Terms and Conditions

Terms of service

Welcome to us.nealsyardremedies.com

Before using this website (the “Site”) we ask that you carefully read the following “Terms of service” which govern your relationship with: (i)The Hut.com Limited whose registered office is at 5th Floor, Voyager House, Chicago Avenue, Manchester Airport M90 3DQ; or (ii)(a) if your purchase is made in United States dollars (USD) or Canadian dollars (CAD) and payment is made using a debit/credit/American express card, with THGPP LLC whose registered office is at 1209 Orange Street, Wilmington, County of New Castle, Delaware, 19801, USA; or (b) if your purchase is made in Australian dollars (AUD) and payment is made using a debit/credit/American express card, with Skincare Store Australia Pty Limited whose office is at G01, 38 Atchison Street, St Leonards, NSW 2065 Australia (Not A Return Address). whose registered office is at 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware, 19808, USA (“THG”) and your use of this Site, including access and browsing, along with the use of any interactive features and the purchase of products.

Agreement:

BY ACCESSING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. If you do not agree with these Terms of service (or with any of the “Policies” which are incorporated by reference herein, namely, our Refund Policy and Privacy Policy), please do not use this Site.

Changes:

These Terms of service, as well as our other Policies, may be revised and updated from time to time. Accordingly, please check the “Last Revision” date indicated at the end of this document and of each Policy to make sure you learn of and understand any change we made.

Ownership:

This Site is (i) owned by NYR Organic, Inc. (“NYR”), the exclusive United States Distributor and Licensee of the British natural health and beauty products brand, Neal’s Yard Remedies ™ ®; and (ii) controlled and operated by THG, (for the purposes of these Terms of service, both NYR and THG also referenced as “we”, “us” and “our”).

Your continued use of this Site manifests and constitutes your agreement to these Terms of service, as well as all our Policies.

1. SALES OF PRODUCT AND GEOGRAPHIC RESTRICTIONS

a. This Site is intended for sale to customers and delivery to locations exclusively within the United States of America. The prices displayed on the Site are quoted in US dollars and are intended to be valid and effective only in the United States of America.

b. We reserve the right to accept or decline your order, in whole or in part, in our sole discretion, even after issuing an order confirmation or after your credit card has been charged.

c. Any and all products featured on this Site may only be purchased for personal use only. You may not sell or resell any products you purchase or otherwise receive from this Site.

d. In order to protect our customers as well as ourselves from any fraud, we reserve the right to refuse to process an order suspected of fraudulent, unauthorized or illegal activity or that is in violation of our Policies. If so, we may contact you for further verification or we may reject your order, cancel any account and/or refuse to ship to certain addresses.

e. In the event a product is listed at an incorrect price, we have the right to refuse or cancel orders placed for that product, regardless of whether the order has been confirmed or your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, we will issue a credit to your credit card account.

f. All prices shown on this Site are exclusive of sales tax. Sales tax, where applicable, will be added to your order at check out. Due to stock availability, products may be dispatched from outside the United States of America, in which case you will be alerted that your purchase may be subject to import duties and taxes once your delivery reaches the United States of America. Any such additional charges must be borne by you. If your delivery address is outside of the United States of America you may be subject to import duties and taxes, which are levied once a delivery reaches your destination country. Any such additional charges must be borne by you. You should note that customs policies and practices vary widely from country to country. We recommend that you contact your local customs office for information.

We reserve the right to change prices at any time without notice to you, however, the price of Products purchased will not be changed after your transaction is complete.

2. PRODUCT INFORMATION

a. On this Site, we provide images that accurately portray the products displayed and offered for sale. However, your computer’s specific settings and particular display quality or features could affect the rendition of the image, including dimensions and colors of the products, as shown on your computer’s screen.

b. All material and information presented on this Site is intended for personal, informational purposes only.

c. Statements, descriptions or assessments of the products have not been evaluated by the U.S. Food and Drug Administration or any other government agency and any estimated result or effect may vary or not occur at all.

d. However, our natural health and beauty products, which are sold on this Site, are not intended to treat, cure or prevent any condition or disease, and should be used in accordance with their specific instructions.

e. This Site does not provide -nor should any statement herein be interpreted as giving- any medical or healthcare advice.

f. We recommend you review the ingredients listed for any product for any potential allergic reactions. g. Minors should use our product under parental guardian supervision.

