the Website and its Contents for your personal, non-commercial purposes only. You may download a copy of the Website (and any Content therein) for permitted uses under this limited license, provided that you maintain all copyright, trademark, service mark notices and other attributions contained in such Content (including without limitation, with respect to the copyrights, trademarks and service marks of Sandro, its affiliates, or any third parties that are identified). Except as otherwise provided herein, you may not copy, modify, create derivative works from, publicly display or perform, republish, transfer, sell, download (other than page caching on your web browser), store, transmit or exploit this Website or any portion thereof without our express prior written consent. In addition, you must not reproduce, resell, or otherwise exploit for any commercial purposes any products or services provided on or through this Website or any Content. We reserve the right, in our sole discretion, to terminate or suspend your access to, and/or use of, the Website, or any portion thereof, at any time, with or without notice if we have reason to believe you have violated, or have attempted to violate, these Terms of Use.

PERSONAL DATA & REGISTRATION

Certain areas of the Website may require registration. If you register or provide information to us in any manner, you agree to provide only true, accurate, current and complete information. If we issue a username and/or password to you, you agree to protect such information by, among other things, keeping your username, password and any other information relating to your account confidential. The protection of your username and password is your responsibility. If, notwithstanding the foregoing obligation, you allow another party to use your account, you will be responsible for making such party aware of these Terms of Use and for the use of the Website by such party in accordance therewith.

PRIVACY POLICY

The Company’s Privacy Policy describes our privacy practices with regard to information collected from you when you use the Website and is hereby incorporated by reference into these Terms of Use. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. Please also refer to our PRIVACY POLICY web page.

PROHIBITED USES

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

. In any way that violates any applicable federal, provincial or territorial, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).

. To impersonate or attempt to impersonate the Company or a Company employee, another user, or person or entity (including, without limitation, the use of e-mail addresses associated with any of the foregoing).

. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

You further agree not to:

. Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.

. Use any device, software or routine that interferes with the proper working of the Website.

. Use any robot, spider or other automatic device, process or means to access the Website or to obtain user or other information from the Website (including, without limitation, any information residing on any server or database connected to the Website).

. Use any manual process to monitor or copy any of the Content on the Website or for any other unauthorized purpose without our prior written consent.

. Introduce any viruses, trojan horses, worms, code, or other material which is malicious or technologically harmful.

. Attempt to gain unauthorized access to, interfere with, hack into, decrypt, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website (including, without limitation, attaching the Website via a denial-of-service attack or a distributed denial-of-service attack).

. Attempt to decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Website.

USER COMMUNICATION

By inputting data or engaging in any other form of communication (individually or collectively "Communications") to or within the Website, you grant to us a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use (including use for promotional and advertising purposes), copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Communications and any ideas or materials contained in such Communications, in all media now known or hereafter developed. You warrant that you have all rights necessary to grant such license to us and waive all rights you may have to inspect and/or approve of any use by us of any material or idea submitted by you in any Communications or receive any compensation for such use. You also waive all rights to any claim against us for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications. You agree and understand that Sandro is under no obligation to use any material or ideas submitted by you in any Communications in any way whatsoever. You acknowledge that by submitting Communications to us or the Website, no confidential, fiduciary, contractually implied or other relationship is created between you and us, its parent, affiliates, subsidiaries, or agents other than as set forth in these Terms of Use.

IDENTIFICATION

You agree to indemnify, defend and hold harmless SMCP and Sandro, including their parent, affiliates, subsidiaries and their respective officers, directors, managers, agents, employees, shareholders, service providers, suppliers, licensors and licensees (collectively the "Indemnified Parties") from and against any and all losses, damages, liabilities, fees, costs, and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Indemnified Parties in connection with any claim, matter, action, cause of action, or suit, whether civil, criminal, administrative or investigative (each, a “Proceeding”) arising out of, based upon, the use of the Website or breach of these Terms of Use by you or any user of your account. We reserve the right, at our own expense, to assume the exclusive defense and control of any such Proceeding otherwise subject to indemnification by you and you shall not in any event settle the same without our written consent.

CHANGES TO WEBSITE

We may change, suspend or discontinue and/or restrict the use of all or any portion of the Website (including the availability of any products, data or other information contained on the Website), at any time for any reason and without notice or liability. We reserve the right, with or without notice to you, to change any of the products or services offered on the Website or any other aspect of the Website including, but not limited to, hours of operation, site maps, menu structures, access procedures, software commands, documentation, and/or service providers. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

HYPERLINKS - LIMITATION OF LIABILITY

The Website may link to other Internet websites and resources, including to the websites operated by affiliates, sponsors, advertisers and other third parties. The inclusion of any link to such websites does not imply the endorsement, affiliation, or recommendation by us of such other website(s), and is for your reference and convenience only. We have no control over such other websites or their policies and expressly disclaims all responsibility or liability in connection with such other websites or their contents (including the accuracy thereof). You should direct any concerns regarding any link or other website to the site administrator or webmaster of such other website. Linking to any third party website is at your own risk and subject to the terms and conditions of use of such third party website(s), which you should review carefully before engaging in any transactions on such website(s). You may create a hyperlink to the homepage of our Website, provided that (i) you do not create a link to any part of the Website other than the homepage; (ii) you do so in a way that is fair and legal and does not damage our reputation or portray the Website, the Content, us and/or our affiliates, or our products or services in any false, misleading, derogatory, or otherwise offensive manner; (iii) you do not establish a link from any website not owned by you; (iv) such link does not suggest any form of association, approval or endorsement on our part where none exists; (v) such link accurately displays the Website or Content in full (including all copyrights, trademarks, service marks, branding, advertising and promotional materials) and as originally displayed on the Website (without alteration of any kind); and (vi) you do not in any circumstance "frame" the Website or any of its Content on any other website. Any other use of the Website, Content or any intellectual properties of ours as part of any link to the Website without our express written permission are strictly prohibited. We reserve the right at any time, in our sole discretion, to withdraw the linking permission described in this paragraph without notice. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease.

