Last updated: December 8, 2025
FIGS Awesome Humans Foundation Terms & Conditions
SECTION 24 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE WEBSITE AND THE FOUNDATION’S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 24.
The following Terms and Conditions (together with the Guidelines (as defined below), the “Terms”) apply to your use of and access to www.wearfigs.com/pages/awesome-humans-foundation and its associated websites, features, content, materials, products and/or services (collectively, the “Website”), which is owned and/or operated by The FIGS Awesome Humans Foundation, a 501(c)(3) public charity (“The Foundation”, “us” or “we”). These Terms represent a legally binding agreement between you, an individual user or a single entity (“you” or “User”), and The Foundation regarding your use of the Website. Together, Users and The Foundation are each referred to herein individually as a “Party” or collectively as the “Parties”. If you are a User residing in the European Union (including the United Kingdom, irrespective of its European Union membership status) (“EU Users”), certain parts of these Terms will not apply (as specified in the EU Terms) and the EU Terms (as defined in paragraph 26) will apply instead in respect of those parts (the Terms and, where relevant, the EU Terms, together, the “Combined Terms”).
When using the Website, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time on the Website (the “Guidelines”). All Guidelines are hereby incorporated by reference into these Combined Terms. If you use the Website on behalf of a company, organization, or other entity, then (a) “Users” includes you and that entity, (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Combined Terms, and that you agree to these Combined Terms on the entity’s behalf, and (c) your entity is legally and financially responsible for your use of the Website as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.
BEFORE USING THE WEBSITE, PLEASE READ THE FOLLOWING CAREFULLY.
BY REGISTERING FOR AND/OR ACCESSING, BROWSING, OR USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING COMBINED TERMS AND REPRESENT TO US THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO AND AGREE TO THESE COMBINED TERMS. IF AT ANY TIME YOU DO NOT AGREE TO THESE COMBINED TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE WEBSITE.
BY USING ANY OF THE SERVICES, YOU AGREE TO THESE COMBINED TERMS.
1. Eligibility. You are prohibited from using the Website unless you are over the age of 16. If you are over the age of 16 but under 18 years of age, you are only permitted to use the Website if your parent or guardian accepts these Terms on your behalf prior to use of the Website.
2. Privacy Notice. Your privacy is important to The Foundation. Please read the Website’s Privacy Policy carefully for information relating to The Foundation’s collection, use, and disclosure of your personal information.
3. Modification of the Combined Terms. We reserve the right, at our discretion, to change, modify, add, or remove portions of these Combined Terms at any time for any reason, in which case we will change the “Last Updated” date set forth above. In the event of a material change, we will use reasonable efforts to notify you via the most recent e-mail address that you have provided to us in conjunction with your account. Please check these Combined Terms periodically for changes. Your continued use of the Website after the posting of changes to the Combined Terms constitutes your binding acceptance of such changes. If you do not agree with the modifications to the Combined Terms, then please do not access or use the Website. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Combined Terms.
4. Website Access and Linking. The Website is controlled and offered by The Foundation from its facilities in the United States of America. We make no representations that the Website is appropriate or available for use in other locations. If you are accessing or using the Website from other jurisdictions, you are responsible for compliance with local law. To the extent allowed in the jurisdiction where you are located, you waive your right to assert claims or avail yourself of protections afforded you in that jurisdiction which are not available in the United States of America.
5. Ownership; Proprietary Rights.
(a) General. The Website, including the content, text, visual interfaces, interactive features, audio, video, audio-visual material, information, graphics, design, compilation, computer code, copyright, products, software, services, proprietary information, service marks, trademarks, trade names, distinctive information such as logos, the selection, sequence, “look and feel” and arrangement of items, and all other elements of the Website that are provided by us (“Foundation Materials”), are owned and/or licensed to us, and are legally protected, without limitation, under U.S. federal and state laws and regulations, as well as applicable foreign laws, regulations and treaties. Foundation Materials do not include Non-Foundation Content (as defined below). Except as expressly authorized by us, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Website or the Foundation Materials. We reserve all rights not expressly granted in these Combined Terms. You shall not acquire any right, title, or interest to the Foundation Materials, except for the limited rights expressly set forth in these Combined Terms.
(b) Downloadable Software. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Website, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Website for the sole purpose of enabling you to use the Website as permitted by these Terms. Your access and use of the Website may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Website or other actions that we, in our sole discretion, may elect to take. We reserve the right to alter or revoke the license at any time by providing reasonable notice to you. Upon receiving notice of revocation, you must promptly destroy all copies of the software in your possession and/or residing on systems under your control. The limited rights granted to you to access and use such software comprise a limited license and do not constitute the sale of any software program. You do not own the downloaded software, and we do not transfer ownership of the software to you. We retain full ownership of and title to the downloaded software and all intellectual property rights related to such software. Other than as permitted by, or to the extent that any restriction is not permissible under, applicable law, you may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the software to a human-perceivable form (except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation). Software that is downloaded from the Website may be subject to export control laws. If you download software from the Website, you represent and warrant to us that you are not acting in violation of those laws.