3. INTELLECTUAL PROPERTY: CONTENT, TRADEMARKS & COPYRIGHTS

A. Content

a. All content on this Site is the exclusive property of NYR, its licensors, or its content providers and is protected by copyright, trademark, and other applicable laws.

b. “Content” is intended as including, but not limited to, any and all written text, images, designs, graphics, logos, audio and video clips.

c. Content is protected as a compilation under the copyright laws of the United States and other countries.

d. You have permission to access, copy, download, and print any of the Content but solely and exclusively for your personal, non-commercial use, and strictly on condition that you do not alter, manipulate, modify, delete or temper with any copyright, trademark or other proprietary notice associated with it.

e. Your use of any of the Content is permitted pursuant to a limited license that we grant to you, that we have the right to revoke at any time, in our sole and absolute discretion, for any reason and without notice or explanation.

f. Use of any of the Content -other than as described herein- is expressly prohibited.

g. We reserve the right to cancel any person’s registration and refuse any use of this Site, in our sole and absolute discretion, for any reason and without notice or explanation.

h. We are not responsible for any injury or damage to you or to any other person’s computer(s), other equipment, or person(s), related to or resulting from registration to, use of or other form of participation in the Site or by downloading materials from or using the Site.

i. NYR and THG neither warrant nor represent that your use of any of the Content found on this Site will not infringe on any third party’s right, not affiliated with us. Your use of any part of the Content, however permitted hereunder, is at your own risk and expense.

j. You may not use any hardware or software for the purpose of damaging or interfering with the proper operation of the Site or to intercept any system, data, or personal information from the Site.

k. You agree not to do or attempt to do anything that may cause or result in any disruption or interruption of the operation of the Site in any way, or to circumvent, disable or otherwise limit the function of any security feature of this Site or the right and ability of others to use the Site.

l. We reserve the right, in our sole discretion, to limit or terminate your access to or use of the Site at any time without notice or explanation. You are personally liable for any orders that you place or charges or other liabilities that you incur prior to termination. Termination of your access or use will not waive or affect any other right or relief that we may be entitled to, at law or in equity.

B. Trademarks & Copyrights

a. Trademarks, service marks and copyrights in use or display on this Site are registered and unregistered intellectual property of and owned by Neal’s Yard (Natural Remedies) Limited, NYR and their respective licensors or content providers, or other third parties.

b. Nothing on this Site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo, or service mark displayed on the Site without the NYR’s prior express written permission, except as otherwise described herein.

c. All rights not expressly granted in and by the Site and its content are strictly reserved.

C. Infringement Notice

We respect the intellectual property rights of others. If you believe that any work you authored has been copied on this Site, in a manner that constitutes copyright infringement, please send your “notice of claim of copyright infringement” to our General Legal Counsel, at:

1) NYR Organic, Inc.

Legal Department

745 Fifth Avenue, Suite 500,

New York, New York 10151

Telephone: 212.838.0600

Email: us.legal@nealsyardremedies.com

2) The Hut.com Limited

Legal Department

5th Floor, Voyager House

Chicago Avenue

Manchester Airport

M90 3DQ

Email: dl-legal@thehutgroup.com

In order to effectively provide assistance, your notification must include ALL of the following information, as required pursuant to the Digital Millennium Copyright Act (the "DMCA"):

• A physical or electronic signature of the copyright owner or the person authorized to act on the owner’s behalf;

• A description of the copyrighted work you claim has been infringed;

• Information reasonably sufficient to locate the material in question on the Site;

• Your name, address, telephone number, email address, and all other information reasonably sufficient to permit us to contact you;

• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

• We are under no obligation to post, forward, transmit, distribute, or otherwise provide any material available on this Site, including material you provide to us, and so we have an absolute right to remove any material from the Site in our sole discretion at any time.

4. MATERIAL YOU SUBMIT

A. Nature of Material

a. You acknowledge that you are responsible for any material that you may upload to and/or submit on or via the Site, such as any question, comment, communication or other content (“Your Material”).

b. You represent and warrant that Your Material shall be lawful, appropriate, original, and not infringing on any third party’s copyright.

c. You may NOT upload to or publish on this Site any content that:

• Is false, defamatory, obscene, inappropriate, threatening, violating or invading any privacy or publicity rights, infringing on intellectual property rights, abusive, illegal, or otherwise objectionable;

• Harasses, abuses, disparages, and/or defames another person or entity, including any other authors who post to this Site;

• Encourages the commission of a criminal offense, gives rise to any liability or violates any law;

• Is affected by any software virus or other malicious software;

• Constitutes political pamphleteering or campaigning, mass or chain mailings, or spam;

• Contains a false email address or other fraudulent information in order to unlawfully impersonate an individual or entity, or otherwise to falsify or conceal the true origin of any content;

• Is commercial or marketing material of any kind;

• Discusses medical conditions or claims any medical effectiveness or health benefit.

