Terms of service

 

 

These Terms and Conditions (the "Terms") govern your use of www.distelle.net (the "Website") and other services provided by DISTELLE LLC (the "Services"). By accessing or using the Website or Services, you ("you" or "your") agree to these Terms. If you do not accept these Terms, you must stop using the Website and Services immediately.

Waiver of Jury Trial and Class Actions

IMPORTANT NOTICE: By accepting these Terms, you and DISTELLE ("DISTELLE," "we," "us," or "our") agree to:

• Waive the right to a trial by jury.
• Waive the right to participate in any class action or representative proceeding.
• Resolve disputes exclusively through binding arbitration under the rules of the American Arbitration Association (AAA), following its Commercial Arbitration Rules.

Arbitration will be governed by Delaware law and conducted in Newark, Delaware, unless otherwise agreed by both parties. In jurisdictions where such waivers are not permitted, this clause will be modified to comply with local law.

DISTELLE will notify you of any material changes to these Terms at least 14 days before they take effect, either through email or by posting a notice on the Web

1. General Information

Welcome to DISTELLE, a platform operated by DISTELLE LLC ("DISTELLE"), located at 254 Chapman Rd, Ste 208 #17288, Newark, Delaware 19702. By accessing or using the Website, related mobile platforms, or Services (collectively, the "Services"), you agree to these Terms, whether or not you register as a member (a "Member").

DISTELLE reserves the right to amend these Terms at any time. Any changes will take effect upon posting on the Website, with significant changes communicated through email or prominent notices on the Website. Your continued use of the Services constitutes acceptance of the revised Terms.

DISTELLE may suspend or terminate your access to the Website or Services without notice if you violate these Terms.

2. Access and Retention

To access and retain this Agreement, you must have an internet connection and the necessary equipment to connect to the World Wide Web, such as a computer or mobile device. Please save or print a copy of this Agreement for your records. DISTELLE will maintain an archive of previous versions of these Terms on the Website for transparency.

In the event of technical issues affecting your access to the Website or Services, DISTELLE will make reasonable efforts to resolve such issues within the following timelines:

• Minor issues (e.g., account login): Resolved within 24-48 hours.
• Major issues (e.g., Website outage): Resolved within 5-7 business days.

DISTELLE is not liable for delays caused by factors outside its control, including but not limited to acts of third parties or force majeure events.

3. Understanding these Terms and Conditions

Certain terms used in these Terms are defined for clarity (the "Defined Terms"). Defined Terms are capitalized and explained in the section where they first appear. The terms "DISTELLE," "we," "us," and "our" refer to DISTELLE LLC, while "you" and "your" refer to the individual using the Services.

By using the Services, you acknowledge and agree to the meanings of all Defined Terms. This Agreement may be updated, so we encourage you to review the Website regularly to ensure compliance with the latest version.

4. Age and Legal Compliance

By accessing or using the Website, you confirm that you are at least 18 years old. If you are under 18, a parent or legal guardian must review and accept these Terms on your behalf. Parents or guardians are liable for any activities of minors using the Website.

Users under 18 residing in jurisdictions with stricter age requirements must refrain from using the Services unless they meet the minimum legal age or comply with relevant regional laws. DISTELLE disclaims all liability for damages resulting from fraudulent age claims or non-compliance with applicable laws.

5. Permitted Use and Responsibility

You may use the Website only as permitted under this Agreement. Examples of prohibited activities include:

• Using the Website for fraudulent purposes.
• Uploading harmful software (e.g., malware or viruses).
• Attempting to bypass Website security measures.
• Impersonating another individual or entity.
• Reverse engineering or unauthorized access to the Website.
• Using automated tools (e.g., bots) to scrape data or interfere with Website functionality.

If you create an account, you are responsible for maintaining the confidentiality of your credentials. Notify DISTELLE immediately if you suspect unauthorized access or use of your account at support@distelle.net.

6. Dispute Resolution

In the event of ambiguity or dispute regarding any terms, DISTELLE’s interpretation shall prevail, provided it aligns with applicable law.

If informal mediation fails to resolve a dispute, the parties agree to submit to arbitration under the AAA Commercial Arbitration Rules, conducted in Newark, Delaware.

If arbitration fails to resolve the matter, the parties agree to submit to the exclusive jurisdiction of the courts in Newark, Delaware.

7. Indemnification

You agree to indemnify, defend, and hold DISTELLE harmless from any claims, damages, liabilities, or costs (including reasonable attorney fees) arising from:

• Your breach of these Terms.
• Your misuse of the Website or Services.
• Any violation of applicable law or the rights of a third party.

