Last Updated: September 2017

It is important to us that everyone has a positive and safe online experience.

The Soulstyce LLC (“The Soulstyce”, “Soulstyce”, “Kim-Elisha Proctor,” “Kim-Elisha”, “Kim”, “I”, “we,” “us,” or “our”) welcomes you. We provide visitors to our Websites (“Visitors”) access to the Websites, including, without limitation, thesoulstyce.com, kimelisha.com, and any subdomains thereof (the “Websites”). The term “Websites” includes the content on the Websites and all of our services provided on or through the Websites. You use the Websites anytime you access, view, link to or from, or otherwise interact or communicate with or connect to the Websites. By using the Websites you agree to these Terms of Use and our Privacy Policy, which is incorporated herein by reference. If you do not agree with any of parts of the Terms of Use, do not use the Websites. These Terms of Use may be changed from time to time without notice. Any changes will be effective when posted. Periodically review our Terms of Use to become aware of any changes.

Any user who registers with us (each, a “Registered User”) and wishes to participate in the on-line community, purchase a product or service through one of our Websites, is agreeing to the terms of this Agreement and the accompanying Terms and Conditions of Purchase with respect to such product or service. In the event of any conflict between the terms of this Agreement and the Terms and Conditions of Purchase, the Terms and Conditions of Purchase shall control.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

Services


Your use of certain features, functionality, resources, products or programs (including, without limitation, contests, sweepstakes, games, surveys, forums, blogs, newsletters, subscription registrations, content submissions, chats, bulletin boards, discussion groups, promotions, marketing opportunities, affiliate programs requests for suggestions, requests for free products, RSS feeds, etc.) offered on or through the Websites.

Description and Use of Our Websites & Services


We provide Visitors and Registered Users with access to the Services as described below.

Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the Websites. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Websites; and (ii) email us.

Registered Users. Registered Users can do all the things that Visitors can do, and: (i) purchase products and services through one of our Websites; (ii) access exclusive content available only to Registered Users; (iii) create, access, manage, and update their own personal accounts on the Websites; (iv) post comments and other content on the Websites (collectively, “Registered User Content”); (v) sign up for our various programs; (vi) sign up for alerts and other notifications; and (vii) become part of The Soulstyce community.

The Soulstyce is under no obligation to accept any individual as a Registered User and may accept or reject any registration in its sole and complete discretion. In addition, The Soulstyce may deactivate any account at any time, including, without limitation, if it determines that a Registered User has violated these Terms of Use.

Community Guidelines


The Soulstyce community, like any community, functions best when its Visitors and Registered Users follow a few agreements. By accessing and/or using the Websites, you agree to comply with these community guidelines (the “Community Guidelines”) and that:

You will comply with all applicable laws in your use of the Websites and will not use the Websites for any unlawful purpose;

  • You will not upload, post, email, transmit, or otherwise make available any content that: infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or discloses any sensitive information about another person, including that person’s email address, postal address, phone number, credit card information, or any similar information.
  • You will not “stalk,” threaten, or otherwise harass another person;
  • You will not spam or use the Websites to engage in any commercial activities;
  • If you post any Registered User Content, you will stay on topic;
  • You will not access or use the Websites to collect any market research for a competing business;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • You will not interfere with or attempt to interrupt the proper operation of the Websites through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Websites through hacking, password or data mining, or any other means;
  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Websites;
  • You will not use any robot, spider, scraper, or other automated means to access the Websites for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Websites for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
  • You will let us know about inappropriate content of which you become aware. If you find something that violates our Community Guidelines, please let us know, and we’ll review it.

We reserve the right, in our sole and absolute discretion, to deny you access to the Websites, or any portion of the Websites, without notice, and to remove any content that does not adhere to these Community Guidelines.

User Requirements


You must be at least 18 years old to participate on our Websites. We do not knowingly collect personal information from anyone under the age of 18. If you are under the age of 18, with the permission of your parent or legal guardian, you may view the Websites as a visitor.

User Registration


If you access the Websites as a Visitor, you will not be required to provide personally identifiable information. However, to access certain Services, you may be required to register or to create an account and to provide certain information.

When registering an account, you agree to:

  • provide true and accurate information about yourself,
  • create a suitable username that is not offensive, infringing or deceptive,
  • not register for more than one account,
  • not register for an account on behalf of someone other than yourself,
  • maintain the security of your passwords and identification,
  • be responsible for all use and activity under your account, and the consequences thereof, regardless of whether you have authorized such use and activity,
  • immediately notify us of any unauthorized use of your password or account or any other breach of security.

