Welcome to the website of New Milani Group LLC (“Milani”) located at www.milanicosmetics.com, including all of its subdomains and subparts (collectively, “our website”).  PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS OF USE (collectively with any amendments, "TERMS AND CONDITIONS") BEFORE PLACING AN ORDER OR USING THIS WEBSITE.

THIS WEBSITE IS OWNED AND OPERATED BY NEW MILANI GROUP, INC ("MILANI", "US", "WE" or "OUR"). THE TERMS AND CONDITIONS MAY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT OR CLASS ACTION.

BY USING THIS WEB SITE AND/OR PLACING AN ORDER FOR MILANI’S PRODUCTS OR SERVICES, YOU AGREE TO BE BOUND AND ABIDE BY THESE TERMS AND CONDITIONS AND ANY AMENDMENTS THERETO, AND AGREE THAT YOU ARE AT LEAST THIRTEEN (13) YEARS OF AGE AND ELIGIBLE TO USE THIS SITE AND PLACE AN ORDER FOR MILANI’S PRODUCTS AND SERVICES.

IF YOU ARE BETWEEN THIRTEEN (13) AND SEVENTEEN (17) YEARS OF AGE, YOU MUST USE THIS SITE AND/OR PURCHASE AND USE MILANI’S PRODUCTS OR SERVICES ONLY WITH THE PERMISSION AND INVOLVEMENT OF YOUR PARENT OR GUARDIAN.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, PLEASE DO NOT USE OUR WEBSITE OR ORDER OR USE MILANI'S PRODUCTS OR SERVICES.

We may update or amend these Terms and Conditions from time to time to comply with law or to meet our changing business requirements without notice to you.  Your continued use of our website after any such changes constitutes your acceptance of the new terms and conditions.  Any updates or amendments will be posted on our website.  The Terms and Conditions displayed on our website at the time an order is accepted will apply to the order.

These Terms and Conditions govern and apply to your access to and use of our website, any order you place through our website, and all products and services we supply, produce, distribute, or market.

To the extent of any express inconsistency with any other agreement you may have with Milani for products, services, or otherwise, that other agreement will prevail unless otherwise explicitly stated therein.  If these Terms and Conditions refer or relate to a clause that is not part of that other agreement, then these terms will apply therein as well, if you are a user of our website.

Please review our Privacy Policy, which also governs your use of the website to understand our practices.

 

ELECTRONIC COMMUNICATIONS

When you use Milani Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

 

User Conduct

You must only use our website for lawful purposes, and you must not use it in a way that infringes the rights of anyone else or that restricts or inhibits anyone else's enjoyment of our website. You may not, without our prior written consent: (a) copy, reproduce, use, or otherwise deal with any content on our website; (b) modify, distribute, or re-post any content on our website for any purpose; or (c) use the content of our website for any commercial exploitation whatsoever.

In using our website, you further agree not to: (a) disrupt or interfere with the security of, or otherwise abuse, our website or any services, system resources, accounts, servers, or networks connected to or accessible through our website, or affiliated or linked sites; (b) disrupt or interfere with any other user's enjoyment of our website, or affiliated or linked Web sites; (c) upload, post, or otherwise transmit through or on our website any viruses or other harmful, disruptive, or destructive files; (d) use, frame, or utilize framing techniques to enclose any Milani trademark, logo, or other proprietary information (including the images found at our website, the content of any text, or the layout/design of any page or form contained on a page) without Milani's express written consent; (e) use meta tags or any other "hidden text" utilizing a Milani name, trademark, or product name without Milani's express written consent; (f) deep link to our website without Milani's express written consent; (g) create or use a false identity on our website, share your account information, or allow any person besides yourself to use your account to access our website; (h) collect or store personal data about others; (i) attempt to obtain unauthorized access to our website or portions of it that are restricted from general access; and (j) post any material that is knowingly false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person's privacy, or otherwise violative of any law.  You also agree not to post any copyrighted material unless the copyright is owned by you or by Milani.

