Terms and Conditions

TERMS OF USE

LEGAL TERMS (LAST UPDATED April 27th, 2022)

Welcome to the Ayda web site. Please review the following basic terms (this "Agreement") that govern your use of this web site or other Ayda digital experience (the "Site"). Please read the below terms carefully, because your use of the Site constitutes your agreement to these Terms of Use. THESE TERMS OF USE INCLUDE AN ARBITRATION AGREEMENT, WHICH IS SET FORTH BELOW. If you do not agree to these Terms of Use, you should not access or use the Site. Ayda, in its sole discretion and without notice to you, reserves the right to make changes to the Site and to these Terms of Use from time to time. When we make changes, we will post them here. You may wish to check this section from time to time, because by visiting the Site, you agree to accept any such changes.

This Site is operated and controlled by Ayda Brands, LLC (“Ayda”). Ayda grants you permission to view this Site and to download and print individual pages from this Site and, if applicable, to order products from this Site for your own personal, noncommercial use, provided that you agree to and accept without modification the notices, terms and conditions set forth in this Agreement. You may not modify, copy (except as set forth in the preceding sentence), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, material, software, products, or services from this Site. No right title or interest in any downloaded materials is transferred to you as a result of any such downloading, copying or printing.

Your use of this Site constitutes your agreement and acceptance without modification of the notices, terms and conditions set forth herein. If you do not agree and accept without modification the notices, terms and conditions set forth herein, do not use this Site. Your failure to follow these rules, whether listed herein or in bulletins posted at various points in the Site, may result in suspension or termination of your access to the Site, without notice, in addition to Ayda’s other remedies.

 

By accessing the Site, you agree not to use the Site in any way that is prohibited by these Terms of Use, including by using the Site in a way that is illegal or could give rise to civil liability or that could violate the security of the Site or otherwise cause injury to Ayda or any other party. Ayda reserves the right to take such action as it deems appropriate in such cases. For example, and without limitation, (1) you may not engage in unauthorized spidering, "scraping," or harvesting of content, or use any other unauthorized automated means to compile content or information; (2) take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure; use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any activity conducted on the Site or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network; (3) attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Site, or engage in any other conduct that restricts or inhibits any person from using or enjoying the Site, or that, in our sole judgment, exposes us or any of our users and or affiliates.

Ayda reserves the right to take such action as it deems appropriate to enforce its rights under these Terms of Use. Violations of system or network security may result in civil or criminal liability. Ayda may investigate and work with law enforcement authorities to prosecute users who violate the Terms of Use.

For example and without limitation, this Agreement also applies to any Ayda mobile application that may be offered by Ayda from time to time.

COPYRIGHTS AND TRADEMARKS

Unless otherwise noted, all materials including without limitation, logos, text, brand names, images, designs, photographs, graphics, music and sound, video clips and written and other materials that appear as part of this Site (including without limitation the trade name Ayda and this entire site) are copyrights, trademarks, service marks, trade dress and/or other intellectual property whether registered or unregistered (the "Intellectual Property") owned, controlled or licensed by Ayda, its affiliates and subsidiaries, its content providers, and others. This Site as a whole is protected by copyright and trade dress. Nothing on this Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Intellectual Property displayed or used on the Site, without the prior written permission of the Intellectual Property owner. Ayda aggressively enforces its intellectual property rights to the fullest extent of the law. The names and logos of Ayda and Ayda formatives (and any portion of this Site) may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior, written permission from Ayda. Ayda prohibits use of any logo of Ayda or any of its affiliates as part of a link to or from any site unless establishment of such a link is approved in advance by Ayda in writing. Fair use of Ayda’s Intellectual Property requires proper acknowledgment. Other product and company names mentioned in this Site may be the Intellectual Property of their respective owners.