6. User Content.
(a) General. The Website may now or in the future permit you and other Users to post or link media, text, audio and video recordings, photos, graphics, commentary or other information or content (“User Content”), and to host and/or share such User Content. User Content is not controlled by The Foundation. We make no representations that your User Content will remain available via the Website in any way. We may remove your User Content at our sole discretion. YOU UNDERSTAND THAT ANY USER CONTENT THAT YOU POST FOR VIEWING ON THE WEBSITE IS MADE PUBLICLY AVAILABLE TO OTHER USERS OF THE WEBSITE, AND THE FOUNDATION DOES NOT GUARANTEE ANY CONFIDENTIALITY WITH RESPECT TO ANY SUCH USER CONTENT, NOR DOES IT GUARANTEE THAT YOUR INTELLECTUAL OR PROPRIETARY RIGHTS IN SUCH USER CONTENT WILL NOT BE INFRINGED OR MISAPPROPRIATED.
(b) Grant of Rights. By submitting User Content to The Foundation, you hereby grant us and our affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, transferable license, with the right to grant and authorize sublicenses (including to other Users), to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, perform, and otherwise exploit your User Content in connection with the Website and The Foundation’s (and its successor’s, transferees’, sublicensees’ and their respective affiliates’) business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels or through merchandising. You grant us and our affiliates, transferees and sublicensees (and their respective affiliates) the right to use the name that you submit in connection with such User Content if they choose. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You also hereby grant to each user of the Website a non-exclusive license to access your User Content through the Website, and to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, and perform such User Content as permitted by the functionality of the Website and these Combined Terms. The above licenses granted by you in User Content you submit to the Website shall be perpetual and irrevocable, except that with respect to any User Content that you have removed or deleted while maintaining your Website user account, or any User Content following any deactivation or deletion of your Website user account, you may specifically notify us regarding the termination of the foregoing license from you to The Foundation, specifically identifying the item(s) of User Content to which such termination applies, in which case the foregoing license will terminate within a commercially reasonable time after you provide such notice to us. You understand and agree, however, that even following such termination, we may retain, but not display or perform, server copies of such User Content. Notwithstanding anything to the contrary herein, the above licenses granted by you in user comments you submit are perpetual and irrevocable.
(c) Your Representations and Warranties Regarding User Content. You shall be solely responsible for your own User Content and the consequences of posting such Content. In connection with User Content, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize us to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Content to enable inclusion and use of User Content in the manner contemplated by The Foundation and these Combined Terms, and to grant the rights and license set forth in this Section, (ii) your User Content is true and accurate, and (iii) our use of such User Content pursuant to these Combined Terms, and our exercise of the license rights set forth in this Section, do not and will not: (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (B) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (C) violate any applicable law or regulation.
(d) Prohibited Uses of User Content. Except as otherwise permitted by these Combined Terms, in connection with your User Content, you further agree that you will not publish, post, submit, transmit through or otherwise make available to the Website: (i) any falsehoods or misrepresentations that could damage The Foundation or any third party; (iii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, racially or ethnically offensive or otherwise objectionable, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iv) advertisements or solicitations of business, products, or services; or (v) any material that would be harmful to minors in any manner.
(e) No Responsibility for User Content. With the exception of the limited license granted above, we do not obtain or control any rights in, and do not exert editorial control over, User Content. Nothing herein obligates us to verify, and we have not necessarily verified, the representations and warranties made by Users with respect to such User Content.
7. Non-Foundation Content Disclaimer. You understand that when using the Website you will be exposed to User Content, advertising and other third party content (together, the “Non-Foundation Content”) from a variety of sources, and that you may be exposed to Non-Foundation Content that is inaccurate, offensive, indecent, or otherwise objectionable. The Foundation does not endorse any Non-Foundation Content or any opinion, recommendation, or advice expressed therein. UNDER NO CIRCUMSTANCES WILL THE FOUNDATION BE LIABLE IN ANY WAY FOR OR IN CONNECTION WITH THE NON-FOUNDATION CONTENT, INCLUDING, BUT NOT LIMITED TO, FOR ANY INACCURACIES, ERRORS OR OMISSIONS IN ANY NON-FOUNDATION CONTENT, ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION WITH REGARD TO ANY NON-FOUNDATION CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY NON-FOUNDATION CONTENT POSTED, EMAILED OR OTHERWISE DISPLAYED OR TRANSMITTED THROUGH THE WEBSITE.
8. Non-Monitoring of Users and Non-Foundation Content. You understand that you, and not The Foundation, are entirely responsible for all User Content that you upload, post, e-mail, transmit or otherwise make available through the Website. We do not control Non-Foundation Content posted by Users or otherwise made available by other persons or entities and does not have any obligation to monitor such Non-Foundation Content for any purpose. If at any time we choose, in our sole discretion, to monitor the Non-Foundation Content, we nonetheless assume no responsibility for the Non-Foundation Content, no obligation to modify or remove any inappropriate Non-Foundation Content, no obligation to continue to monitor the Non-Foundation Content and no responsibility for the conduct of the User or other person or entity submitting any such Non-Foundation Content. You agree that you must evaluate, and bear all risks associated with the use of any User Content or other Non-Foundation Content, including any reliance on the accuracy, completeness, usefulness, non-infringement or legality of such User Content or other Non-Foundation Content.