8. Division of Terms

These Terms are organized into two titles:

• Title 1 – Essential Information About Our Services: This section provides an overview of the Website and Services.
• Title 2 – Legal Terms and Conditions: This section details the legal obligations and liabilities associated with using the Services.

Please review both titles carefully to understand your rights and obligations when using DISTELLE’s Website and Services.

TITLE 1 - ESSENTIAL INFORMATION ABOUT OUR SERVICES

1.1. About DISTELLE 

We, DISTELLE LLC, and certain affiliates are responsible for operating the Website. DISTELLE LLC is a registered company in the United States, located in the state of Delaware. Our registered office is at:
254 Chapman Rd, Ste 208 #17288, Newark, Delaware 19702.
Our Employer Identification Number (EIN) is 32-0771501.

DISTELLE facilitates the purchase of products from third-party retailers ("Partners") listed on the Website. When you purchase products through the Website, your contract is directly with the relevant Partner, not with us. DISTELLE acts as an authorized agent on behalf of Partners to conclude the sales contract. While we assist in facilitating the transaction, we are not a party to the sales contract.

Further details about our products, Partners, and the nature of your contractual agreement with them are outlined in sections 3, 4, and 5 below.

1.2. Description of Services 

DISTELLE offers a variety of services that allow users to:

• Explore and purchase products from Partner boutiques and brands worldwide.
• Coordinate product delivery when applicable.
• Access customer support.
• Learn more about the Partner boutiques and their offerings.

Important: The purchase contract is directly between you and the relevant Partner. DISTELLE facilitates transactions and, in some cases, delivery services. However, delivery responsibilities may vary depending on the Partner. If the Partner is responsible for shipping, this will be indicated in the Shipping Section of the product description (e.g., "The Manufacturer is responsible for shipping").

Payment and Delivery Terms:

• Payments are due to the Partner once the article has been received by the customer for made-to-order items.
• For all other products, payments are considered due after the 14-day mandatory cool-off period has elapsed.
• Your contract with DISTELLE for delivery services (where applicable) concludes once the product has been delivered to you by the courier or collected directly from the Partner.

Age Restriction: You must be at least 18 years old to use our services.

1.3. Product Information

We strive to provide accurate product descriptions on the Website. However, as this information comes from third parties (our Partners), we cannot guarantee absolute accuracy or error-free descriptions. For further information, please contact our Customer Service Advisors.

Product images are illustrative and may not represent exact colors due to variations in screen displays.

Partners are prohibited from offering defective or substandard products. If you receive an item that is inaccurately described or defective, it is eligible for return.

Returns and Refunds:
Refunds, discounts, replacements, or repairs are provided on a case-by-case basis. Consumer rights regarding faulty products remain unaffected. Products sold by Partners are intended for personal, domestic use only. Resale, export, or re-export of products to embargoed countries or individuals under sanctions (as per U.S. and E.U. regulations) is strictly prohibited.

DISTELLE and its Partners are not liable for business losses, including lost profits, missed opportunities, or business interruptions.

1.4. Our Partners

When purchasing a product through the Website, your contract is with the relevant Partner, not DISTELLE. We act as an intermediary authorized by Partners to finalize transactions.

Payment Process:
Payments are made to DISTELLE, held on behalf of the Partner, and transferred to the Partner after you receive your product.

Business Ethics:
Partners must adhere to fair labor, safety, and environmental standards, as well as comply with all applicable laws. Partners must also ensure their products do not infringe upon any intellectual property rights. DISTELLE reserves the right to sever relationships with Partners if these obligations are violated.

Until formal audits become feasible, the Partner agrees to provide an annual self-declaration confirming compliance with ethical, legal, and quality standards. The Partner must submit an annual self-certification of compliance by January 31st of each calendar year. Failure to submit this certification may result in a temporary suspension of product listings until compliance is confirmed. DISTELLE reserves the right to hold Partners accountable for non-compliance with these standards.

Resolution Support:
If you encounter issues with a product or Partner, DISTELLE will assist in resolving them by coordinating with the Partner.

Payment Schedule:
Partners receive payments at the end of each month. Early payment requests may be considered on a case-by-case basis. These are subject to approval by DISTELLE’s board of directors and are only possible after delivery and the 14-day mandatory cool-off period (excluding made-to-order items).

 

For more information, please visit our "How to Shop" page.