In addition, you agree that you will comply with all applicable local, national, and international laws and regulations that relate to your use of or activities on our website.  We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our website.  We have the right to remove any material or posting you make on our website if, in our sole opinion, such material does not comply with the content standards set out in these Terms and Conditions.

 

Privacy Policy

Visitors to our website should refer to Milani's Privacy Policy and Cookies Policy for information about how Milani uses and collects information, which may be accessed by clicking on the appropriate link on our website. You agree that Milani may collect, use, retain, and disclose your personally identifiable information as described in the Privacy Policy and Cookies Policy.

Content Uploaded to Our Website

In the event you upload any photographs, comments, video clips, or other media to our website (the "Uploaded Content"), Milani has the exclusive right to use any and all such elements of the Uploaded Content in connection with and/or as part of its business, including in connection with and/or in any advertising in any and all media, including, without limitation, product packaging, printed publications, presentations, promotional materials, events, and associated marketing materials, television and cinema commercials, videos, or our website, in perpetuity throughout the world as Milani in its sole discretion sees fit without further consent or payment.  Milani has all right, title, and interest in any and all results and proceeds from such use of the Uploaded Content.  Milani has the right to transfer the aforementioned rights to use the Uploaded Content to any third party, including, but not limited to, any of its subsidiaries or affiliated companies. Milani may alter, adapt, or edit the Uploaded Content and any further material created under these Terms and Conditions, and market and exploit it entirely at Milani's sole discretion. Milani is not obliged to make any use of the Uploaded Content or exercise any of the rights granted by these Terms and Conditions.

Users of our website must only post Uploaded Content that is owned by, and features, themselves, and no other third parties.

Users posting Uploaded Content via a user profile must treat their login credentials and password confidentially and ensure that they are not shared with any third party that might jeopardize the security of their account and you agree to accept responsibility for all activities that occur under your login or password. 

Changes to Our Website

Milani may, in its sole discretion, terminate, change, modify, suspend, make improvements to, or discontinue any aspect of our website or any products available through or outside of our website, temporarily or permanently, including the availability of any features of our website or access to any parts of our website, at any time without notice to you, and you agree that Milani will not be liable therefor.

Linked Sites

Milani makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of sites accessible by hyperlinks from our website, or sites linking to our website. The linked sites are not under the control of Milani, and Milani is not responsible for the content of any linked site or any link contained in a linked site, or any review, changes, or updates to such sites. The inclusion of any link does not imply affiliation, endorsement, or adoption by Milani of the site or any information contained therein. When leaving our website, you should be aware that Milani's Terms and Conditions, Privacy Policy, Cookies Policy, and our other policies no longer govern, and therefore you should review the applicable terms and policies, including privacy and data-gathering practices, of that site.

Trademarks

The logos and product names described on our website are trademarks or registered trademarks of New Milani Group LLC.  Milani trademarks may not be copied, imitated, or used, in whole or in part, without the prior written permission of Milani or the rights holder. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Milani, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Milani.

Copyright Policy and Copyright Agent

It is Milani's policy to respect the copyright and intellectual property rights of others. Milani may remove content that appears to infringe the copyright or other intellectual property rights, including moral rights, of others. In addition, Milani may terminate access by users who appear to infringe the copyright or other intellectual property rights of others. Further, Milani complies with the Digital Millennium Copyright Act.

If you believe that Milani or any user of our website has infringed your copyright in any material way, please notify Milani, and provide the following:

  • an identification of the intellectual property right claimed to have been infringed;
  • an identification of the material that you claim is infringing so that we may locate it on our website;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the owner, their licensee, and agent of either of the foregoing, or the law;
  • a statement by you that the above information in your notice is accurate, made under penalty of perjury; and
  • that you are authorized to act on behalf of the owner of the intellectual property interest involved.

Please direct inquiries regarding intellectual property infringement issues by email to customerservice@milanicosmetics.com, or at 1-800-726-4147 or Regulatory Department, 2516 E 49th St., Vernon, CA 90058.

You agree to indemnify and hold harmless Milani, its parents, subsidiaries, shareholders, officers, directors, employees, agents, and suppliers from any claim, action, demand, loss, or damages (including attorneys' fees) made or incurred by any third party arising out of or relating to your use of our website, your violation of these Terms and Conditions, and your violation of any rights of a third party.