9. Removal of Non-Foundation Content. The Foundation and its designees shall have the right (but not the obligation) in their sole discretion to refuse to post, or to remove or disable access to, any Non-Foundation Content that is available on the Website in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.
10. Prohibited Uses of the Website.
(a) As a condition of your use of the Website, you hereby represent and warrant that you will not use the Website for any purpose that is unlawful or prohibited (including, without limitation, the prohibitions in this Section) by these Combined Terms.
(b) Any use by you of any of the Foundation Materials and Website other than for your personal use is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Website, use of the Website, access to the Website, or Non-Foundation Content obtained through the Website, for any purpose other than for your personal use.
(c) You agree not to use the Website if you do not meet the eligibility requirements described in Section 1 above.
(d) You agree not to defame, harass, abuse, threaten, stalk or defraud Users of the Website, or collect, or attempt to collect personal information about Users or third parties without their consent.
(e) You agree not to intentionally interfere with or damage, impair or disable the operation of The Foundation or any User’s enjoyment of it by any means, including but not limited to uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code, or placing a disproportionate load on the Website with the intended result of denying service to other Users.
(f) You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of any part of the Website, or features that enforce limitations on the use of the Website.
(g) You agree not to attempt to gain unauthorized access to the Website or any part of it, other accounts, computer systems or networks connected to the Website or any part of it, through hacking, password mining or any other means or overburden, disrupt, interfere or attempt to interfere with the proper working of the Website or any activities conducted through the Website.
(h) You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website. You agree neither to modify the Website in any manner or form (other than contributing User Content as enabled by the Website’s functionality and in accordance with these Combined Terms), nor to use modified versions of the Website, including (without limitation) for the purpose of obtaining unauthorized access to the Website.
(i) You agree that you will not use any robot, spider, scraper, or other automated means to access, scrape, mine, extract, collect or copy information from, the Website for any purpose without our express prior written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Website.
(j) You agree not to utilize framing techniques to enclose any trademark, logo, or other Foundation Materials without our express prior written consent. You agree not to use any meta tags or any other “hidden text” utilizing The Foundation’s name or trademarks without The Foundation’s express prior written consent.
(k) You agree not to use any of The Foundation’s logos, graphics, or trademarks as part of the link without our express prior written consent.
(l) You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Website. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
(m) You agree not to reverse engineer, decompile, disassemble, decode or otherwise attempt to discover the source code of the Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(n) You agree not to modify, adapt, translate, or create derivative works based upon the Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(o) You agree not to impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
(p) You agree not to use the Website in any way that would affect us adversely or reflect negatively on us, the Website, or the singers or celebrities featured on the Website, our goodwill, our employees or moderators, our name or reputation, or discourage any person, firm or enterprise from using all or any portion, features or functions of the Website, or from advertising, linking or becoming a supplier to us in connection with the Website.
Unauthorized or prohibited use of the Website or the Foundation Materials may subject you to civil liability, criminal prosecution, or both under federal, state and applicable local laws in other countries.
11. Account Information and Purchases.
(a) In order to access some features of the Website, you may have to create an account. You may cancel your account with us at any time by emailing: [email protected]. We reserve the right to immediately terminate your account in our sole discretion, and without prior notice to you if you violate the Combined Terms or if we otherwise believe it is necessary to protect our interests or the interests of others.
(b) You acknowledge, consent, and agree that we may access, preserve and disclose your account information and User Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms; (c) respond to any claim that User Content violates the rights of third parties; (d) provide certain customized features of the Website to you, if any; (e) respond if you contact us for any reason; or (f) protect the rights, property, or personal safety of The Foundation, its other Users, and the public. Some aspects of the Website, including any online store located on the Website (the “Store”), may require you to pay a fee, the details of which are available in various areas of the Website that feature the ability to purchase products, features or services. You agree to pay all fees and applicable taxes incurred by you or anyone using your account. We may revise the pricing for products, services or features offered through the Website and the Store at any time. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. If there is a dispute regarding payment of fees to, or products or services provided by, us, your account may be closed without warning or notice at our sole discretion. EXCEPT AS OTHERWISE SET FORTH IN ANY RETURN POLICY OR CANCELLATION POLICY APPLICABLE TO THE STORE OR ANY OF OUR OTHER FEE-BASED PRODUCTS, SERVICES OR FEATURES, YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES FOR FEE-BASED PRODUCTS, SERVICES OR FEATURES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.
(c) No Delivery to Children. In furtherance of our policy of not collecting personal information from persons under the age of 16, Users are not allowed to give us the personal information of any persons under the age of 16 for delivery or shipping purposes or any other reason.
12. Password. If you register you may be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you shall immediately notify The Foundation. YOU ARE SOLELY LIABLE FOR LOSSES INCURRED BY YOU, US OR OTHERS DUE TO ANY UNAUTHORIZED USE OF YOUR ACCOUNT.
13. Dealings with Advertisers and other Users.
(a) Your correspondence or business dealings with, or participation in promotions of, advertisers and other Users found on or through the Website are solely between you and such advertiser or User.
(b) YOU AGREE THAT WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS OR USERS ON THE WEBSITE.