B. Age Requirement

You must be at least 13 years old to use the Site and/or upload or otherwise author and share any content.

If you are a minor, your parent or legal guardian must:

a. agree to the Terms of service and all other Policies found on this Site, as required hereunder; and

b. grant their consent that you may access and use the Site.

C. Our Use of Your Material

a. In general, you understand that Your Material is not proprietary, is not protected by any agreement of confidentiality -express or implied- and may be utilized and distributed by us in its marketing materials. b. You grant us and our affiliates a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display Your Material throughout the world in any media.

c. You understand and agree that Your Material may be used in whole or in part and may be paraphrased at our discretion, while preserving its general meaning or message, and may be revised to remove any personal or sensitive information.

d. You will receive no compensation, reimbursement or benefit for our use of Your Material.

e. You grant us and our affiliates the right to use any name associated with Your Material.

f. Provided, however, that all personal information you should submit via this Site will be subject to and processed pursuant to the Site’s Privacy Notice. g. You represent and warrant that you own or otherwise control all the rights to the content you post; that the content is accurate; that use of the content you supply does not violate any provision herein and will not cause injury to any person or entity; and that you will indemnify NYR and or THG for all claims resulting from content you supply.

D. Endorsements and Testimonials

You acknowledge and warrant that you will strictly comply with the Federal Trade Commission’s Guides on the Use of Endorsements and Testimonials in Advertising (FTC Endorsement Guides), which require you, inter alia, to clearly and conspicuously disclose:

• Receipt, or promise to receive any compensation, benefit or incentive in exchange for your endorsement, testimonial or favorable review of our products on this Site;

• Any connection between the endorser and the marketer of a product that would affect how people evaluate the endorsement.

5. CONDUCT ON THE SITE

A. Registration

While you do not need to register in order to access and shop on this Site, you will be able to enjoy all features available on this Site after you register. For this purpose, you are required to provide true and accurate information.

B. Password

Certain functions on this Site require you to set a password and are password-protected.

a. You are solely responsible for the maintenance and security of your chosen password.

b. You will be responsible for any conduct or activity which can only be performed upon entering your password.

c. If you have any reason to believe that your password has been hacked, recovered by an unauthorized third party and used without your permission or knowledge, please contact us immediately.

6. LINKS

Throughout the Site you will encounter links to websites operated by NYR or its affiliates and links to websites operated by third parties. These links are provided as a convenience to you in order to facilitate locating certain information or learning more about certain topics.

We do not control or screen and are not responsible for, nor do we endorse or guarantee the accuracy of any other site, along with any information, product or service that may be offered through those sites. Different terms and conditions may apply to your use of any linked sites.

NYR and THG are not responsible for any loss or damage you may incur as a result of using any linked sites.

7. DISCLAIMERS

a. YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

b. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE OR ANY FEATURE OR PART THEREOF AT ANY TIME.

c. NYR AND THG EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;

• ANY WARRANTIES THAT MATERIALS ON THE SITE ARE NONINFRINGING, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING;

• THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERRORFREE;

• THAT THE SITE WILL BE SECURE;

• THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE WILL BE VIRUS-FREE; OR

• THAT INFORMATION ON THE SITE WILL BE COMPLETE, ACCURATE, OR TIMELY.

d. IF YOU DOWNLOAD ANY MATERIALS FROM THIS SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM DOWNLOADINGANY SUCH MATERIALS.

e. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NYR, THG OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND.

f. NYR AND THG DO NOT GIVE OR MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THIS SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY, OR OTHERWISE.

IN CERTAIN JURISDICTIONS, THE LAW MAY NOT PERMIT THE DISCLAIMER OF WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

8. LIMITATION OF LIABILITY

a. YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES.

b. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK AND THAT THE SITE IS MADE AVAILABLE TO YOU AT NO CHARGE.

c. RECOGNIZING SUCH, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NYR, THG NOR THEIR AFFILIATES, SUPPLIERS, OR THIRD-PARTY CONTENT PROVIDERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE, OR ANY OTHER SITE YOU ACCESS THROUGH A LINK FROM THIS SITE OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US, OR THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SITE, NYR’S REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON ITS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF NYR, THG OR THEIR AFFILIATES, OR ANY OF THEIR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

d. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

e. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NYR, THG NOR THEIR SUPPLIERS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OF THE SITE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF THE SITE.

f. BOTH YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. INDEMNIFICATION

a. You agree to indemnify, defend, and hold harmless NYR, THG and their respective affiliates, their officers, directors, employees, contractors, agents, licensors, service providers, subcontractors, and suppliers from and against any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your use of the Site and any violation of these Terms of service.

b. If you cause a technical disruption of the Site or the systems transmitting the Site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption.

c. NYR and THG reserve the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with us in the defense of such matter.