Product Information

For questions about the products or services on our website, please use the Customer Service links found on each product page or section. For questions about orders placed through our website or otherwise, please use the Customer Service link in the email receipt you receive or by visiting the online Customer Service Center.

Product and Service Descriptions

We have taken reasonable precautions to try to ensure that all product descriptions, prices, and other information shown on our website are correct and fairly described. However, when ordering products or services through our website, please note that Milani reserves the right not to accept any orders if there is a material error in the description of the product or service, or if the price advertised is incorrect.  All prices are displayed in United States Dollars unless expressly indicated otherwise.  Packaging may vary from that shown on our website.  Any weights, dimensions, and capacities shown on our website are approximate only.  All items are subject to availability and we will inform you as soon as reasonably possible if the product(s) you have ordered is not available.

Please also note that the terms of any products offered by Milani and/or purchased by you, such as pricing, specifications, delivery times, and/or package contents are subject to change by Milani by providing you advanced notice, including by posting notice of the change on our website or sending you an email to the address you provided at purchase.

Order and Payment Information

If you use our website or other means to purchase a product, payment must be received by Milani prior to Milani's acceptance of an order, unless otherwise agreed in advance by Milani. All Milani products are subject to sales tax which will be applied to your order total. Milani may need to verify information you provide before Milani accepts an order, and may cancel or limit an order any time after it has been placed. If payment has already been made and your order is cancelled or limited, Milani will refund you any payment made for the product that will not be shipped due to cancellation or limitation of an order in the same tender as the original purchase. Milani expressly conditions its acceptance of your order on your agreement to these Terms and Conditions.

Milani reserves the right to refuse to sell products to any customer and/or reject any order.  Milani further reserves the right to place a buying limit or restriction on any order.  Products purchased through our website are for personal use only, and not for resale. In ordering products through our website or otherwise, you agree to provide only true, accurate, current, and complete information. You hereby certify that any email account you provide to Milani is registered to you. Milani will have the right to bar your access to and use of our website if it has reasonable grounds to believe you have provided untrue, inaccurate, not current, or incomplete information to Milani, or for any other reason it, in its sole discretion, deems appropriate. You agree that if you are ordering or purchasing products on behalf of a company, you have sufficient authority to bind that company to these Terms and Conditions. You agree that your placement of an electronic order on our website is sufficient to satisfy any applicable Statute of Frauds, and no further writing is required.

Milani may reject orders where the stated delivery address is outside the United States. If stated, Milani will add applicable shipping and handling fees.

Milani's descriptions of, or references to, products not owned by Milani on and outside of our website do not imply endorsement of that product, or constitute a warranty, by Milani.

International Orders

Milani does not directly sell products in any jurisdiction other than the United States of America. While Milani may choose to accept orders for the purchase of its products from non-residents of the U.S., the acceptance of such orders and the sale of such products will only be based on the following conditions precedent.

You agree that the purchase of any Milani products by you, as a non-resident of the United States, will be (a) ex works Milani's facilities in the U.S. per Incoterms 2010, with all title risk and loss in the products passing to you in the United States, and (b) for your own personal use only and not for further resale or distribution in any manner.

You hereby expressly authorize and direct Milani to load and ship the purchased products to you to your designated ship to destination, and to contract on your behalf with a common carrier or courier company for that purpose.

You are the principal importer of record and will undertake responsibility for all applicable taxes, shipping, customs clearance, duties, and import requirements from Milani's facilities in the U.S. to your foreign ship to destination.

The United Nations Convention on the International Sale of Goods will not apply to any purchase or sale, and Milani expressly opts out of such application.

Shipping

All orders are processed and shipped on business days only, Monday through Friday, excluding major holidays.  Orders placed on Saturday and Sunday will be processed on the following business day.  Although Milani may provide delivery or shipment timeframes or dates, you understand that those are Milani's good-faith estimates and may be subject to change. You further understand that product availability may be limited and particular products may not be available for immediate delivery, in which case the products will be delivered when they become available. Milani will not be liable for any loss, damage, cost, or expense related to any delay in shipment or delivery.