Ayda owns a copyright in the selection, coordination, arrangement, and enhancement of all content on this Site, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. You may download copyrighted material for your personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication, or commercial exploitation of downloaded material will be permitted without the express permission of Ayda and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

You shall not submit, upload, post or otherwise make available on or to this Site any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to this Site (including without limitation any essays or other submissions in connection with contests or promotions), you automatically grant, or warrant that the owner of such material has expressly granted Ayda the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other user of the Site to access, view, store or reproduce the material for that user's personal use.

 

You hereby grant Ayda the right to edit, copy, publish and distribute any material submitted by you or made available on this Site by you. All essays, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered to Ayda on or by this Site or otherwise disclosed, submitted or offered in connection with your use of this Site, including, without limitation, postings in any chat room, if any (collectively, "Communication") shall be and remain the property of Ayda. Such disclosure, submission or offer of any Communication shall constitute an assignment to Ayda of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Communication. Accordingly, Ayda will own exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Communication. Ayda is not, and shall not be, under any obligation (1) to maintain any Communication in confidence; (2) to pay you or anyone else any compensation for any Communication; or (3) to respond to your Communication. You agree that no Communication submitted by you to this Site will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s). You further agree that no Communication submitted by you to this Site will be or contain libelous or otherwise unlawful, abusive, or obscene material. You are and shall remain solely responsible for the content of any Communication you make, and we are not responsible for any falsehoods or inaccuracies in the information you provide us through this site. You agree that Ayda may use and/or disclose information about your demographics and use of this Site in any manner that does not reveal your identity. You agree that Ayda may (but shall not be obligated to) send electronic mail to you for the purpose of advising you of changes or additions to this Site, about any of Ayda’s products or services, or for such other purpose(s) as Ayda deems appropriate.

THIRD PARTY ARTICLES

From time to time the Site may contain articles or content that we feel may be of interest to you. While we attempt to provide information that is accurate, we do not represent that all information contained in such articles or content is correct and the publishing of third party articles and content shall not in any event be deemed an endorsement by Ayda or any of its affiliates of the material contained therein. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, subscribers or any other user of this Site are those of the respective author(s) or distributor(s) and not of Ayda. Neither Ayda nor any third-party provider of information or content guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. In many instances, the content available through this Site represents the opinions and judgments of the respective information or content provider, subscriber, or other user not under contract with Ayda. Ayda neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on this Site by anyone other than authorized Ayda employee spokespersons while acting in their official capacities. Under no circumstances will Ayda or any of its affiliates be liable for any loss or damage caused by a subscriber's reliance on information obtained through this Site. It is the responsibility of a user to evaluate the accuracy, completeness or usefulness of any information, opinion, advice, or other content available through this Site.

Postings on this Site are made at such times as Ayda determines in its discretion. You should not assume that the information contained on this Site has been updated or otherwise contains current information. Ayda does not review past postings to determine whether they remain accurate, and information contained in such postings may have been superseded.

Ayda reserves the right to remove any postings to the Site's bulletin board that Ayda deems offensive, harassing, illegal or otherwise inappropriate. Posting of any message on the bulletin board does not imply any endorsement of the material in such posting. While Ayda will periodically review the posted materials and attempt to remove offensive postings, Ayda does not represent that such items will not be posted and shall have no liability with respect to any such postings. In addition, Ayda does not represent that postings will remain on the bulletin board for any period of time. The same may be removed by Ayda from time to time in Ayda's sole discretion. Ayda may, but is not obligated to, monitor any chat room activity and refuse access to any user Ayda determines, in its sole discretion, is not complying with the terms of use.

COPYRIGHT COMPLAINTS

Ayda respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Ayda's copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Ayda that your copyrighted material has been infringed.

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

2. A description of the copyrighted work that you claim has been infringed upon;

3. A description of where the material that you claim is infringing is located on the Site;

4. Your address, telephone number, and e-mail address;

5. A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Ayda's Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:

Copyright Agent

Ayda Legal Department

e-mail: legal@shopayda.com

This contact information is only for reporting claims of copyright infringement. Contact information for other matters is provided elsewhere on this Site.