14. Links and Third Party Websites.
(a) Linking to the Website. You agree that if you include a link from any other web site to the Website, such link may open in a new browser window and shall link to the full version of an HTML formatted page of the Website. You are not permitted to link directly to any image hosted on the Website, such as using an “in-line” linking method to cause the image hosted on the Website to be displayed on another web site. You agree not to download or use images hosted on the Website on another website, for any purpose, including, without limitation, posting such images on another web site. You agree not to link from any other web site to the Website in any manner such that the Website, or any page of the Website, is “framed,” surrounded or obfuscated by any third-party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Website be discontinued, and to revoke your right to link to the Website from any other web site at any time.
(b) Reference Sites. The Foundation, Users and other third parties may provide links on the Website to other sites, including the content therein (“Reference Sites”). We have no control over such Reference Sites or their content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Reference Sites or other content linked to by the Website. We provide links to you only as a convenience, and the inclusion of any link on the Website does not imply our affiliation, endorsement, or adoption of the linked Reference Site or other content or any information therein. If you choose to correspond or engage in transactions with any other person, organization or business found on or through the Website, you acknowledge and agree that we are not a party to, and will not be responsible for, your interaction with such person, organization or business, including its treatment of your information, your User Content, and/or the terms and conditions applicable to any transaction between you and such third party. You agree that we have no responsibility or liability for any loss or damage of any kind that you may suffer as the result of any such interaction or the presence of such person, organizations or businesses on the Website. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, CONTENT, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. The Combined Terms do not govern your use of any site other than the Website. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.
(c) Purchases on Third Party Websites. In addition to purchases at the Store, the Website may permit you to make purchases of products or services, including through third party websites. The terms associated with your transactions for these services and or products are subject to the terms and conditions and privacy policies of the third party websites. If you have problems or questions regarding a transaction with a third party website, please contact the third party website directly.
15. Service Availability. We may make changes to or discontinue any of the media, web communities, products, or services available within the Website at any time, and without notice. The media, products, or services on the Website may be out of date, and we make no commitment to update these materials on the Website.
16. Feedback. You agree that any feedback, analysis, suggestions and comments to The Foundation provided by you regarding the Website (collectively, “Feedback”) will become our property. IN CONSIDERATION OF THE FOUNDATION PROVIDING ACCESS TO THE WEBSITE FREE OF CHARGE OR, IN THE CASE OF FEEDBACK PROVIDED USING FEATURES OF THE WEBSITE FOR WHICH YOU MUST PAY A FEE, THEN AS FURTHER CONSIDERATION FOR YOUR ACCESS TO SUCH FEATURES, USER HEREBY ASSIGNS TO THE FOUNDATION ALL RIGHT, TITLE AND INTEREST, INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS, IN AND TO THE FEEDBACK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, USER AGREES THAT WE SHALL HAVE THE PERPETUAL, IRREVOCABLE AND WORLDWIDE RIGHT TO USE, COPY, DISPLAY, PERFORM, TRANSLATE, MODIFY, LICENSE, SUBLICENSE AND OTHERWISE EXPLOIT ALL OR PART OF THE FEEDBACK OR ANY DERIVATIVE THEREOF IN ANY EMBODIMENT, MANNER OR MEDIA NOW KNOWN OR HEREAFTER DEVISED WITHOUT ANY REMUNERATION, COMPENSATION OR CREDIT TO USER. User represents and warrants that User has the right to make the foregoing assignment and to grant us the rights granted under this Section 16 and that any Feedback which is provided by User to us does not infringe any third-party intellectual property rights. Notwithstanding the foregoing assignment, The Foundation grants to you a non-exclusive, non-transferable, non-sublicensable, world-wide, perpetual and irrevocable license to use the Feedback for your own personal, non-commercial purposes that do not compete, directly or indirectly, with our use of such Feedback.
17. User Disagreements. You are solely responsible for your involvement with other Users of the Website. We reserve the right, but has no obligation, to monitor disagreements between you and other Users. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL LIABILITY RELATED TO ANY USER DISAGREEMENT. YOU AGREE THAT THE FOUNDATION’S RESOLUTION OF ANY SUCH DISPUTES WILL BE FINAL AND BINDING.
18. Terms and Conditions Violations; Termination. You agree that The Foundation, in its sole discretion, may terminate any account (or any part thereof) you may have through the Website or your use of the Website, and remove and discard all or any part of your account or any User Content. You agree that your access to the Website or any account you may have or portion thereof may be terminated without prior notice, and you agree that we shall not be liable to you or any third party for any such termination. These remedies are in addition to any other remedies The Foundation may have at law or in equity.