1.5. Orders, Pricing, Payment, and Taxes

To place an order, please follow the instructions in the "How to Order & Pay" section on our How to Shop page. By completing the checkout process, you are making an offer to purchase the products from the relevant Partner, not DISTELLE directly.

Your order is subject to these Terms and Conditions, which form part of the contract between you and the Partner. All orders are subject to availability and confirmation of the order price.

If the product is unavailable or the Partner cannot honor the price, DISTELLE may cancel your order (or part of it). If an item is out of stock, DISTELLE, at its discretion, may attempt to source the item from another Partner. You will be notified via email if this occurs.

Pricing, Availability, and Taxes
While DISTELLE strives to ensure the accuracy of product details, descriptions, and prices on the Website, errors may occur as the information originates from third parties (e.g., Partners). If a pricing error is identified, we will contact you to confirm your order at the corrected price or cancel it. If contact cannot be established, the order will be canceled, and you will receive a full refund.

Depending on jurisdiction, DISTELLE may collect and remit sales or use taxes. If no taxes are collected at the point of sale, you may still be liable for them unless exempt by law. Taxes and duties included in the original purchase price will be reimbursed for returned products. If not included, you are responsible for reclaiming duties directly from customs authorities.

Order Fulfillment
(a) Stock Sent to DISTELLE: The Partner agrees to deliver their products in a ready-to-sell condition to DISTELLE's designated location. The Partner is responsible for ensuring that products are of merchantable quality, free from defects, and in accordance with the promised quality, size, and color. Upon arrival, DISTELLE will inspect the stock within 15 days and notify the Partner of any issues, including defective or damaged goods. If defects are identified, the Partner must arrange for the return or replacement of defective items at their expense within 15 business days. Failure to address these issues may result in removal of the product from the platform.

(b) Direct Shipping to Customers: If the Partner opts to ship directly to customers, they assume full responsibility for ensuring delivery and compliance with all applicable shipping laws. For more information, please refer to clause 2.11.

Ready-to-wear products shall be delivered within 5-10 business days, and made-to-order items must be delivered within 25 business days. Delays beyond these timelines must be communicated promptly to both DISTELLE and the customer. In cases of delays due to Force Majeure or third-party logistics issues, the Partner must notify DISTELLE and the customer within 3 business days of becoming aware of the delay, providing a reason and revised delivery timeline.

1.6. Shipping and Delivery

The estimated delivery date will be provided in your order confirmation email. If no specific date is provided, your order will be delivered within a maximum of 30 days of dispatch. Delivery times are estimates and not guaranteed.

Delivery Responsibility:
Products may be delivered by DISTELLE or directly by the Partner. In cases of multiple items, your order may arrive in separate deliveries.

If delivery is delayed due to events beyond reasonable control (e.g., customs processing or carrier delays), DISTELLE will make every effort to deliver your order promptly.

Missed Deliveries:
If no one is available to receive the order, the carrier will leave a note for rescheduling.

Optional Delivery Services:
At your discretion, carriers may offer:

• Delivery without a signature.
• Leaving items with neighbors or at reception/security.
• Redirecting to a collection point.

By selecting these options, you acknowledge that DISTELLE is not liable for loss or damage.

Returns to Origin (RTO):
Shipping costs will not be refunded if the RTO occurs due to:

• Failure to provide required customs documents.
• Refusal to pay customs duties.
• Incorrect or unreachable address.

In these cases, the product cost may also not be reimbursed.

1.7. Returns, Cancellations and Final Sales

Returns:
In the event that a customer returns an item due to manufacturing defects or incorrect description, the Partner agrees to accept the return and provide a full refund to the customer. Any return made due to a defect or incorrect product description shall be at the Partner's cost, including any return shipping fees.

The Partner is responsible for returns only in cases where the product is defective or does not match the description provided by the Partner. DISTELLE will handle returns caused by delivery damage or other logistical issues under its control if the Partner opted to send a portion of their stock to DISTELLE.

Customers may return eligible products within 14 days of receipt, in compliance with Delaware laws. This policy excludes made-to-order or customized items unless the product is defective or misrepresented.

Non-Returnable Products:
Made-to-order or custom products are not eligible for return unless they are found to be defective. In such cases, the Partner agrees to accept the return and refund the full purchase price.