10. APPLICABLE LAW

The laws of the State of New York govern these Terms of service and your use of the Site. If any material on this Site, or your use of the Site, is contrary to the laws of the place where you are when you access it, the Site is not intended for you, and we ask you not to use the Site.

11. GOVERNING LAW; FORUM

a. This Terms of service and any other Policy found on this Site, whether or not referenced herein, shall be construed and enforced according to the laws of the state of New York, without reference to its conflict of law principles, and in no way to favor or against either Party.

b. Each of you and us irrevocably agree to be subject to the personal exclusive jurisdiction and venue of the courts (federal or state, as applicable) in the state, county and city of New York.

12. DISPUTE RESOLUTION

A. Customer Service

Should any disagreement or dispute should arise between us, our customer service will always attempt to settle matters to your satisfaction, to accommodate your needs and propose an effective resolution. We find that nearly all customer disputes are swiftly resolved by our customer service, which you can reach:

• via email at us.support@nealsyardremedies.com

• Telephone: 800.394.5156.

If your dispute cannot be resolved using our customer service team, these Terms describe how we shall proceed with the resolution of the dispute.

B. Statute of Limitations

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, BOTH YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.

(This limitation does not apply to New Jersey residents).

C. Procedure

Each of us agrees that, any dispute arising out of or relating to this Terms of service and any other Policy found on this Site, including the alleged breach, termination, validity, interpretation and performance thereof (“Dispute”) shall be resolved with the following procedures:

a. Negotiation: Upon written notice of any Dispute, each of us shall attempt to resolve it promptly by negotiation. This process should be completed within Thirty (30) Calendar Days (the “Negotiation”).

b. Mediation: If the Dispute has not been resolved by Negotiation, then the we shall proceed to non-binding confidential “Mediation”.

A “Notice of Mediation” shall be served, signifying that the Negotiation was not successful and to commence the mediation process, under the rules of the American Arbitration Association (“AAA”). The AAA shall appoint a mediator. The mediation session shall be held within Thirty (30) Calendar Days of the appointment of the mediator, and shall last for at least one full mediation day, before either of us shall have the option to withdraw from the process. We may mutually agree to continue the Mediation process beyond one day, until there is a settlement agreement, unless either party, or the mediator, states that there is no reason to continue because of an impasse that cannot be resolved and sends a “notice of termination of mediation.” All reasonable efforts will be made to complete the mediation within Thirty (30) Calendar Days of the first Mediation session.

During the course of the Mediation, neither of us can assert the failure to fully comply with paragraph (a), as a reason not to proceed or to delay the mediation.

The service of the Notice of Mediation shall stay the running of any applicable statute of limitations regarding the Dispute until Thirty (30) Calendar Days after we mutually agree that the Mediation is concluded or the mediator issues a Notice of Impasse.

Each side shall bear an equal share of the mediation costs unless we should mutually agree otherwise. All communications, both written and oral, during Negotiation and Mediation are confidential and shall be treated as settlement negotiations for purposes of applicable rules of evidence; however, documents generated in the ordinary course of business prior to the Dispute, that would otherwise be discoverable, do not become confidential simply because they are used in the Negotiation and/or Mediation process. The process shall be confidential based on terms acceptable to the mediator and/or mediation service provider.

After the Mediation process is exhausted, each and either of us shall have the right to commence litigation and bring its claims before the Court, pursuant to the provisions of this article.

13. CHANGES TO THESE TERMS OF SERVICE

We reserve the right, in our sole discretion, to change these Terms of service at any time by posting revised terms on the Site.

Your continued use of this Site following the posting of changes to these Terms of service or other Policies signifies your agreement with and acceptance of the changes.

In the event we make material changes to the Terms of service, notice of these changes will be posted on the homepage of this website and the revised Terms of service will take effect 30 days after their publication on this Site.

14. ENTIRE AGREEMENT and SEVERABILITY

a. This agreement and any policies or operating rules posted on this Site constitute the entire agreement and understanding between you and NYR us with respect to the subject matter thereof and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter.

b. Should any provision in these Terms of service or other Policy in this Site be declared invalid, void or unenforceable for any reason, in whole or in part, the remaining part of that provision and the other provisions shall be unaffected and shall continue in full force and effect, and such invalid, void or unenforceable provision shall be interpreted as closely as possible to the manner in which it was written.

c. Any provision in these Terms of service or other Policy in this Site, which is finally determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such provision and jurisdiction only, be deemed severed to the extent of such prohibition or unenforceability and, subject to such severance, these Terms of service or other Policy in this Site shall continue in full force and effect in accordance with their other terms and conditions.