19. Indemnification; Hold Harmless. SUBJECT TO THE NEXT PARAGRAPH, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE FOUNDATION, AND ITS PARENT, SUBSIDIARIES, AFFILIATES OR ANY RELATED COMPANIES (INCLUDING THOSE WHICH SHARE SUBSTANTIALLY COMMON OWNERSHIP), AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF ANY OF THEM FROM ANY AND ALL CLAIMS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF (I) YOUR USE OR MISUSE OF THE WEBSITE; (II) YOUR USER CONTENT, INCLUDING THE FOUNDATION’S USE, DISPLAY OR OTHER EXERCISE OF ITS LICENSE RIGHTS GRANTED HEREIN WITH RESPECT TO YOUR USER CONTENT; (III) YOUR VIOLATION OF THESE TERMS; (IV) YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY, INCLUDING CLAIMS THAT ANY USER CONTENT INFRINGES OR VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; (V) YOUR BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS; AND (VI) ANY UNAUTHORIZED USE OF YOUR ACCOUNT NOT CAUSED BY THE FOUNDATION. THE FOUNDATION RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER GIVING RISE TO YOUR INDEMNIFICATION OBLIGATIONS WITHOUT THE PRIOR WRITTEN CONSENT OF THE FOUNDATION. THE FOUNDATION WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.
20. Disclaimers; No Warranties.
(a) ACKNOWLEDGMENT. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 20, AND SECTIONS 21, 22 AND 24 BELOW, THE TERM THE FOUNDATION INCLUDES THE FOUNDATION’S PARENT, SUBSIDIARY, AFFILIATED AND OTHER RELATED COMPANIES (INCLUDING THOSE WHICH SHARE SUBSTANTIALLY COMMON OWNERSHIP) AND EACH OF THEIR OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS AND SUBCONTRACTORS.
(b) NO WARRANTIES. SUBJECT ALWAYS TO SECTION 22(A), THE FOUNDATION DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE FOUNDATION OR THROUGH THE WEBSITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
(c) “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS.” YOU EXPRESSLY AGREE THAT THE USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE, USER CONTENT, NON-FOUNDATION CONTENT, AND ANY OTHER THIRD-PARTY MEDIA, CONTENT, SOFTWARE, GOODS, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
(d) WEBSITE OPERATION AND NON-FOUNDATION CONTENT. THE FOUNDATION DOES NOT WARRANT THAT THE FOUNDATION MATERIALS, USER CONTENT, NON-FOUNDATION CONTENT, WEBSITE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE WEBSITE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
(e) ACCURACY. THE FOUNDATION DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
(f) HARM TO YOUR COMPUTER. YOU UNDERSTAND AND AGREE THAT YOUR USING, ACCESSING, DOWNLOADING, OR OTHERWISE OBTAINING INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE USE OR DOWNLOAD OF, OR OTHER ACCESS TO SUCH MATERIAL OR DATA.
21. Limitation Of Liability And Damages.
(a) LIMITATION OF LIABILITY. SUBJECT ALWAYS TO SECTION 22(a), UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE FOUNDATION OR ITS THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OF, OR THE INABILITY TO USE, THE FOUNDATION MATERIALS AND USER CONTENT ON THE WEBSITE OR ANY REFERENCE SITES, THE WEBSITE ITSELF, OR ANY OTHER INTERACTIONS WITH THE FOUNDATION, EVEN IF THE FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) LIMITATION OF DAMAGES. SUBJECT ALWAYS TO SECTION 22(a), IN NO EVENT SHALL THE FOUNDATION OR ITS THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WEBSITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF ONE HUNDRED DOLLARS (USD $100) OR ONE-HALF OF THE ANNUAL FEES PAID BY YOU TO THE FOUNDATION (IF APPLICABLE) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THAT SUCH CLAIM AROSE.
(c) THIRD PARTY PRODUCTS AND SERVICES. SOME USERS MAY USE THE WEBSITE TO MARKET PRODUCTS AND/OR SERVICES. THE ABOVE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SUCH PRODUCTS OR SERVICES MARKETED, SOLD OR PROVIDED BY USERS, OR OTHERWISE BY THIRD PARTIES OTHER THAN THE FOUNDATION AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE WEBSITE OR THIRD PARTY SITES, INCLUDING WITHOUT LIMITATION ANY REFERENCE SITES.
22. Limitations By Applicable Law; Basis Of The Bargain.
(a) LIMITATIONS BY APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON, OR DISCLAIMERS OF, IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS, DISCLAIMERS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS, DISCLAIMERS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
(b) BASIS OF THE BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT THE FOUNDATION HAS OFFERED ITS PRODUCTS AND SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE FOUNDATION, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE FOUNDATION. YOU ACKNOWLEDGE AND AGREE THAT THE FOUNDATION WOULD NOT BE ABLE TO PROVIDE THE WEBSITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
23. Digital Millennium Copyright Act Compliance.
(a) Infringement Claims. If you are a copyright owner or an agent thereof, and believe that any User Content or other Non-Foundation Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative listing of such works or a link or URL to all such works;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity on the Website and that is to be removed or access to which is to be disabled, including information reasonable sufficient to allow use to located such material on the Website (such as a link or URL);
(iv) Information reasonably sufficient to permit The Foundation to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(v) A statement that you as the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The Foundation’s designated Copyright Agent to receive notifications of claimed infringement is:
DMCA Agent
The FIGS Awesome Humans Foundation, Inc.