Disputes and Chargebacks:
If a customer files a chargeback or reports a defect, DISTELLE will arbitrate the situation. If the stock is held by DISTELLE, we will assess whether the complaint is valid. If the complaint is verified, DISTELLE will assume responsibility, and the Partner will not be held accountable. If the stock is held by the Partner, the Partner must verify the defect after receiving evidence from the customer. If no defect is found, and the complaint is invalid, the Partner will bear the responsibility. In cases of abuse of chargebacks or fraudulent claims, DISTELLE reserves the right to block the account and take legal action if necessary.

For further information, please refer to our Returns & Refunds Policy.

1.8. Privacy Policy 

Our use of your personal information complies with our Privacy Policy. We urge you to carefully read the policy as it contains vital information regarding the collection and utilization of your data. By using the Website, you provide consent to the use of your data as outlined in our Privacy Policy and warrant the accuracy of all data you provide.

For further information; please check Title 2 section 2.17.

1.9. Intellectual Property and Content Rights

We own or have rights to all the intellectual property related to the Website and its content. This includes text, graphics, logos, images, audio clips, and software, as well as how the content is presented and compiled ("Content"). These rights are protected by international copyright laws and relevant national laws. All rights are reserved.

You are not allowed to systematically extract or reuse parts of the Website or the Content. Additionally, creating or publishing a database that includes significant portions of the Website (such as prices and product listings) without our prior written consent is not allowed.

Unless specifically stated, individuals (including names and images), third-party trademarks, and images of third-party products, services, and/or locations featured on the Website are not associated, linked, or affiliated with us in any way. Any trademarks or names displayed on the Website belong to their respective trademark owners.

1.10. Responsible Sourcing Policy

We attempt to ensure that all Partners and other suppliers operate ethically. We expect all Partners and other suppliers to consistently maintain an environment that safeguards the health and safety as well as the basic human rights of their employees. Compliance with national employment laws and regulations, particularly regarding minimum employment age, voluntary employment, health and safety, freedom of association and collective bargaining, nondiscrimination, absence of harsh or inhumane treatment, working hours, remuneration, and terms of employment, is expected from all Partners and other suppliers.

We will not knowingly permit a Partner to offer products on the Website if they are sourced from countries that violate these principles. We also look to our Partners and other suppliers to instill these principles when dealing with their own supplier base. Given the sometimes intricate nature of the supply chains of our Partners and other suppliers, monitoring and controlling the conditions of each individual involved in product production may not always be feasible. However, as we expand, we recognize the importance of being proactive and doing everything within our power to uphold the rights of those involved in product manufacturing.

1.11. Additional Information

DISTELLE reserves the right to close accounts or restrict future orders at its sole discretion. The Terms and Conditions are severable, and each section operates separately. If any portion is deemed unlawful or unenforceable, the remaining sections will remain in effect.

Waiver: DISTELLE's failure to take action in response to a breach of terms does not constitute a waiver of its rights. Any waiver of a breach will only be valid if provided in writing and signed by one of DISTELLE's CEOs. These terms and conditions constitute the entire agreement between you and DISTELLE, superseding any previous agreements. DISTELLE and its partners will not be liable for any failure to perform obligations due to events outside of their control, such as natural disasters, government actions, or transportation interruptions. In the event of such circumstances, DISTELLE will contact affected customers to notify them and suspend obligations until the event is resolved. To lodge a complaint or dispute, customers are encouraged to reach out via the "Contact Us" page on the DISTELLE website. This involves providing relevant order information and clearly stating the issue for resolution, as DISTELLE is committed to resolving disputes and encourages customer communication for any complaints or comments.

1.12. Product Ranking Parameters

The items listed for sale on the Website are ranked based on several criteria to ensure a balanced approach between commercial requirements, partner services, and an optimized online browsing experience. The ranking considers factors such as customer's user type, gender, preferences, shopping behavior, and selected browsing filters. Additionally, the DISTELLE algorithm takes into account newness, stock availability, revenue, transaction volume, average price, upload date, season, page visits, category, and color when determining the ranking of items.

In cases where identical items are available from multiple partner sources, additional criteria such as final customer price, partner preferential stock point, partner score, and upload date are considered to determine which item is displayed. While DISTELLE may prioritize items from its own affiliates over third-party partners to maximize user interactions and increase awareness of its affiliates' items, this is not always the case.

DISTELLE's brand and retailer partners have the option to pay for featured placements on select sites and app listings, which results in higher visibility for these items on the Website.

These featured items will be clearly flagged on the listing pages.