REGISTRATION AND ACCOUNT CREATION

Ayda may at times require that you register and/or set up an account to use certain portions of the Site, or the Site as a whole. In order to do so, you may be provided, or required to choose, a password, User Id, and/or other registration information (collectively, "Registration Information"). You agree and represent that all Registration Information provided by you is accurate and up to date. If any of your Registration Information changes, you must update it by editing your Registration profile on the Service.

USE OF USER ID/PASSWORD

If you register and/or set up an account on the Site, you will be solely responsible for maintaining the confidentiality of your Registration Information. You may not authorize others to use the Site, and you are responsible for all use by you and those you allow to use the Site. You may not sub-license, transfer, sell or assign your Registration Information and/or this Agreement to any third party without our written approval. Any attempt to do so will be null and void and shall be considered a material breach of this Agreement.

You are solely responsible for all usage or activity on your account including, but not limited to, use of the account by any person who uses your Registration Information, with or without authorization.

LINKS TO THIRD-PARTY SITES

This Site may contain links to Sites owned or operated by parties other than Ayda. Such links are provided for your reference only. Ayda does not monitor or control outside Sites and is not responsible for their content. Ayda’s inclusion of links to an outside Site does not imply any endorsement of the material on the Site or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does Ayda's inclusion of the links imply that Ayda is authorized to use any trade name, trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the linked Site.

OTHER BUSINESSES

We may provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their Web sites. Ayda does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use. In addition, we may sell products and services of many different and unrelated retailers on this Site. We are not responsible for examining or evaluating, and we do not warrant the offerings or products of, any of these businesses, even if such offerings or products are purchased through us from this Site. Ayda does not assume any responsibility or liability for the actions, products, and content of all these and any other third parties and DISCLAIMS ALL WARRANTIES related to such products and offerings. You should carefully review their privacy statements, return policies and other conditions of use.

Our store is hosted on Shopify Inc. (“Shopify”). They provide us with the online e-commerce platform that allows us to sell our products to you, and provide payment services to us (e.g., credit card transaction processing, merchant settlement and related services). By purchasing any product, you agree to be bound by Shopify’s Payments Terms of Use, available at https://www.shopify.com/legal/terms-payments-us and Privacy Policy available at https://www.shopify.com/legal/privacy. You hereby consent to provide and authorize Ayda and Shopify to share any information and payment instructions you provide to the minimum extent required to complete payment transactions.

THE AYDA BUSINESS MAKES NO REPRESENTATION THAT CONTENT PROVIDED ON THIS SITE IS APPLICABLE OR APPROPRIATE FOR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES.

INDEMNITY

You agree to defend, indemnify and hold Ayda, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees if any materials you post on or through the Site result in a third-party claim that any information or material you provide infringes a third party proprietary right.

MERCHANDISE AVAILABILITY

Ayda prides itself in providing exclusive, quality merchandise. Availability of merchandise may vary at Ayda stores and on shopayda.com. Some featured items may be available only in limited quantities or only while supplies last. Once an item is out of stock, we will attempt to remove the item promptly from display on the Site. Display of an item on shopayda.com is not a guarantee that the item is currently in stock or that it will be available on our Site when you visit again. If you are unable to locate a particular item that caught your attention on a previous visit to our Site or if you have any questions concerning the availability of a particular item, please contact our Customer Service at support@shopayda.com. We will make every effort to fulfill your requests whenever possible.

SITE TRANSACTIONS/ORDER ACCEPTANCE

We do not authorize the purchase of our merchandise for resale purposes. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. To enforce this policy, 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 we make a change to 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.

Please note that there may be certain orders that we are unable to accept and must cancel. We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. For your convenience, you will not be charged until your payment method is authorized, the order information is verified for accuracy and your order is shipped (except for orders paid for with a Gift Card which are charged at the time you place your order, not when your order is shipped). We may also require additional verifications or information before accepting any order. We will contact you if all or any portion of your order is canceled or if additional information is required to accept your order. If your order is canceled after your credit card (or other payment account) has been charged, we will issue a credit to your credit card (or other applicable payment account) in the amount of the charge.