2834 Colorado Avenue, Suite 100
Santa Monica, CA 90404
Email: [email protected]
Phone: 310-504-3709
FAILURE TO INCLUDE ALL OF THE ABOVE INFORMATION, ESPECIALLY SPECIFIC INFORMATION ABOUT WHERE INFRINGING CONTENT MAY BE FOUND, WILL RESULT IN A DELAY IN THE PROCESSING OF YOUR INFRINGEMENT NOTIFICATION AND MAY RESULT IN YOUR HAVING TO REPEAT SOME OR ALL OF THE ABOVE PROCESS.
(b) Notice and Takedown. If we receive proper notification of claimed copyright infringement, we will respond expeditiously by removing, or disabling access to, the material that is claimed to be infringing, as described below, or to be the subject of infringing activity. We will also comply with the appropriate provisions of the DMCA or local laws where applicable as per para (e) below in the event a counter-notification is received, as described below.
We may, at our discretion, deny access to the Website by, or disable and/or terminate the accounts of, Users who may be infringers (including repeat infringers).
(c) Copyright Counter-Notices. If content you posted on the Website was removed for copyright or intellectual property infringement, and you would like to dispute that removal, the process for counter-notifications, which is governed by Section 512(g) of the DMCA, is as follows:
(i) To file a counter-notification with us, you must provide our Copyright Agent, at the address set forth above, with a written communication that sets forth the items specified below.
(ii) Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination, in appropriate circumstances, of the accounts of (or access privileges by) Users who are infringers. Accordingly, if you are not sure whether certain material infringes your copyright or the copyrights of others, we suggest that you first contact an attorney.
(d) Elements of Counter-Notification. To expedite our ability to process your counter- notification, please use the following format (including section numbers):
(i) Identify the specific URLs of (or other information sufficient to allow us to identify) material that The Foundation has removed or to which The Foundation has disabled access.
(ii) Provide your full name, address, telephone number, email address and, if you are a registered User, the User name of your account with the Foundation.
(iii) Provide a statement that you consent to the jurisdiction of the Central District of California and the Federal District Court for the judicial district in which your address is located (if your address is outside of the U.S.A.), and that you will accept service of process from the person who provided notification to our Copyright Agent in accordance with the process outlined above, or an agent of such person.
(iv) Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
(v) Sign the notice. If you are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to the following address:
DMCA Agent
The FIGS Awesome Humans Foundation, Inc.
2834 Colorado Avenue, Suite 100
Santa Monica, CA 90404
Email: [email protected]
Phone: 310-504-3709
After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes any of your Identifying Information set forth in the counter-notification. By submitting a counter-notification, you consent to having such Identifying Information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.
After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Website. If we receive such notification, we will be unable to restore the items. If we do not receive such notification, we may, but are not obligated to, reinstate the disputed item(s).
(e) Foreign Counter-Notification: If you reside outside of the United States, please understand that filing a counter-notice may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country and/or the United States of America if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of access privileges for Users who are infringers. So, if you are not sure whether content you posted on the Website is being infringed, or are otherwise unsure of whether to file a counter-notification using these procedures, we strongly recommend you first contact a lawyer knowledgeable in the laws of the United States and the State of California. If you do wish to file a counter-notice, you should follow the process set forth above under the heading “Elements of Counter-Notification.”
(f) Disclaimer: WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY.
24. Arbitration and Class Action Waiver.
(a) PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION 24 CAREFULLY (“ARBITRATION AGREEMENT”). IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(b) Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and the Foundation agree that any dispute, controversy, or claim arising out of or relating in any way to the Foundation’s services and/or products, the Website, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the claim (each, a “Dispute”), will be resolved by binding arbitration, rather than in court, except that (1) you or the Foundation may assert claims in small claims court if the claims qualify and remain solely in small claims court; and (2) you or The Foundation may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all Disputes that involve facts occurring before the effective date of this or any prior versions of the Combined Terms, unless those Disputes were noticed prior to the effective date of these Combined Terms.
(c) Informal Dispute Resolution. There might be instances when a Dispute arises between you and The Foundation. If that occurs, The Foundation is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and The Foundation agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and The Foundation agree that as part of these efforts, either Party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate. To initiate Informal Dispute Resolution, a Party must give notice in writing to the other Party (“Notice”). Such Notice to The Foundation should be sent by email to [email protected]. The Notice must include: (1) your name, telephone number, mailing address, and email address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Dispute. The Foundation will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date. The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. During this period, either Party has the option to ask the other to participate in an Information Dispute Resolution Conference as part of a good faith effort to resolve the Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either Party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all Parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all Parties agree. The statute of limitations and any filing deadlines shall be tolled while the Parties engage in Informal Dispute Resolution.
(d) Arbitration Rules and Forum. The Combined Terms evidence a transaction involving interstate commerce and, notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, you and The Foundation agree that either Party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/. A Party who wishes to initiate arbitration must provide the other Party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, and email address of the Party seeking arbitration, and the account username (if applicable), as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting Party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to The Foundation should be sent by email to [email protected]. The Foundation will provide the Demand to your email address on file. If the Party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”). Unless you and The Foundation otherwise agree, or the Batch Arbitration process discussed in subsection 24(j) is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in Los Angeles County, California or, at your election, the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the Parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the Parties agree that the arbitration will be administered by JAMS, in accordance with the appropriate JAMS rules as supplemented, where applicable, by the JAMS Mass Arbitration Procedures and Guidelines. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”). You and The Foundation agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the Parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. You and The Foundation agree that at least 14 days before the date set for an arbitration hearing, any Party may serve an offer in writing upon the other Party to allow judgment on specified terms. If the offer made by one Party is not accepted by the other Party, and the other Party fails to obtain a more favorable award, the other Party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering Party’s costs from the time of the offer.