15. FORCE MAJEURE

Neither of us shall be responsible for any delay in performance hereunder occasioned by any act of God, government order or regulation, strike or other labour dispute, lockout, riot or civil commotion, breakdown of machinery or equipment, fire, epidemic or pandemic, or any cause generally understood to be outside the control of the party to be charged or under the term force majeure (“Force Majeure Events”).

The party that is prevented from performing shall give prompt notice to the other party of the occurrence of such event Force Majeure Event, the expected duration of such condition and the steps that it is taking to correct such condition.

If you have questions or comments about these Terms of service or this Site, please contact our legal department at

• via email at us.legal@nealsyardremedies.com

• Telephone: 212.838.0600

***




NEAL'S YARD REMEDIES’ SWEEPSTAKE AGREEMENT


By Submitting an Official Entry for the “Neal's Yard Remedies” Sweepstake, each entrant (“Entrant”) acknowledges, accepts and agrees to be bound by these Rules and Regulations.


OVERVIEW


i. One (1) Prize “Winner” will be selected in a random drawing from among all eligible entries received at the end of one (1) week period.


ii. Within three (3) days of the closing of the Entry Period, the Sponsor will conduct one (1) drawing and award the one (1) Prize “Winner.”


iii. The drawings will be held on April 26th, 2021


I. ENTRY PERIOD:


The Sweepstake entry period begins at 12 Noon ET on April19th, 2021 and ends at 11:59PM ET on April25th, 2021 (such period, the "Entry Period").


II. SPONSOR:


1. The "Neal's Yard Remedies" Sweepstake (the "Sweepstake") is sponsored by NYR Organic, Inc. (also the "Sponsor", “Sweepstake Provider”, or "NYR Organic"), a corporation organized under the laws of the State of New York, and having its registered address at 745 Fifth Avenue, 5th Floor, New York, New York 10151.


2. The Sponsor is the US Distributor of the British natural health and beauty products brand, Neal’s Yard Remedies™ ®


III. ELIGIBILITY:


1. This Sweepstake is exclusively open to any individual 18 years of age and older, who is a legal resident of the U.S., including the District of Columbia, who is not affiliated in any way with the Sponsor


2. THEREFORE, the Sponsor’s employees, officers, directors, Independent Consultants and agents are NOT eligible to participate in the Sweepstake or to win any prize.


IV. VOID ENTRY:


This Sweepstake and any entry thereto shall be null and void if they do not meet the eligibility requirements or are prohibited or restricted by federal, state and local laws.


V. HOW TO ENTER:


1. In order to enter this Sweepstake, “Entrants” must:


a. be following or start following Neal’s Yard Remedies US Instagram (@nealsyardremedies_US),


b. comment on the Instagram post Neal’s Yard Remedies willpublish on April 19th, 2021 (the “NYR Post”), and


c. share the post to their Instagram stories (each an “Entry” or “Submission”).


2. Submissions must be posted on Instagram: via a post on @nealsyardremedies_US



3. Note:


· Entrants are permittedto post one or more comments to the NYRPost; each individual comment shall be deemed an Entry for purposes of this Sweepstake drawing.


· Additionally, sharing the NYR Post on theEntrant’s ownInstagram Story shallalsobe deemed an Entry, provided thatit is shared on a public Instagram page, and visible to the Sweepstake Provider.



· There is no limit to the number of entries each Entrant may submit.


· Odds of winning depend on the number of eligible entries received.


· Entries will not be acknowledged or returned.


VI. PRIZES:


A total ofOne (1)Prize will be awarded, as follows:


1. Prize:


· Sensitive Comfort + Hydrate Micellar Cleanser(6.76 fl. oz.)


· Sensitive Restore + Smooth Serum(1.01 fl. oz.)


· Sensitive Replenish + Balance Moisturizer(1.69 fl. oz.)


VII. CONDITION.


In order to receive any Prize hereunder, Entrants must have submitted their Entries timely and in compliance with the specifications set forth under these Rules (“Rules” or “Official Rules”).


TAX CONSEQUENCES.

1. To Sponsor:


The organization awarding a prize is not required to file an IRS Form 1099 to report prizes that do not exceed the fair market value of Six Hundred ($600) Dollars (as it is the case for the Prizes to be awarded hereunder -see Instructions to Box 7, IRS Form 1099).