TITLE 2 - LEGAL TERMS AND CONDITIONS

2.1. Commercial Use of the Service

If you are using the Service and/or accessing the Websites on behalf of a company, entity, or organization (collectively, a “Subscribing Entity”), you represent and warrant that: 

(a) You are an authorized representative of the Subscribing Entity and that you have the authority to bind the Subscribing Entity to this Terms of Service; 

(b) You have read and understand this Terms of Service; and 

(c) You agree to this Terms of Service on behalf of the Subscribing Entity. 

Illegal and/or unauthorized uses of the Websites include, but are not limited to, browsing or downloading illegal content, collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Websites, sharing or disclosing your username or password to any third party or permitting any third party to access your account, attempting to impersonate another user or person, use of the Websites in any fraudulent or misleading manner, any automated use of the system, such as scraping the Websites, automated scripts, spiders, robots, crawlers, data mining tools or the like, interfering with, disrupting, or creating an undue burden on the Websites or the networks or services connected to the Websites, and using the Websites in a manner inconsistent with any and all applicable laws and regulations. 

Illegal and unauthorized use of the Websites may be investigated, and appropriate legal action may be taken, including civil, criminal, and injunctive redress against the offending party. DISTELLE reserves the right to revoke access to the service at any time and for any reason. Actions that constitute an "undue burden" on the websites include interfering with or disrupting the normal operation of the websites, creating excessive traffic or requests to the servers, and using automated tools (such as scraping, bots, or crawlers) to access or extract data from the websites without permission.

Use of the Websites and Service is with the permission of DISTELLE, which may be revoked at any time, for any reason, in DISTELLE’s sole discretion. 

2.2. Account and Security  Obligations

You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify DISTELLE of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. DISTELLE will not be liable for any loss or damage arising from your failure to comply with this provision. 

To ensure the security of user accounts, DISTELLE requires users to maintain the confidentiality of their username and password and is fully responsible for all activities that occur under their account. Users must immediately notify DISTELLE of any unauthorized use of their account or breaches of security. DISTELLE also advises users to exit their accounts at the end of each session and to exercise caution when accessing their accounts from public or shared computers to protect their login credentials and personal information. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-login feature if you have it linked to your DISTELLE account.

2.3. Acceptable Use of the Website

(a) You must not copy or capture, or attempt to copy or capture, any content from the Websites (the “Content”) or any part of the Websites, unless given express permission by DISTELLE.

(b) You must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Platform, except (i) where such Content is created by you (such content, “Your Content”), or (ii) as permitted under these Terms of Service, and within the parameters set by the person or entity that uploaded the Content (the “Uploader”) (for example, under the terms of Creative Commons licenses selected by the Uploader).

(c) You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of the Websites’ offering.

(d) You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.

(e) You must not employ the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log-in, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Websites.

(f) You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Websites or any Content appearing on the Websites (other than Your Content).

(g) You must not, and must not permit any third party to, copy or adapt the object code of the Websites, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Websites, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than Your Content.

(h) You must not use the Websites to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:

- any Content that is offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in DISTELLE’s sole and reasonable discretion;

- any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or

- any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in DISTELLE’s sole and reasonable opinion;

- any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which will or might overburden, impair or disrupt the Websites or servers or networks forming part of, or connected to, the Websites, or which does or might restrict or inhibit any other user's use and enjoyment of the Websites; or

- any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.

(i) You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation. Violating these terms can lead to immediate termination of your membership without any entitlement to a refund of unused subscription fees. Additionally, severe violations may result in legal actions.

(j) You must not rent, sell or lease access to the Websites, or any Content on the Websites, although this will not prevent you from including links from Your Content to any legitimate online download store from where any item of Your Content may be purchased.

(k) You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person. Such impersonation is a violation of these terms and can lead to termination of your account.

(l) You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any DISTELLE employee. Harassment includes any unwanted or aggressive behavior, such as threatening messages or persistent unwanted communication. If we feel that your behavior towards any of our employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership without any refund of unused subscription fees.

(m) You must not sell or transfer, or offer to sell or transfer, any DISTELLE account to any third party without the prior written approval of DISTELLE.

(n) You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping. Collecting personal data about other users without their consent is strictly prohibited.

(o) You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by DISTELLE or any Uploader; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of DISTELLE’s servers, system, or network or attempt to breach DISTELLE’s data security or authentication procedures; attempt to interfere with the Websites or the Services by any means including, without limitation, hacking DISTELLE’s servers or systems, submitting a virus, overloading, mail-bombing, or crashing. Violations of these security measures can lead to immediate termination of your account, and DISTELLE reserves the right to investigate any situation that appears to involve such violations and may report them to the relevant authorities for prosecution.