(e) Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the Parties from NAM's roster of consumer dispute arbitrators. If the Parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under subsection 24(j) is triggered, NAM, without soliciting input or feedback from any Party, will appoint the arbitrator for each batch.
(f) Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or applicability of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement, except that all Disputes regarding subsection 24(i) entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of subsection 24(i) is unenforceable, illegal, void or voidable, or that such subsection has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, and consistent with the NAM Rules, the Combined Terms, and this Arbitration Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and The Foundation. Unsatisfied judgments on the arbitration award may be entered in any court having jurisdiction.
(g) Attorneys’ Fees and Costs. The Parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a Party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a Party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the Parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating Party reimburse the responding Party for all arbitration filing and administrative fees and arbitrator costs the responding Party incurred under the Fee Schedules.
(h) Waiver of Jury Trial. YOU AND THE FOUNDATION HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and The Foundation are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in subsection 24(b) entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(i) Waiver of Class or Other Non-Individualized Relief. EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by the Party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 24(j) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and The Foundation agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Los Angeles County, California. All other Disputes shall be arbitrated or litigated in small claims court, as provided for in this subsection 24. This subsection does not prevent you or The Foundation from participating in a class-wide or mass settlement of claims.
(j) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and The Foundation agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against The Foundation by or with the assistance of the same law firm, group of law firms, or organizations (“Claimants’ Counsel”), within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual Party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible. All Parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the Parties disagree on the application of the Batch Arbitration process, the disagreeing Party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the Parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by The Foundation. You and The Foundation agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any Party from participating in any arbitration administered according to that process.
(k) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: [email protected], within 30 days after first becoming subject to this Arbitration Agreement (“Opt-Out Notice”). Your Opt-Out Notice must include your name and address, your username with The Foundation (if applicable), the email address you used to set up your account with The Foundation (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any Opt-Out notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-Party purporting to act on your behalf will have no effect on your or The Foundation’s rights. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with The Foundation, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements that you may enter into in the future with The Foundation.
(l) Severability. Except as provided in subsection 24(i) entitled “Waiver of Class or Other Non-Individualized Relief” above, if any part or parts of this Arbitration Agreement (other than subsection 24(j)) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if subsection 24(j) of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the Parties agree that all Disputes will be heard in the state or federal courts located in Los Angeles County, California. You further agree that any Dispute that you have with The Foundation as detailed in this Arbitration Agreement must be initiated within the limitation period as specified in Section 25(n) below, which will apply in arbitration in the same manner as in any applicable court of competent jurisdiction, or it will be forever time barred.
(m) Survival of Agreement. This Arbitration Agreement will survive the termination of the Combined Terms or the termination of your relationship with The Foundation.
(n) Modification. Notwithstanding any provision in the Combined Terms to the contrary, we agree that if The Foundation makes any future material change to this Arbitration Agreement it will notify you and you may reject that change within thirty (30) days of such change becoming effective by writing to The Foundation at the following email address: [email protected]. Your continued use of The Foundation’s Website and/or our services, including the acceptance of products and our services offered on the Website following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of these Combined Terms with an arbitration agreement and you did not validly opt of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. The Foundation will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Combined Terms.
25. Miscellaneous.
(a) SMS Messaging and Phone Calls. The Website may allow us to contact you via telephone or text messages. You agree that The Foundation and/or our affiliates may contact you via telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your use of the Website, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any products or accessing any features or services from the Website. You also understand that you may opt out of receiving text messages from us at any time, by texting the word “STOP” to 64749 or in response to a text message you receive using the mobile device that is receiving the messages. If you do not choose to opt out, The Foundation and/or our affiliates may contact you as outlined in our Privacy Policy.
(b) Governing Law and Jurisdiction. These Terms are governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 24(d), or if arbitration does not apply, then the state and federal courts located in California.
(c) Notice. The Foundation may provide you with notices, including those regarding changes to these Combined Terms, by email, regular mail, or postings on the Website. If Notice is by e-mail or mail, it will be provided to the e-mail or regular mailing address provided by you with your account information and it is your responsibility to update such account information for any changes. Notice to you will be deemed given twenty-four hours after an email is sent, unless The Foundation is notified that the email address is invalid, and if through postal mail, three days after the date of mailing. You may provide The Foundation with notices only by mail to the address indicated in Section 25(m) below.
(d) Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to The Foundation for which monetary damages would not be an adequate remedy and The Foundation shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
(e) Waiver. A provision of these Combined Terms may be waived only by a written instrument executed by the Party entitled to the benefit of such provision. The failure of either Party to exercise or enforce any right or provision of these Combined Terms will not constitute a waiver of such right or provision.
(f) Severability. If any provision of these Combined Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Combined Terms and shall not affect the validity and enforceability of any remaining provisions.