Shipping and handling charges will apply and increase with the value of your order as disclosed on the Shipping Information page at our website.  Shipping and handling charges are subject to change.  We currently are unable to accept orders billed or shipped to destinations outside the United States and Canada.  Freight charges for orders shipped to Canada will be based on actual postage rates. 

Disclaimer of Warranties

ALTHOUGH MILANI STRIVES TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO OUR WEBSITE, MILANI DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT OUR WEBSITE IS FREE OF DESTRUCTIVE MATERIALS. IN ADDITION, MILANI DOES NOT WARRANT THAT ACCESS TO OUR WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED.

MILANI DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH OUR WEBSITE WILL BE MAINTAINED. TO THE EXTENT ALLOWED BY LAW, MILANI DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT EXPLICITLY STATED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

The terms of this section apply to the extent permitted by law and survive any termination of the Terms and Conditions.

Limitations on Liability

WE EXCLUDE ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND TERMS (WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, OR OTHERWISE) TO THE FULLEST EXTENT PERMITTED BY LAW.

IN NO EVENT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, WILL MILANI OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES, CLAIMS, OR LOSSES INCURRED (INCLUDING, WITHOUT LIMITATION, COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES), HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY ARISING IN CONNECTION WITH (A) OUR WEBSITE; (B) THE USE OR INABILITY TO USE OUR WEBSITE; (C) THE USE OF OR RELIANCE ON ANY CONTENT OR INFORMATION DISPLAYED IN OR ON OUR WEBSITE; (D) THE PURCHASE OR USE OF ANY PRODUCTS THROUGH OUR WEBSITE OR OTHERWISE; (E) UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA OR OTHER INFORMATION THAT IS SENT OR RECEIVED; (F) ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION, OR SERVICE INTERRUPTIONS; OR (G) OTHERWISE UNDER THESE TERMS AND CONDITIONS, WHETHER OR NOT REASONABLY FORESEEABLE, EVEN IF MILANI OR ITS REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, OR LOSSES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MILANI'S LIABILITY TO YOU FOR ANY CAUSE OF ACTION OR CLAIM WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU IN THE LAST NINETY (90) DAYS TO MILANI FOR ANY PRODUCTS SUPPLIED BY MILANI THROUGH YOUR USE OF OUR WEBSITE OR OTHERWISE.

MILANI WILL NOT BE LIABLE IN ANY AMOUNT FOR FAILURE TO PERFORM ANY OBLIGATION UNDER THESE TERMS AND CONDITIONS IF SUCH FAILURE IS CAUSED BY THE OCCURRENCE OF ANY UNFORESEEN CONTINGENCY BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET OUTAGES, COMMUNICATIONS OUTAGES, FIRE, FLOOD, OR WAR.

THESE EXCLUSIONS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF CALIFORNIA. IF ANY PROVISION OR PART-PROVISION OF THESE TERMS AND CONDITIONS IS DECLARED INVALID, UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, IT WILL BE DEEMED SEVERABLE AND WILL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS OF THESE TERMS AND CONDITIONS.

The terms of this section survive any termination of the Terms and Conditions.

 

International Users

Our website is controlled, operated, and administered by Milani from its offices in California within the United States of America. Milani makes no representation that materials on our website are appropriate or available for use at other locations outside of the United States, and access to them from territories where the contents or products available through our website are illegal is prohibited. You may not use our website or export the Content or products in violation of United States export laws and regulations. If you access our website from a location outside of the United States, you are responsible for compliance with all local laws.

Termination

Notwithstanding any of these Terms and Conditions, Milani reserves the right, without notice and in its sole discretion, for any reason or no reason, to terminate your ability to use our website and to block and prevent future access to and use of our website. You agree that Milani will not be liable for any termination of your use of or access to our website.

