Terms of Service

NEW MATTER BRAND, INC.

TERMS OF SERVICE

Last Updated on November 12, 2021

These Terms of Service (“Terms”) govern your use of the services provided by New Matter Brand, Inc. (“we”, “us”, “our”, or “Company”), including without limitation our website, or other digital or physical products, including our brand of men’s hair and skincare products, that link to or reference these Terms (collectively, the “Services”). These Terms are a binding legal agreement between you or the entity you represent (“you”) and Company. In these Terms, “you” and “your” refer to you, a user of the Services or products. A “user” is you or anyone who accesses, browses, or in any way uses the Services or products.

Please be aware that these Terms include, among other things, a binding arbitration provision that requires you to submit to binding and final arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. Please see Section 12, below.

These Terms refer to our Privacy Policy ([https://newmatter.com/pages/privacy-policy]), hereby incorporated by reference, which also applies to your use of the Services and which sets out the terms on which we process any personal data we collect from you, or that you provide to us. 

Please read these Terms carefully, as they may have changed. Though your access and use of the Services is governed by the Terms effective at the time, please note that we may revise and update these Terms from time to time in our discretion. If we make material changes to these Terms, as determined by us in our discretion, we will notify you by email or by posting a notice on our website prior to the effective date of the changes. These Terms are to ensure that you will use the Services only in the ways in which we intend for them to be used. 

By accessing or using the Services:

  1. You acknowledge that you have read, understood, and accept these Terms and any additional documents or policies referred to in or incorporated into these Terms, whether you are a visitor to our Services or a registered user; 
  2. If these Terms have materially changed since you last access or used the Services, you acknowledge and agree that your continued access or use of the Services constitutes your acceptance of the changed Terms;
  3. You represent and warrant that you are at least eighteen (18) years of age or you have the right, authority, and capacity to enter into these Terms. If you are under age 18, you may only use the Services with the consent of your parent or legal guardian. Please be sure your parent or legal guardian has reviewed and discussed these Terms with you;
  4. If you are accessing or using the Services on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity, (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of the Services as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors; and
  5. You consent to receive communications from us electronically, and you agree that such electronic communications, notices, and postings satisfy any legal requirements that such communications be in writing.
  1. Accessing the Site.

We grant you permission to access and use the Services subject to the restrictions set out in these Terms. It is a condition of your use of the Services that the information you provide is correct, current, and complete. Your use of the Services is at your own risk, including the risk that you may be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. You are responsible for making all arrangements necessary for you to have access to the Services. We may close your account, suspend your ability to use certain portions of the Services, cancel your orders, and/or ban you altogether from the Services for any or no reason, and without notice or liability of any kind. You are responsible for ensuring your access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges) and obtaining and maintaining all equipment necessary to access the Services.

  1. Account Registration and Account Security.

Some or all of the Services and certain features or functionalities, may require you to register an account with us. When you do, we may ask you to provide certain registration details or other information about yourself. All such information is subject to our Privacy Policy. You are responsible for maintaining accurate account information at all times, including a valid email address and billing information and updating such information as necessary. 

Once you have an account, you are responsible for all activities that occur in connection with your account. You will treat as confidential your account access credentials and will not to disclose it to any third-party. You agree to immediately notify us if you have any reason to believe that your account credentials have been compromised or if there is any unauthorized use of your account or password, or any other breach of security. We ask that you use particular caution when accessing your profile from a public or shared computer, or when using your account in a public space, such as a park or cafe or public library, so that others are not able to view or record your access credentials, financial information, or other personal information. Company will not be liable and you may be liable for losses, damages, liability, expenses, and lawyers’ fees incurred by us or a third party arising from someone else using your account due to your conduct regardless of whether you have notified us of such unauthorized use. 

We have the right to disable or close any user account at any time and for any reason or for no reason. 

  1. Prohibited Uses.

You may use the Services and products only for lawful purposes and in accordance with these Terms. 

You agree not to, and will not assist, encourage, or enable others to use the Services:

  • For any commercial purpose.
  • To violate any applicable national, regional, federal, state, local, or international law or regulation.
  • To create, send, knowingly receive, display, transmit, upload, download, use, or reuse any material which:
  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any other person;
  • Violate or assists in the violation of legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations, or that otherwise may be in conflict with these Terms and/or our Privacy Policy; or
  • Be likely to deceive or confuse any person.

 

Additionally, you agree not to, and will not assist, encourage, or enable others to:

  • Violate these Terms or any other rules or policies posted by us, which are hereby incorporated by reference.
  • Reverse engineer any portion of the Services or products.
  • Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services or products, except as expressly authorized by Company.
  • Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or products.
  • Record, process, harvest, collect, or mine information about other users.
  • Access, retrieve, or index any portion of the Services for purposes of constructing or populating a searchable database.
  • Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose.
  • Use the Services to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature (collectively, “Viruses”). 
  • Use the Services to violate the security of any computer network, crack passwords or security encryption codes.
  • Remove, circumvent, disable, damage, or otherwise interfere with any security-related features or other restrictions of the Services.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
  • Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Services.

 

The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing thirty (30) days’ prior written notice to us hello@newmatter.com, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion. 

  1.   IP Ownership; Content.  We own the Services, products, and all of our trademarks, logos, branding, and any other Content that we create in connection with the Services (“Company Content”), including proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with such Company Content and the Services (collectively, “Company IP”).  Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Company IP are retained by us.
    1. Copyright Infringement and Digital Millennium Copyright Act.