(g) Assignment. The Combined Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by The Foundation without restriction. Any assignment attempted to be made in violation of these Combined Terms shall be void.
(h) No Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and The Foundation as a result of these Combined Terms or use of the Website. You further acknowledge that by submitting User Content or other Non-Foundation Content, no confidential, fiduciary, contractually implied or other relationship is created between you and The Foundation other than pursuant to these Combined Terms.
(i) Survival. Sections 5, 6, 7, 9, 11 (other than your duty to update account information), 13, and 15-25 (as well as all relevant portions of the EU Terms, where applicable) will survive any termination of these Combined Terms or your account, whether by you or by The Foundation.
(j) Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Combined Terms, and shall not be deemed to limit or affect any of the provisions hereof.
(k) Entire Agreement. This is the entire agreement between you and The Foundation relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect to said subject matter, excluding any Services Agreement that you may have entered into with The Foundation. These Combined Terms shall not be modified except in writing, signed by both Parties, or by a change to these Combined Terms made by The Foundation as set forth in Section 3 above.
(l) California Notice. Under California Civil Code Section 1789.3, California users of the Website receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
(m) Disclosures and Contact Information. The FIGS Awesome Humans Foundation, located at: 2834 Colorado Avenue, Suite 100, Santa Monica, CA 90404. The Website and services hereunder are offered by The FIGS Awesome Humans Foundation, located at: 2834 Colorado Avenue, Suite 100, Santa Monica, CA 90404. You can also contact us at [email protected] or at 310-504-3709.
(n) Limitations Period. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE FOUNDATION AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE COMBINED TERMS, OUR PRODUCTS, OUR WEBSITE OR OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
26. Supplemental Terms – Users in the European Union.
If you are an EU User, the preamble and Sections 4 (Website Access and Linking), 11(c) (Account Information and Purchases), 13(b) (Dealings with Advertisers and Other Users), 19 (Indemnification; Hold Harmless), 20 (Disclaimers; No Warranties), 21 (Limitation of Liability and Damages), and 25(b) (Governing Law and Jurisdiction) of the Terms will be replaced by the terms set out below (the “EU Terms”).
(a) Warranties. We do not guarantee that the Website is or will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platform to access our Website. You should use your own virus protection software.
(b) Purchases made in the EU. If you make a purchase through any shop we may have on our Website from the EU, you have a legal right to change your mind within 14 days and receive a refund. These are your rights under the Consumer Contracts Regulations 2013. You do not have a right to change your mind in respect of: any apparel item deemed by The Foundation Store to show obvious signs of use, any item that is not in its original condition for reasons not due to an error on the part of The Foundation Store, any physical media (CDs, DVDs, vinyl, etc.) that has been opened (removed from its plastic wrap), underwear or bathing suits, music or book pre-orders, any autographed, collectible items, any downloadable media bundles, anything listed as limited edition, sale or clearance items. For purchase of services, you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind. For digital content for download or streaming, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind. For goods, you have 14 days after the day you (or someone you nominate) receives the goods (or the first delivery of the goods, if several deliveries). If you have changed your mind, please let us know by emailing us at [email protected] with your order number. If you tell us you have changed your mind after goods have been dispatched to you or you have received them, you must return them to us at your own cost. You must return the goods by posting them back to us at:
The FIGS Awesome Humans Foundation, Inc.
2834 Colorado Avenue, Suite 100
Santa Monica, CA 90404
You must send off the goods within 14 days of telling us you wish to end the contract. We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions, to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount. The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of goods within 5-7 days at one cost but you choose to have the goods delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option. Where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract. If the products are goods, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
(c) As Is and As Available Basis. Subject to these EU Terms (including paragraphs (d), (e) and (f) below), you expressly agree that the Website is provided on an “as is” and “as available” basis.
(d) No Liability for Unforeseeable Loss and Damage. The Foundation is not responsible for loss or damage resulting from your use of the Website that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you acknowledge and agree to these Combined Terms, both The Foundation and you are aware that it might occur.
(e) No Liability for Commercial Losses. The Website is provided for private, non-commercial use only. The Foundation has no liability for any loss of profit, loss of business, loss of contract, business interruption, or loss of business opportunity in connection with your use of the Website.
(f) Exclusions Prevented by Law. Nothing in these Combined Terms excludes or limits The Foundation’s liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any other liability which cannot be excluded or limited by applicable law. The Foundation and you agree that The Foundation’s liability in respect of claims under (c) relating to these Combined Terms or in relation to use of the Website is limited to a maximum of the sum of the amounts paid by you to The Foundation (if any) in relation to use of the Website in the 12 months preceding the date of the claim. With regard to customers in Germany only, the following shall also apply: nothing shall limit or exclude our liability for damages caused by intentional misconduct, gross negligence or culpable breach of an essential contract duty. An essential contractual duty is an obligation whose fulfillment is a prerequisite for enabling the proper performance of the contract and on whose fulfillment you may reasonably expect to be able to rely on.
(g) Disputes; Governing Law. For EU Users, these Combined Terms, and the use of the Website and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales, subject only to any mandatory provisions of consumer law in the country in which you reside. You irrevocably agree that the courts of the country in which you reside shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Combined Terms or its subject matter or formation.