ONLINE PURCHASES - TERMS OF SALE

All purchases through our Website or other transactions for the sale of products or services from or through the Website or as a result of visits made by you are governed by our Terms of Sale, which are hereby incorporated into these Terms of Use.

Please also refer to our FAQ web page, for more information.

PRODUCT INFORMATION

We have made every effort to display as accurately as possible the pricing and availability, colors, description of products, or other Content that appears on this Website. Unfortunately, it is not possible to ensure that the Website is completely free of human or technological errors. This Website may contain typographical mistakes, inaccuracies, errors or omissions, some of which may relate to pricing and availability, colors, description of products, or other Content on this Website. We reserve the right to correct any typographical mistakes, inaccuracies, errors or omissions -- including after an order has been submitted -- and to change or update information at any time without prior notice to you. Most of our products displayed on the Website are available in select Sandro stores in the United States and select foreign markets while supplies last. In some cases, merchandise displayed for sale on the Website may not be available in Sandro stores or may not accurately reflect inventory available for sale on the Website at that time. In-store pricing may sometimes differ from online prices and prices may change without notice. The prices displayed on the Website are quoted in USD. Dollars and are valid and effective only in the United States.

DISCLAIMER OF WARRANTIES

The website, including all content, software, functions, materials and information made available on or accessed through the website, is provided on an "as is", "as available" basis. Neither we, nor our affiliates, licensors, service providers (including suppliers), employees, agents, officers/directors/managers, and any other similarly situated persons (collectively, “associated persons”) make any warranty or representation of any kind, express or implied, with respect to the completeness, security, reliability, quality, accuracy or availability of the website, the content thereof, any product or service available through the website (including, without limitation, that the website, its content or any products or services obtained through the website will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that our website or the server(s) that make it available are free of viruses or other harmful components, and that the website or any products or services obtained through the website will otherwise meet your needs or expectations). To the fullest extent permissible by applicable law, we and our associated persons disclaim all representations, warranties, conditions, indemnities and guarantees as to the website, the content thereof or any product or service available through the website, whether express or implied, statutory, oral or written (including, without limitation, any and all implied warranties of merchantability, fitness for particular purpose, reasonable care, compatibility, security (including the transmission of sensitive information from, to or through the website or any linked site), satisfactory quality, title or non-infringement, in each instance with respect to the website or any content thereon). Your sole remedy for dissatisfaction with the website is to stop using the website. certain state laws do not allow the exclusion or limitation of certain warranties. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations of warranties may not apply to you, and you may have additional rights.

LIMITATION OF LIABILITY

The law of certain jurisdictions do not allow the exclusion or limitation of certain liabilities. If these laws apply to you, some or all of the below exclusions or limitations of liability may not apply to you, and you may have additional rights. To the fullest extent permitted by applicable law, under no circumstances shall we or our associated persons be liable for damages of any kind, under any legal or equitable theory, arising out of or in connection with your use, or inability to use, the website, any website linked to it, any content on the website or such other sites, or any products or services obtained through the website or such other sites (including any direct, indirect, special, incidental, consequential or punitive damages, including, without limitation, loss of revenue, loss of products, loss of business or anticipated business, loss of use, loss of goodwill, loss of data, even if we or our associated persons have been advised of the possibility of such damages. In no event shall our total liability and that of our associated persons to you for any cause arising out of or in any way connected with these terms of use or your use of the website (regardless of the form of action, whether in contract, tort, negligence or otherwise) exceed $100 in the aggregate.

APPLICABLE LAW AND JURIDICTION

Notwithstanding the foregoing, (1) if you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any court of competent jurisdiction, and (2) we reserve the right to bring an Action against you for a breach of these Terms of Use in your country of residence or any other relevant country. A printed version of the Terms of Use shall be admissible in judicial and administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We may provide notice to you relating to the Website and/or these Terms of Use by sending an e-mail to your last known e-mail address, and any such notice shall be deemed given and received on the day it is sent.

SEVERABILITY AND WAIVER

If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms of Use, and the remainder of these Terms of Use shall continue in full force and effect. No waiver or failure to exercise or enforce any right or provision of these Terms of Use shall be deemed a further or continuing waiver of such right or provision or any other right or provision.

ENTIRE AGREEMENT

These Terms of Use (including our Privacy Policy, Terms of Sale and any other documents or policies incorporated herein by reference) constitute the entire agreement between you and us with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website. The section headings used herein are for convenience only and shall not be given any legal import.

CONTACT US

If you have any questions about these Terms of Use or want to request permission to reproduce Content from this Website, please contact us in one of the following ways: E-mail us at: customercare@cs-us.sandro-paris.com; Mail us at: 44 Wall St, 12th Fl, New York, NY 10005; or call us at: 855.484.1820.