MERCHANDISE DISPLAY

We make every reasonable effort to display as accurately as possible the products shown on the Site. Unfortunately, various factors, including the display and color capabilities of your computer monitor or device screen, may significantly affect what you actually see. Ayda is not responsible for the display of any color, texture, or detail of its merchandise on your computer or device and cannot guarantee the accuracy thereof. However, if you are dissatisfied with any item you purchase from the Site, you may return or exchange it in accordance with our Return Policy.

CORRECTION OF ERRORS AND INACCURACIES

Despite our efforts, the information on the Site may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice (including as to orders of merchandise after you have submitted your order). Please note that if the Site has products for sale, such errors, inaccuracies, or omissions may relate to product description, pricing and availability. We apologize for any inconvenience this may cause you. If you are dissatisfied with your online purchase from the Site, you may return or exchange it in accordance with our Return Policy.

PRIVACY POLICY

Our use of personal information is governed by our Privacy Policy and your provision of personal information to us constitutes your acknowledgment of and acceptance of our Privacy Policy.

INTERNATIONAL USE

We control and operate the Site from the United States, and all information is processed within the United States. We do not represent that materials on the Site are appropriate or available for use in other locations. You agree to comply with all applicable laws, rules and regulations in connection with your use of the Site. It is possible that some software that may be downloaded from the Site is subject to government export control or other restrictions. By visiting and using our Site, you acknowledge these restrictions and agree that either you are not subject to them or you will comply with all applicable laws regarding the transmission of technical data exported from the United States.

CONTACTING US/FEEDBACK, POSTINGS AND COMMUNICATIONS

If you have any questions about this Agreement, please send us an email at legal@shopayda.com or write to us at: Ayda Brands, LLC, c/o Chief Counsel, 3652 Cadman Drive, Los Angeles, CA, 90027.

If you have any other questions about this Site, please send us an email at support@shopayda.com or write to us at: Ayda Brands, LLC, c/o Customer Service, 3652 Cadman Drive, Los Angeles, CA, 90027.

Although Ayda will in most circumstances be able to receive your email or other information provided through this Site (including, without limitation, service requests and other submissions), Ayda does not guarantee that it will receive all such email or other information timely and accurately and shall not be legally obligated to read, act on or respond to any such email or other information. Be aware that Internet email typically is not secure.

GENERAL INFORMATION

You agree that this Agreement and your use of this Site are governed by the laws of the State of California, USA. You hereby consent to the exclusive jurisdiction and venue of the courts, tribunals, agencies and other dispute resolution organizations in Los Angeles, California, USA, in all disputes (a) arising out of, relating to or concerning this Site and/or this Agreement, (b) in which this Site and/or this Agreement is an issue or a material fact, or (c) in which this Site and/or this Agreement is referenced in a paper filed in a court, tribunal, agency or other dispute resolution organization. Use of this Site is unauthorized in any jurisdiction that does not give full effect to all provisions of this Agreement, including without limitation this paragraph and the warranty disclaimers and liability exclusions above. Ayda has endeavored to comply with all legal requirements known to it in creating and maintaining this Site but makes no representation that materials on this Site are appropriate or available for use in any particular jurisdiction. Use of this Site is unauthorized in any jurisdiction where all or any portion of this Site may violate any legal requirements and you agree not to access this Site in any such jurisdiction. You are responsible for compliance with applicable laws. Any use in contravention of this provision or any provision of this Agreement is at your own risk and, if any part of this Agreement is invalid or unenforceable under applicable law, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall govern such use.