2. To Winner:


However, the recipient of a Prize must report the fair market value of any prize and award (regardless of their value) in the recipient’s tax return pursuant to 26 U.S. Code § 74: “gross income includes amounts received as prizes and awards”.


IN GENERAL.

No cash or other prize substitution shall be permitted.

The prize is nontransferable.

3. Delivery and freight insurance are included, and no such expense will be charged to the Winner. Prize is nontransferable and non-exchangeable.


Any and all prize-related expenses, including without limitation any and all federal, state, and/or local taxes, shall be the sole responsibility of Winner.

X. GRANT OF RIGHTS:


Each Entrant acknowledges and agrees that acceptance of the chance to win constitutes valuable and sufficient consideration for this Grant of Rights, which gives Sponsor “License” to use each Entrant’s Submission (whether or not selected by drawing to win the Prize), including the Entrant’s name, for purposes of marketing and promotion without further compensation, unless prohibited by law.


By entering this Sweepstake, “You” understand, agree and hereby grant:


Exclusive Irrevocable, Unrestricted, Perpetual and Royalty Free License (the “License”) to Sponsor (and anyone acting on their behalf including their publishers and agents licensees, successors, and assigns), unless otherwise prohibited by law.

The License gives the right to print, publish, broadcast, distribute and use, in any media now known or hereafter developed, including but not limited to Sponsor’s websites, and social media platforms, such as Facebook, Instagram and Twitter, in perpetuity (and should the laws of any jurisdiction require the term of such license to be less than in perpetuity, then for a period of Ten [10] years), throughout the World, without limitation, any and all Submissions provided pursuant to this Sweepstake, including the Entrant’s name, statements about the Sponsor, the Neal’s Yard Remedies’ brand, products and promotional campaign, and any biographical information in and for purposes of news, publicity, information, trade, advertising, public relations, marketing and promotion, without any further compensation, formality, notice, review or consent.

Sponsor shall have the right but not the duty to make use of the Submissions in whole or in part for Sponsor’s promotional and marketing campaigns.

Sponsor shall have the right to edit the Submissions, including but not limited to, by including them in a succession of images, by adding background sounds, music or narration, or in any other manner Sponsor, in its absolute and sole discretion, deems appropriate for the purpose of the Neal’s Yard Remedies’ promotional campaigns.

The property of and any copyright associated with the Submissions shall remain with their respective authors.

REQUIREMENTS FOR ALL SUBMISSIONS:

All Submissions must be original and must not (and will otherwise be rejected):

a) Plagiarize or copy existing posts, comments or language made by third parties.


b) Violate any applicable law;


c) Arouse hatred or incite violence;


d) Be generally vulgar, obscene or in bad taste;


e) Be derogatory toward or threaten any person or group of persons or any race, ethnic group, or culture;


f) Contain any element of pornography, obscenity, or sexual activity;


g) Disparage the Sponsor;


h) Contain any malware and other security threats. Sponsor may conduct testing on each Submission to determine whether it poses any threat.


Submissions that fail to comply with these requirements (as it will be determined by the Sponsor in its sole discretion) will be disqualified.


INFRINGEMENT AND INDEMNIFICATION:

Any Submission that violates or infringes upon any third parties’ rights, or proprietary and intellectual property rights, will be disqualified.

In the event that any Submission is challenged as violating or infringing upon any third parties’ proprietary and intellectual property rights, the submitting Entrant shall, at the Entrant’s sole expense, defend or settle such claims.

Entrant shall indemnify, defend, and hold harmless the Sponsor (including its respective employees, agents, sales representatives, distributors, consultants, contractors, managers, officers, directors, shareholders and any other individual involved with the design, production, promotion, execution, or distribution of the Sweepstake) from and against any suit, proceeding, claims, liability, loss, damage, costs or expense (including reasonable attorneys fees), which they may incur, suffer, or be required to pay arising out of such infringement or suspected infringement of any third party’s right.

XIII. PRIZE DRAWING:


The potential Prize Winners ("Winners") will be selected in a lottery fashion, by random drawing, from all eligible entries received. The Winners will be chosen at random from all valid entries.


i. The drawing will be conducted by the Sweepstake Provider whose decision is final and binding, on all aspects of this Sweepstake.


ii. The Winner will be notified within Five (5) days of the closing date, in the comments of the designated post. Failure of the selected Entrant to respond within a reasonable time frame (but not longer than 96 hours) from such notification may result in disqualification and the selection of another entrant among all eligible entries received.


iii. In the event of non-compliance with these regulations, including the inability to accept the Prize, for any reason, an alternate entrant may be selected, at the Sweepstake Provider's discretion.