Third-party rights

Only you and Milani will be entitled to enforce these Terms and Conditions. No third party will be entitled to enforce any of these Terms and Conditions, except as provided in this section.  If Milani assigns, transfers, or sub-contracts any of our rights or obligations under these Terms and Conditions to any third party, in writing, such third party may enforce those Terms and Conditions that are assigned, transferred, or sub-contracted.

Severability

If any provision of these Terms and Conditions, or part thereof, is deemed invalid, unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, then that provision, or part thereof, will be deemed severable from the rest of these Terms and Conditions and will not affect the validity and enforceability of any remaining provisions or part thereof.

The terms of this section survive any termination of the Terms and Conditions.

Language

It is the express intent of the parties that the Terms and Conditions and all related documents have been drawn up in English.

DISPUTES, BINDING INDIVIDUAL ARBITRATION, AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS

Disputes. The terms of this section will apply to all Disputes between you and Milani. For purposes of this section, "Dispute" means any dispute, claim, or action between you and Milani arising under or relating to the products, our website, these Terms and Conditions of Use (“Agreement”) or Milani’s Privacy Policy, or any other transaction involving you and Milani, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and will be interpreted to be given the broadest meaning allowable under law. YOU AND MILANI AGREE THAT "DISPUTE" AS DEFINED IN THIS AGREEMENT WILL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR MILANI FOR (A) TRADE SECRET MISAPPROPRIATION, (B) PATENT INFRINGEMENT, (C) COPYRIGHT INFRINGEMENT OR MISUSE, AND (D) TRADEMARK INFRINGEMENT OR DILUTION. Moreover, notwithstanding anything else in this Agreement, you agree that a court, not the arbitrator, may decide if a claim falls within one of these four exceptions.

Binding Arbitration. You and Milani further agree to arbitrate all Disputes between the parties pursuant to the provisions in these Terms and Conditions of Use. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED.  You and Milani further agree that (a) this Agreement memorializes a transaction in interstate commerce; (b) the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this section; and (c) this section will survive termination of this Agreement. The arbitrator may award you the same damages as a court sitting in proper jurisdiction could, and 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 that party's individual claim. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The decision of the arbitrator will be final and enforceable by any court with jurisdiction over the parties.

Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state or municipality if the action is within that court's jurisdiction and is pending only in that court.  Milani does not hereby waive any defense and expressly reserves its right to assert any defense available to it, whether jurisdictional or otherwise.

Dispute Notice. In the event of a Dispute, you or Milani must first send to the other party a notice of the Dispute that includes a written statement that sets forth the name, address, and contact information of the party giving notice, the facts giving rise to the Dispute, and the relief requested (the "Dispute Notice"). The Dispute Notice to Milani must be addressed to: Milani Cosmetics Corporation,  2035 East 49th Street, Los Angeles, California 90058, Attn: Legal Officer (the "Milani Notice Address"). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you. If Milani and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or Milani may commence an arbitration proceeding pursuant to this section. Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.

WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND MILANI AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING, WITHOUT LIMITATION, FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS.  ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR WILL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.

Arbitration Procedure. If a party elects to commence arbitration, the arbitration will be governed by the Expedited Arbitration Procedures of Judicial Arbitration and Mediation Services (JAMS) in effect at the time the arbitration is initiated (the "JAMS Procedures"), available at http://www.jamsadr.com or by calling 1-800-352-5267, and under the rules set forth in this section.  The parties expressly agree that JAMS may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration will be limited to the resolution of individual claims only. If there is a conflict between the JAMS Procedures and the rules set forth in this section, the rules set forth in this section will govern. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to federal, state, or local laws. All Disputes will be resolved by a single neutral arbitrator, and both parties will have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of this section. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms and Conditions, including, but not limited to, any claim that all or any part of these Terms and Conditions is void or voidable. Notwithstanding this broad delegation of authority to the JAMS arbitrator, a court may determine the limited question of whether a claim or cause of action is for (a) trade secret misappropriation; (b) patent infringement; (c) copyright infringement or misuse; or (d) trademark infringement or dilution, each of which are excluded from the definition of "Dispute" as stated above. The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You may choose to engage in arbitration hearings by telephone. Arbitration hearings not conducted by telephone will take place in a location reasonably accessible from your primary residence, or in Los Angeles County, California, at your option.