If we determine, in our sole discretion, that you have violated these Terms of Use we reserve the right, without notice, to remove your account and restrict, suspend or terminate your access to all or any part of the Websites in our sole discretion.

Fees and Payment


As consideration for any purchase you make on the Websites or for our Services, you shall pay The Soulstyce all applicable fees and taxes. We (or our third-party payment processor) shall authorize your credit card, bank account, or other approved payment facility you provided during the registration process for the full payment of the fees and any applicable taxes, and you hereby consent to the same. All payments will be charged and made in U.S. dollars.
You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number, and expiration date) to keep your account current, complete, and accurate, and you must promptly contact us if your credit card is lost or stolen. You hereby authorize The Soulstyce to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you hereby agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. You are advised to check with your bank and credit card issuer for details.

Site Content


All content found on our Websites and provided offline in relation to our Websites and Services, including, but not limited to, articles, art, designs, graphics, text, postings, images, links, photographs, videos, information, emails, and recordings (collectively, the “Site Content”) is our property and/or the property of its respective owners. Unless noted otherwise, you may access the Websites or the Site Content for your personal and non-commercial use only. You will not acquire any ownership rights by downloading the Site Content. You may not use, modify, copy, publish, display, transmit, adapt, frame or in any way exploit the Site Content, in whole or in part, without our prior written authorization and the authorization of all respective owners of the Site Content. You must abide by all copyright notices or other restrictions contained on the Websites. Any unauthorized of the Site Content will terminate any permissions granted herein. Such unauthorized use may also violate Applicable Laws, including copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to the Site Content.

User-Generated Content


We are not responsible for content posted, transmitted, published, shared or otherwise made available by users on or through the Sites (“User Content”). User Content, includes, but is not limited to, trademarks, trade names, service marks, trade dress, articles, art, designs, graphics, text, postings, images, links, photographs, videos, recordings and information, (collectively, “User Content”). We are a distributor (and not a publisher) of User Content. Accordingly, we have no more editorial control over such User Content than does a public library, bookstore, or newsstand. User Content does not reflect our opinions or views. Although we may monitor the Websites, we do not review all User Content. We do not endorse any User Content and make no warranties, whether express or implied, as to the accuracy, integrity or quality of any User Content. Under no circumstances will we be liable in any way for User Content, including, but not limited to, any errors or omissions in any User Content or any loss or damage of any kind incurred as a result of the use of or reliance on any User Content. We retain the right to archive or make any discussion “Read Only” or to reject, modify or remove any User Content (without notice or liability) if we consider any User Content to be in violation of these Terms of Use or otherwise inappropriate or harmful to the Sites in our sole discretion. Regardless of whether we remove such User Content, users remain solely responsible and liable for their User Content.

By posting, transmitting, publishing, sharing or otherwise making available User Content on the Sites, you automatically grant (or warrant that you have the express authority from the owner of such User Content to grant) us a worldwide royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, adapt, translate, publish and distribute such User Content (in whole or in part). We also have right to incorporate and adapt the User Content in other works in any form, media or technology now known or hereafter developed. You further grant any other user of the Websites to access, view, store or reproduce the User Content for that user’s personal non-commercial purposes. Additionally, you represent and warrant that (1) no element of your User Content will violate or infringe upon the intellectual property or privacy rights of any third party and (2) you (and any licensor of content that you post on the Sites), have waived any “moral rights” in connection with your User Content. You are solely responsible for paying all royalties and other fees that might be due to any person or entity by reason of any User Content posted by you on or through the Websites. You acknowledge you are not entitled to any compensation for any User Content you post on the Websites.

Links to External Sites


The Websites may contain links to other sites (“External Sites”) containing content, goods, services, and applications not owned by us. These Terms of Use apply only to our Websites. We do not control, endorse, take responsibility for, investigate, monitor or check for accuracy, appropriateness or completeness of any content of External Sites. You release us from any and all liability, direct or indirect, and for any loss or damage in connection with your use of, or reliance on, any content of External Sites.

Copyright Complaints


We respect other people’s intellectual property rights. Therefore it is our policy to remove any materials that infringe upon another party’s intellectual property rights. In accordance with the Digital Millennium Copyright Act (the “DMCA”), and upon proper notice, we will remove User Content (and any other Site Content) that violates copyright law. If you believe your work has been infringed send an email to info@thesoulstyce.com containing the following information: (i) the identification of the copyrighted work; (ii) the location the material on the Sites; (iii) your contact information; (iv) a statement that you have a good-faith belief that the use is unauthorized, (v) a statement that you are the copyright owner or authorized to act on the copyright owner’s behalf and (vi) a statement, made under the penalty of perjury, that all the information in your notice is accurate; and (vii) your signature (physical or electronic).