XIV. CONDITIONS, DISCLAIMERS, AND LICENSE:


i. By entering this Sweepstake, each Entrant agrees to be bound by these Official Rules and by all decisions of the Sweepstake Provider, and to comply with all federal, state and local laws and regulations.


ii. The decisions of the Sweepstake Provider are final on all matters of fact, interpretation, eligibility, procedure and fulfillment.


iii. Entries and other submitted materials will not be acknowledged or returned.


iv. The Sweepstake Provider is not responsible for incomplete, late, lost, or misdirected entries or for any technical malfunction, human error, lost/delayed data transmission, omission, interruption, deletion, defect, or line failure in connection with any telephone network, computer equipment, software or any combination thereof. Entries are void if unreadable, inaccurate, incomplete, mutilated, tampered with, forged, mechanically reproduced, irregular in any way, or otherwise not in compliance with these Official Rules.


v. The Sweepstake Provider makes no warranties, and hereby disclaims any and all warranties, express or implied, concerning any prize furnished or made available in connection with the Sweepstake.


vi. Although the Sweepstake Provider attempts to ensure the integrity of the Sweepstake, the Sweepstake Provider is not responsible for the actions of entrants or other individuals in connection with the Sweepstake, including entrants' or other individuals' attempts to circumvent the Official Rules or otherwise interfere with the administration, security, fairness, integrity, or proper conduct of the Sweepstake.


vii. The Sweepstake Provider is not responsible: for injury or damage to Entrant's or to any other person's computer(s), other equipment, or person(s), related to or resulting from participation in the Sweepstake or downloading materials from or using the Sweepstake Site, or if, for any reason, the Sweepstake is not capable of running as planned by reason of damage by computer virus, worms, bugs, tampering, unauthorized intervention, fraud, technical limitations or failures, strikes, industry conditions, bankruptcy or liquidation, marketplace demands, applicable law, unforeseen obstacles, or any other causes which, in the sole opinion of the Sweepstake Provider, could corrupt, compromise, undermine, or otherwise affect the administration, security, fairness, integrity, viability, or proper conduct of the Sweepstake.


viii. The Sweepstake Provider reserves the right in its sole and absolute discretion to modify these Official Rules and/or to cancel, terminate, modify, or suspend all or any part of the Sweepstake, and to select a Winner from among all eligible entries received up to the time of such cancellation, termination, modification, or suspension, as applicable.


ix. Proof of submitting entry will not be deemed receipt of such entry by the Sweepstake Provider. In the event that there are typographical errors that obscure the original intent of the Sweepstake, Sweepstake Provider reserves the right to cancel or modify the Sweepstake appropriately.


x. All taxes, if any, (including without limitation Federal, state and local taxes) in connection with the Prize, and the reporting consequence thereof, are the sole responsibility of the Prize Winner. Prize Winner may be sent a tax form 1099 in the event the average retail value requires Sweepstake Provider to submit such form.


xi. In order to claim the Prize, the Winner may be required to sign an affidavit of eligibility and in compliance with these Official Rules, liability release, publicity release (unless prohibited by law), address verification and other registrations and participation information requested by the Sweepstake Provider (unless prohibited by law), at the discretion of Sweepstake Provider. Additional information will be mailed to Winners using the address available on his/her Entry.


xii. The return of forms or prizes as undeliverable may result in disqualification and selection of an alternate winner, at the sole discretion of the Sweepstake Provider. In no event is Sweepstake Provider required to contact Selected Entrants more than once.


xiii. By entering this Sweepstake and unless prohibited by law, the Winner hereby consents to the use of his/her respective Submissions without additional compensation for the Sponsor’s promotional purposes


XV. CONDUCT:


The Official Rules will be posted at the Sweepstake Site throughout the Entry Period. By entering and participating in this Sweepstake, Entrants:


a. Fully and unconditionally agree to be bound by these official rules and by all decisions of the Sweepstake Provider (which decisions shall be final and binding in all respects), including without limitation decisions regarding eligibility, prize winner and the interpretation of terms used in these Official Rules; and


b. Represent and warrant that all information provided by each Entrant in connection with the Sweepstake is true, accurate and complete.


i. The Sweepstake Provider reserves the right, at any time and at its sole discretion, to disqualify and/or deem ineligible to participate in this Sweepstake or any future sweepstake or other promotions of the Sweepstake Provider, any individual it suspects: to be tampering with the entry process or the operation of the Sweepstake or the Sweepstake Site; to be acting in violation of the Official Rules or the Sweepstake Site's terms of service, privacy policy or other terms, conditions or guidelines; to be acting in bad faith or in a disruptive manner, or with the intent to annoy, abuse, threaten or harass any other person; to have failed to agree to these Official Rules; or to be in violation of these Official Rules.


ii. Any attempt by an Entrant or any other individual to deliberately damage any internet site or undermine the legitimate operation of the Sweepstake is a violation of these Official Rules as well as criminal and civil laws.


iii. Should the Sweepstake Provider believe or become aware that such an attempt has been, is being, or will be made, the Sweepstake Provider reserves the right to seek remedies and damages from any responsible entrant(s) and other responsible individual(s) in the attempted damage to the fullest extent permitted by law, including without limitation criminal prosecution.