We respect the intellectual property rights of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, in appropriate circumstances and in our sole discretion, we may terminate the rights of any user to use the Services (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information to the “Copyright Agent”: 

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
  • A description of the copyrighted work that you claim has been infringed upon.
  • A description of where the material that you claim is infringing is located on the Services.
  • Your address, telephone number, and email address.
  • A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and/or the law. 
  • 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. 

All notices of copyright infringement claims should go to our Copyright Agent at hello@newmatter.com. 

  1. Payment; Fees. You shall pay the fees set forth on the confirmation page for any of your purchases you make on or through the Services. For any recurring payments, you hereby authorize Company to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred.  If Company chooses to bill through invoice, you shall pay to Company the amounts set forth on the applicable invoice within 30 days of the invoice receipt date. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

While the Company takes what it believes to be reasonable efforts to ensure secure transmission of your information to the third-party service provider that assesses and processes payment(s), the Company is not responsible for any fees or charges assessed by third party service providers, or any errors in the processing of payment(s) by third party service providers, including any errors that result from third-party negligence, improper transmission of payment information, your mistaken submission of payment information, or your submission of erroneous payment information.  Your sole recourse is with the third-party service provider which processed the payment(s).

  1. Links to other Sites.

If there are other websites and resources linked to on the Services, these links are provided only for the convenience of our users. We have no control over the contents of those websites or resources, and therefore cannot accept responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the Terms and conditions of use for such websites.

  1. HIPAA.  

The Health Insurance Portability and Accountability Act (“HIPAA”) imposes rules to protect certain personal health information.  You should not share any protected health information, or any information that relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual.  The Services and this site are not intended to be used to communicate protected health information, nor comply with HIPAA. If you do share any protected health information, you do so at your own risk.

  1. Sales, Pricing & Orders; No Guarantee of Service.

Shopify, Inc. hosts and provides the e-commerce platform for our online store.  Prices for our products are subject to change without notice.  We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Services. Although we hope to make the Services available at all times in the future, there may be times when we need to disable the Services either temporarily or permanently. The Services and products may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Services. We cannot and do not make any representations or warranties with respect to the devices you use to access or use the Services, including with respect to device compatibility.

If a product or Service is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, we retain the right to refuse or cancel any orders placed for such a product or Service listed at the incorrect price. We retain the right to refuse or cancel any such orders regardless of whether the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we will promptly issue a credit to your credit or debit card account of the price you have paid.

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole discretion, appear to be placed by dealers, resellers or distributors.

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

  1. Disclaimer of Warranties.

COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU FURTHER WAIVE AND HOLD HARMLESS COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY INFORMATION PROVIDED BY THE COMPANY IN CONNECTION WITH THE SERVICES IS PROVIDED FOR INFORMATIONAL USE ONLY AND DOES NOT CONSTITUTE AND SHALL NOT BE CONSTRUED AS ANY ADVICE OR RECOMMENDATIONS OF ANY NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO MEDICAL ADVICE.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, (1) CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY" AND (2) NEW JERSEY RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF THE TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT (X) SECTION 15, WHICH STATES, AMONG OTHER THINGS, THAT “NO SELLERS…SHALL IN THE COURSE OF HIS BUSINESS OFFER TO ANY CONSUMER OR PROSPECTIVE CONSUMER OR ENTER INTO ANY WRITTEN CONSUMER CONTRACT OR GIVE OR DISPLAY ANY WRITTEN CONSUMER WARRANTY, NOTICE OR SIGN…WHICH INCLUDES ANY PROVISION THAT VIOLATES ANY CLEARLY ESTABLISHED LEGAL RIGHT OF A CONSUMER OR RESPONSIBILITY OF A SELLER…” AND (Y) SECTION 16, WHICH STATES, AMONG OTHER THINGS, THAT “…NO CONSUMER CONTRACT, NOTICE OR SIGN SHALL STATE THAT ANY OF ITS PROVISIONS IS OR MAY BE VOID, UNENFORCEABLE OR INAPPLICABLE IN SOME JURISDICTIONS WITHOUT SPECIFYING WHICH PROVISIONS ARE OR ARE NOT VOID, UNENFORCEABLE OR INAPPLICABLE WITHIN THE STATE OF NEW JERSEY…”. YOU HEREBY WAIVE, AS APPLICABLE, THESE SECTIONS OF THE CALIFORNIA CIVIL CODE AND NEW JERSEY TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISIONS.

  1. Limit of Liability. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THE SERVICES. COMPANY’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO FEES ACTUALLY PAID BY YOU IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED U.S. DOLLARS ($100). THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

  1. Indemnification.

You shall indemnify and hold harmless Company, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from (a) your violation of these Terms, (b) your use of the Services or products, (c) any Content or reviews that you provide, (d) your violation of any third party right, (e) your breach of applicable law,  or (f) your negligence or willful misconduct. 

  1. Governing Law. 

This Agreement shall be governed by the laws of the State of California, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California.

  1. Arbitration and Class Action Waiver.
    1. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. For any dispute with Company, you agree to first contact us at hello@newmatter.com and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco County, California, unless you and Company agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
    2. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND
  2. General Terms.

These Terms constitute the sole and entire agreement between you and Company with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services. No waiver of these Terms by Company shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. The Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with Company’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. The section titles in the Terms are for convenience only and have no legal or contractual effect.

  1. Contact.

All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: hello@newmatter.com. By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third-parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development that is owned by us, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback.

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