You agree to comply with the above conditions, and acknowledge and agree that DISTELLE has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Service. This may include taking court action and/or reporting offending users to the relevant authorities.

2.4. Partner Representations and Warranties

You hereby represent and warrant to DISTELLE as follows:

(a) Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents, and permissions necessary in order to use, and (if and where relevant) to authorize DISTELLE to use, Your Content pursuant to these Terms of Service, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available, and otherwise communicate to the public Your Content, and each and every part thereof, on, through, or via the Websites, any and all Services and any third-party services.

(b) Your Content and the availability thereof on the Platform do not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers' rights, rights of privacy or publicity, or rights in confidential information.

(c) You have obtained any and all necessary consents, permissions, and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance, or likeness in Your Content and to publish the same on the Websites and via any third-party services.

(d) Your Content, including any comments that you may post on the Websites, is not and will not be unlawful, offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion, or sexual orientation.

(e) Your Content does not and will not create any liability on the part of DISTELLE, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers, and/or shareholders.

If DISTELLE believes that any of Your Content breaches any of the foregoing representations or warranties, it reserves the right to remove Your Content, suspend or terminate your access to the Platform, and pursue all legal remedies. If you wish to dispute the removal of your content or the suspension/termination of your access, you must contact DISTELLE directly with relevant information supporting your claim. This process allows for transparency and an opportunity to address any misunderstandings.

2.5 Term and Termination

This Agreement will remain in full force and effect while you use the Websites and/or Service. You may terminate your membership and/or subscription at any time by contacting us at support@distelle.net. If you resign or cancel your membership and/or subscription to DISTELLE, to help DISTELLE analyze and improve the Service, you may be asked to provide a reason for your resignation/cancellation. DISTELLE may terminate your membership and/or subscription for any reason by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to DISTELLE. If DISTELLE terminates your membership in the Service because you have breached this Agreement, you will not be entitled to any refund of unused subscription fees. All decisions regarding the termination of accounts shall be made in the sole discretion of DISTELLE. DISTELLE is not required to provide you notice prior to terminating your membership and/or subscription. DISTELLE is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your membership or subscription is terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.

 

2.6 Modifications to Terms and Services

DISTELLE reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that DISTELLE shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

 

2.7 Blocking of IP Addresses

In order to protect the integrity of the Services, DISTELLE reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Websites.

 

2.8 Content and Ownership

(a) Proprietary Rights

DISTELLE retains all proprietary rights in the Websites and the Service. The Websites contains the copyrighted material, trademarks, and other proprietary information of DISTELLE, and its licensors. Except where we have given you express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. All content on DISTELLE is proprietary. Except where otherwise specified in this Agreement, all Content is copyrighted material of DISTELLE and for DISTELLE’s Members' use only. Distribution of Content to others is strictly prohibited. You agree that DISTELLE would be irreparably harmed by any violation or threatened violation of this section and that, therefore, DISTELLE shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have.

We may provide links to third party websites, and some of the content appearing on DISTELLE may be supplied by third parties. DISTELLE has no responsibility for these third party websites nor for their content, which is subject to and governed by the Terms of Service and/or privacy policies, if any, of the applicable third party content providers.

 

(b) Partner Content Ownership and Licensing

You agree that any content you upload to the Websites and/or the Service (“Your Content”) shall become the property of DISTELLE. This shall have no effect on Title 2’s Sections 10 (Copyright Infringement Policy), 13 (Limitation of Liability), and 14 (Indemnity by Partners) of this Agreement.

However, with respect to Your Content, DISTELLE grants you a worldwide, royalty-free and non-exclusive license(s) to use, distribute, reproduce, and publicly display such content, except with regard to commercial or for-profit use account.

Any Content other than Your Content is the property of the relevant Uploader, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Websites from time to time and within the parameters set by the Uploader on the Service or with the express written consent of the Uploader. Where you repost another user's Content, or include another user's Content in a set, you acquire no ownership rights whatsoever in that Content. Subject to the rights expressly granted in this section, all rights in Content are reserved to the relevant Uploader.

 

2.9. Restrictions on Use of Content and Materials

You acknowledge that DISTELLE contains content such as images, text, and other content (collectively, "Intellectual Property") that is protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed.

a) Intellectual Property Ownership

All Intellectual Property is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and DISTELLE owns a copyright in the selection, coordination, arrangement and enhancement of such Intellectual Property. All trademarks appearing on this Websites are trademarks of their respective owners.