RELEASE AND INDEMNIFICATION OF PROVIDER:

By entering the Sweepstake, Entrants release and hold the Sweepstake Provider harmless from and against any and all losses, damages, rights, claims, and actions of any kind arising in whole or in part, directly or indirectly, from the Sweepstake or participation in any Sweepstake-related activity (including without limitation the removal from the site of, or discontinuation of access to, any materials), or resulting directly or indirectly, from acceptance, possession, use, or misuse of any Prize awarded in connection with the Sweepstake, including without limitation personal injury, death, and/or property damage, as well as claims based on publicity rights, defamation, and/or invasion of privacy.


LIMITATION OF LIABILITY:

In no event will the Sweepstake Provider be responsible or liable for any damages or losses of any kind, including without limitation direct, indirect, incidental, consequential, or punitive damages, arising out of any access to and/or use of the Sweepstake Site, the downloading from and/or printing material downloaded from the Sweepstake Site, the removal from the Sweepstake Site of, or discontinuation of access to, any materials, or the acceptance, possession, use, or misuse of, or any harm resulting from the acceptance, possession, use or misuse of, or participation in, any prize awarded in connection with the Sweepstake. Without limiting the foregoing, the Sweepstake, all Prizes, and all materials provided on or through the Sweepstake Site are provided "as is" without warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.


GOVERNING LAW:

The Sweepstake and these Official Rules are governed by and shall be construed in accordance with the substantive laws of the State of New York (as distinguished from the choice of law rules) applicable to contracts made and performed entirely in New York and where the relevant contacts are with such state. All applicable federal laws and regulations apply.


As a condition of participating in this Sweepstake, each Entrant agrees that any and all disputes that cannot be resolved between the parties, and causes of action arising out of or connected with this Sweepstake, shall be brought individually, without resort to any form of class action, exclusively before the State or Federal courts located in city and county of New York.

Each Entrant irrevocably agrees to be subject to the personal exclusive jurisdiction and venue of the courts (State or Federal, as applicable) in the state, county and city of New York.

Further, in any such action, under no circumstances shall any Entrant be permitted to seek or obtain awards for, and hereby waives all rights to, punitive, incidental or consequential damages, including reasonable attorney’s fees, other than Entrant’s actual out-of-pocket expenses (i.e.: the costs associated with entering this Sweepstake).

Entrant further waives all rights to have damages multiplied or increased.

MISCELLANEOUS:

Privacy: Information submitted in connection with the Sweepstake will be treated in accordance with these Official Rules and the Sweepstake Provider's Privacy Policy (as may be amended from time to time), currently located athttps://us.nealsyardremedies.com/policies/privacy-policy provided, that in the event of any conflict between these Official Rules and such Privacy Policy, the terms and conditions of these Official Rules shall prevail.

Severability: If any provision of these Official Rules is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Official Rules and shall not affect the validity and enforceability of any remaining provisions.

Headings: headings and captions are used in these Official Rules solely for convenience of reference, and shall not be deemed to affect in any manner the meaning or intent of these Official Rules or any provision hereof.

RELATIONSHIP WITH INSTAGRAM:

This promotion and the Sweepstake Provider are in no way sponsored, endorsed, administered by, or associated with Instagram.

Any information provided by the Entrants is provided to NYR Organic, Inc. not to Instagram.

RELEASE AND INDEMNIFICATION OF FACEBOOK:

By entering the Sweepstake, Entrants release Instagram and hold Instagram harmless from and against any and all losses, damages, rights, claims, and actions of any kind arising in whole or in part, directly or indirectly, from Sweepstake or participation in any Sweepstake-related activity (including without limitation the removal from the site of, or discontinuation of access to, any materials), or resulting directly or indirectly, from acceptance, possession, use, or misuse of any Prize awarded in connection with the Sweepstake, including without limitation personal injury, death, and/or property damage, as well as claims based on publicity rights, defamation, and/or invasion of privacy.