By submitting a notice, you acknowledge and agree that we may forward your notice and any related communications to any users who posted the material identified in such notice or to other third parties.

If you believe that your User Content has been wrongfully removed from the Sites, you may send us a counter notice. The counter notice must be in writing, sent to the email address above, and include: (i) identification of the material that has been removed; (ii) your contact information; (iii) a statement that you have a good-faith belief that the material was improperly removed; (vi) a statement that you consent to the jurisdiction of the San Francisco County California, and agree to accept service of process from the person who submitted the original notification that resulted in your User Content being removed (or an agent of such person) in the event he or she elects to file suit; (vi) a statement, made under the penalty of perjury, that all the information in your counter notice is accurate (vii) your signature (physical or electronic). By submitting a counter notice, you acknowledge and agree that we may forward your counter notice and any related communications to the person who submitted the original notice that resulted in the removal of your User Content or to other third parties.

Personal Advice


The content provided on the Websites and offline in affiliation with the said Websites and Services cannot replace or substitute for the services of trained professionals in any field, including, but not limited to, psychological, financial, medical or legal matters. We encourage you to seek the advice of professionals, as appropriate, regarding the evaluation of any specific information found on the Websites. Your access and use of the Websites does not in any way create a therapist/patient, confidential or privileged relationship, or any other relationship that would give rise to any duties on our part or the part of its contributors. Your reliance on any information provided on the Websites is solely at your own risk. We make no representations or warranties concerning any advice, instruction, or practices offered or provided within or through the Websites and Services. We are not liable for any direct, indirect, consequential, special, exemplary or other damages that may result, including but not limited to, economic loss, emotional upset, injury, illness or death.

Communications with Us


Although we encourage you to email us, we do not want you to, and you should not, email us any content that contains confidential information. With respect to all emails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

No Warranties; Limitations of Liability


THE WEBSITES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE WEBSITES WILL OPERATE ERROR-FREE OR THAT THE WEBSITES, THEIR SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITES OR THE CONTENT SHALL BE LIMITED TO THE FEES YOU HAVE PAID US IN CONNECTION WITH ANY PURCHASES YOU HAVE MADE FROM US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

THE WEBSITES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITES. THE WEBSITES MAY CONTAIN INFORMATION ON CERTAIN PRODUCTS AND SERVICES, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT OR SERVICE ON THE WEBSITES DOES NOT IMPLY THAT SUCH PRODUCT OR SERVICE IS OR WILL BE AVAILABLE IN YOUR LOCATION. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITES AT ANY TIME WITHOUT NOTICE.

Representations; Warranties; and Indemnification


(a) If you are a Registered User, you hereby represent, warrant, and covenant that:

  • You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your Registered User Content and any other works that you incorporate into your Registered User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
  • Use of your Registered User in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
  • You shall not submit to the Websites any Registered User Content that violates our Community Guidelines set forth above or any other term of this Agreement.

(b) You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content or the Websites; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

Compliance with Applicable Laws


The Websites are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Websites or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Termination of the Agreement


We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Websites, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Websites at any time without prior notice or liability. The following sections shall survive any termination of this Agreement: “Fees and Payment” (until you pay all fees and taxes due hereunder), “Site Content,” “User Generated Content,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Representations; Warranties; and Indemnification,” “Termination of the Agreement,” “Arbitration,” “Class Action Waiver,” “Equitable Relief,” and “Miscellaneous.”

Arbitration


These Terms of Use will be governed by, and construed in accordance with the laws of the State of California. All disputes related to these Terms of Use shall be submitted for resolution to the American Arbitration Association’s (“AAA”) San Francisco, California office. You hereby waive any rights to bring any civil action in any court regarding such disputes. The award rendered by the arbitrator shall be final, and judgment may be entered into it in accordance with the applicable law in the Circuit Court of San Francisco, California. If either you or we desire arbitration, that party agrees to serve written notice of the arbitration with the other party and the AAA’s San Francisco, California office.

Class Action Waiver


You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Equitable Relief


You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of California, San Francisco for purposes of any such action by us.

Miscellaneous


Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

Questions


If you have any questions regarding these Terms of Use, you may contact us at hello@kimelisha.com