Partners retain ownership of the content they upload, such as product images and descriptions. However, by uploading this content, partners grant DISTELLE a non-exclusive, worldwide, royalty-free license to use, display, distribute, and modify this content for the purposes of operating the Website and providing services to users.

b) Restrictions on use

You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Intellectual Property, in whole or in part. When Intellectual Property is downloaded to your computer, you do not obtain any ownership interest in such Intellectual Property. Modification of the Intellectual Property or use of the Intellectual Property for any other purpose, including, but not limited to, use of any Intellectual Property in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.

 

2.10. Copyright Infringement Policy

DISTELLE prohibits the submission or posting of any content that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe your copyright has been infringed under Title 17, United States Code, Section 512(c)(2) or for any other copyright infringement claim, please send an email to support@distelle.net.

DISTELLE aims to respond to copyright claims within 10 business days upon receiving a complete claim. If you believe your content was wrongfully removed, you may submit a counter-notification, and DISTELLE will reinstate the content within 14 business days unless the claimant files a legal action seeking a court order.

a) Reporting Copyright Infringement
If you believe that any content on the Website infringes your copyright, please notify us by submitting a Digital Millennium Copyright Act (DMCA) notice to our designated agent as required by the DMCA17 U.S.C. 512(c)(3) or other applicable copyright law.

The notice must include:

1. A description of the copyrighted work that you believe has been infringed.
2. A description of the location on the Website of the allegedly infringing content.
3. Your contact information (name, address, phone number, and email address).
4. A statement that you have a good faith belief that the content is infringing.
5. A statement that the information in your notice is accurate under penalty of perjury.

Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions.

b) Counter-Notification Process
If you believe that content was removed due to a mistake or misidentification, you may submit a counter-notification within 14 business days. This counter-notification must include:

1. A description of the content that was removed.
2. A statement that you believe the removal was made in error.
3. Your contact information and a declaration of consent to the jurisdiction of the relevant court.
   DISTELLE will review the counter-notification and may restore the content unless the original complainant initiates a legal proceeding.

2.11. Liability for Partner-Generated  Content

You hereby acknowledge and agree that DISTELLE:

(a) stores Content and other information at the direction, request and with the authorization of its users,

(b) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Content, and

(c) plays no active role and gives no assistance in the presentation or use of the Content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Websites, and to the extent permissible by law, DISTELLE excludes all liability with respect to all Content (including Your Content) and the activities of its users with respect thereto.

You hereby acknowledge and agree that DISTELLE cannot and does not review the Content created or uploaded by its users, and neither DISTELLE nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor the Websites for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Service or applicable law.

DISTELLE and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Websites by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Websites. By using the Websites, you irrevocably waive the right to assert any claim with respect to any of the foregoing against DISTELLE or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

2.12. Repeat Infringers Policy

DISTELLE will suspend or terminate your access to the Websites if DISTELLE determines, in its sole and reasonable discretion, that you have repeatedly breached these Terms of Service.

If we receive a valid notification from a third party in accordance with our reporting processes or applicable law that any of Your Content infringes the copyright or other rights of such third party, or if we believe that your behavior is inappropriate and violates our Terms of Service, we will send you a written warning to this effect. Any user that receives more than two of these warnings is liable to have their access to the Websites terminated forthwith.

We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by DISTELLE at its sole discretion.

Please note that we do not offer refunds to Members whose accounts are terminated as a result of repeated infringement of these Terms of Service.

Users whose accounts have been terminated for such reasons may appeal this decision by contacting DISTELLE’s support team at support@distelle.net. A review of the case will be conducted, and the user will be informed of the final decision.

 

2.13. Limitation of Liability

In no event shall DISTELLE be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Websites or Service, or use thereof. Nothing contained in this Websites or in any written or oral communications from DISTELLE or its employees or agents shall be construed to make any promise, covenant, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.

The content and functionality on the Websites, and the services provided by employees, are offered "as is" without any express or implied warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. DISTELLE makes no warranties as to the accuracy, completeness, or adequacy of the content or functionality of the Websites or that the Websites will be uninterrupted, error-free, or free from viruses. You acknowledge that your use of the Websites and Service is at your sole risk.

UNDER NO CIRCUMSTANCES SHALL DISTELLE, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE WEBSITES OR SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITES, EVEN IF DISTELLE HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.