ARBITRATION AGREEMENT/CLASS-ACTION WAIVER/DISPUTE RESOLUTION CHOICE OF LAW

Any legal dispute between you and Ayda concerning or arising out of these Terms of Use and/or your use of the Site, any products or services sold or distributed through the Site, your participation in any program or service provided by Ayda, or any other dispute of any nature, shall be resolved through binding individual arbitration (hereafter, “Arbitration Agreement”). However, either you or Ayda may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim.

How Arbitration Works. Disputes will be resolved solely by binding arbitration before a sole arbitrator under the streamlined Arbitration Rules Procedures of JAMS Inc. ("JAMS") or any successor to JAMS. In the event JAMS is unwilling or unable to set a hearing date within fourteen (14) days of the filing of a "Demand for Arbitration", then either party can elect to have the arbitration administered by another mutually agreeable arbitration administration service who will hear the case. Unless you and Ayda agree otherwise, any arbitration hearing shall take place in the county of your residence. If you live outside the United States, any arbitration will take place in Los Angeles, California. We encourage you to contact us in advance of filing a claim for arbitration to see if the dispute can be settled prior to arbitration. Please contact us for such purpose at legal@shopayda.com or write to us at: Ayda Brands, LLC, c/o Chief Counsel, 3652 Cadman Drive, Los Angeles, CA, 90027.

Waiver of Right to Bring Class Action and Representative Claims. All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the dispute with the same remedies available in court, however, any relief must be individualized to you and shall not affect any other customer. You and Ayda also agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and Ayda hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration, to assert or participate in a private attorney general lawsuit or private attorney general arbitration, and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular cause of action, then that cause of action (and only that cause of action) must remain in court and be severed from any arbitration.

Arbitration Costs. Ayda will pay all filing, administrative, arbitrator and hearing costs and waives any rights it may have to recover an award of attorneys’ fees and expenses against you.

You and Ayda agree that, in the event that there are fifty (50) or more individual requests for arbitration of a similar nature filed against Ayda within an approximately thirty-day period (or otherwise in close proximity), JAMS will administer all such similarly situated arbitration demands on a collective basis as a single, consolidated arbitration (subject to a single set of fees, proceeding schedule, and, if required, hearing) before a single arbitrator in accordance with the requirements outlined elsewhere in this section, provided that – in the event that the arbitrator deems it impracticable or inequitable to administer all such claims collectively in a single arbitration – (s)he may group demands for arbitration into groups of not fewer than twenty (20) matters, plus a remainder group as needed (or as otherwise deemed by the arbitrator to be practicable, equitable, and in best keeping with the spirit of this provision) and arbitrate each group of matters as a single, consolidated arbitration (either structure a “Batch Arbitration”). You and Ayda agree (1) to work with JAMS in good faith to facilitate the resolution of disputes on a Batch Arbitration basis and (2) that requests for arbitration are of a “similar nature” if they arise out of the same event, agreement, or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Disagreements over the applicability of this Batch Arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. This Batch Arbitration provision shall in no way be interpreted as authorizing a class or collective arbitration or action of any kind, or any suit or arbitration involving joint or consolidated claims, under any circumstances other than those expressly set forth in this section.

Other Terms & Information. This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal law. To the extent state law applies to any aspect of these Terms, or to any disputes and claims that are covered by the Arbitration Agreement, the law of the State of California will govern. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.

You agree that Ayda may at any time and without notice change the terms, conditions, and notices under which this Site is offered.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Ayda as a result of this Agreement or your use of this Site.

Ayda’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Ayda’s right to comply with law enforcement requests or requirements relating to your use of this Site or information provided to or gathered by Ayda with respect to such use.

This Agreement constitutes the entire agreement between you and Ayda with respect to this Site. This Agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Ayda with respect to this Site. No modification of this Agreement shall be effective unless it is authored by Ayda or its affiliates, or unless it is physically signed by an Ayda officer. Any alleged waiver of any breach of this Agreement shall not be deemed to be a waiver of any future breach. A printed version of this Agreement and/or of any notice given by Ayda in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement or your use of this Site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained by Ayda in printed form.