  1. Initiation of Arbitration Proceeding. If either you or Milani decide to arbitrate a Dispute, the parties agree to the following procedure:
  • Write a Demand for Arbitration. The Demand must include a description of the Dispute and the amount of damages sought to be recovered 3("Demand for Arbitration"). You can find a sample demand for arbitration at http://www.jamsadr.com.
  • Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to:

JAMS

707 Wilshire Blvd

 46th Floor

 Los Angeles, California  90017, U.S.A.

  • Send one copy of the Demand for Arbitration to the other party at the same address as the Dispute Notice, or as otherwise agreed to in advance by the parties.

 

  1. Hearing Format. In all hearing formats, the arbitrator will issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by Milani or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Milani is entitled. The discovery or exchange of non-privileged information relevant to the Dispute will be governed by the JAMS Optional Expedited Arbitration Procedures.

 

  1. Arbitration Fees. Milani will pay, or (if applicable) reimburse you, for all JAMS filing, administration, and arbitrator fees for any arbitration commenced (by you or Milani) pursuant to provisions of this section.

 

  1. Opt-out. You may elect to opt-out (exclude yourself) from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Agreement by sending a written letter to the Milani Notice Address, within thirty (30) days of your first visit to and use of our website, that specifies your (a) name; (b) mailing address; and (c) request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this section. In the event you opt-out consistent with the procedure set forth above, all other terms and conditions in this Agreement will continue to apply, including the requirement to provide notice prior to arbitration.

Amendments to this section. Notwithstanding any provision in this section to the contrary, you and Milani agree that if Milani makes any future amendments to the dispute resolution procedure and class action waiver provisions in this section (other than a change to the parties’ addresses), Milani will post notice of such amendments on the website and you will have thirty (30) days from your first visit to or use of our website containing such amendments to affirmatively opt-out of any such amendments. If you affirmatively opt-out of any future amendments, you agree you will arbitrate any Dispute between us in accordance with the language of this section as stated in this current Agreement, without any of the proposed amendments governing. If you do not affirmatively opt-out of any future amendments, you will be deemed to have consented to such future amendments.

Severability. If any provision in this section is found to be unenforceable, that provision will be severed with the remainder of these Terms and Conditions remaining in full force and effect. The foregoing will not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire section will be null and void. The terms of this section will otherwise survive any termination of these Terms and Conditions.

 

Exclusive Venue for Other Controversies

Milani and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in these Terms and Conditions (other than an individual action filed in small claims court) will be filed only in the Superior Court of Los Angeles County, California, or the United States District Court for the Central District of California, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.

General

These Terms and Conditions and Milani’s Privacy Policy and Cookie Policy constitute the entire agreements between Milani and you with respect to your use of our website, your purchase of products through our website, and, as applicable, any products of Milani. Any cause of action you may have with respect to our website or Milani's products must be commenced within one (1) year after the Dispute arises, notwithstanding any statutes of limitation to the contrary. The section titles used in the Terms and Conditions are purely for convenience and carry with them no legal or contractual effect. Nothing in these Terms and Conditions will be construed as creating a joint venture, partnership, employment, or agency relationship between you and Milani, and you do not have any authority to create any obligation or make any representation on Milani's behalf. You may not assign or transfer any rights or obligations of these Terms and Conditions, by operation of law or otherwise, without Milani's written consent. Subject to the foregoing, these Terms and Conditions will be binding on, inure to the benefit of, and be enforceable against you and Milani and their respective successors and assigns.

The terms of this section survive any termination of the Terms and Conditions.

Other important terms

These Terms and Conditions supersede any other terms and conditions previously published by us and any other representations or statements made by us to you, whether oral, written, or otherwise. We may assign, transfer, or sub-contract any of our rights or obligations under these Terms and Conditions to any third party at our discretion. No delay by us in exercising any right or remedy under these Terms and Conditions will operate as waiver of that right or remedy or will affect our ability to subsequently exercise that right or remedy. Any waiver must be agreed by us in writing.

Last updated and effective: January 14, 2019

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