 

TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL DISTELLE HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, WEBSITES OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS; LOST DATA; LOSS OF GOODWILL; COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT; WORK STOPPAGE; EQUIPMENT FAILURE OR MALFUNCTION; ILLEGAL, IMMORAL OR FRAUDULENT ACTIVITY; PERSONAL INJURY; PROPERTY DAMAGE; OR ANY OTHER DAMAGES OR LOSSES, EVEN IF DISTELLE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.

 

In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of DISTELLE and sole remedy available to any Member in any case in any way arising out of or relating to the Agreement, Websites or the Service shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the Member or user to DISTELLE during the six months prior to notice to DISTELLE of the dispute for which the remedy is sought.

2.14. Indemnity by Users

You agree to indemnify and hold DISTELLE, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:

(a) your use of the Service and/or Websites in violation of this Agreement and/or arising from a breach of this Agreement including without limitation your representations and warranties set forth above;

(b) any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Websites, and/or your making available thereof to other users of the Websites, and/or the actual use of Your Content by other users of the Websites or related services in accordance with these Terms of Service and the parameters set by you with respect to the distribution and sharing of Your Content;

(c) any activity related to your account, either by you or by any other person accessing your account with or without your consent unless such activity was caused by the act of DISTELLE.

 

2.15. Attorney’s Fees

In the event that DISTELLE is successful in whole or in part in any action or proceeding related to or arising from this Agreement, you shall be responsible for DISTELLE’s attorneys' fees and costs.

 

2.16. Parental or Guardian Permissions

Some of the Content on the Websites may not be appropriate for children. CHILDREN UNDER THE AGE OF 18 ARE NOT PERMITTED TO USE THE WEBSITES UNLESS A SUPERVISING PARENT OR GUARDIAN IS PRESENT.

 

2.17. Privacy Practices

Use of the Websites and/or Service is also governed by our Privacy Policy, located on the titled section of our website. The Privacy Policy complies with applicable privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), which give users rights to access, modify, delete, or transfer their data.

DISTELLE may share user data with third parties for improving user experience and services. However, users can opt out of non-essential data-sharing arrangements not necessary for the core functioning of the service.

 

2.18. Governing Law and Jurisdiction

Any dispute arising out of or related to the Websites and/or the Service shall be governed by the laws of the State of Delaware, U.S.A., without regard to its conflict of law provisions. For users outside of the U.S., Delaware law applies unless otherwise specified by applicable local law. You agree to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for the resolution of any such dispute, and agree to accept service of process as described herein. In case of international disputes, mediation may be attempted prior to escalation to litigation or arbitration.

 

2.19 Arbitration and No Class Action Clause

Except where prohibited by law, as a condition of using the Websites and/or Service, you agree that any and all disputes, claims and causes of action (collectively, "Claim") arising out of or connected with the Websites and/or Service, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held in accordance with the Rules for Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association or other mutually agreeable organization, before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by agreement of both parties or by an independent mediator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement) if the parties are unable to agree. The parties shall split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of the State of Delaware, County of Newark. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of Delaware, County of Newark.

2.20. No Third-Party Beneficiaries

Except as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement. This includes any affiliates, subsidiaries, or subcontractors of either party, who shall not have any rights or obligations under this Agreement unless explicitly stated.

 

2.21. Service Availability Outside the U.S.

If you access the Websites from outside the United States, you do so at your own risk and are responsible for ensuring compliance with applicable laws of your jurisdiction. You acknowledge that any personal information you provide will be processed in the United States and other countries as selected by DISTELLE. If you are located in a jurisdiction with strict data protection laws, such as the European Union (EU), you consent to the collection and processing of your personal data under the terms of this Agreement and our Privacy Policy, in compliance with applicable laws, including GDPR where applicable.

 

2.22. Entire Agreement

This Agreement constitutes the entire understanding between you and DISTELLE regarding the use of the Websites and/or Service. Any amendments to this Agreement shall be effective upon notice to you, either through an updated version posted on the Websites or by other means of communication, such as email.

 

2.23. Severability and Waiver

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. The invalid provision shall be replaced with a valid provision that reflects the original intent as closely as possible. No waiver of any term of this Agreement will be considered a continuing waiver, and DISTELLE's failure to enforce any term at any time does not waive its right to do so in the future.

 

2.24. Section Headings

The section headings in this Agreement are provided for convenience and reference only and do not affect the meaning or interpretation of this Agreement.

Please contact us with any questions regarding this agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.