SCENTD LLC · LAST UPDATED: [DATE] · QUESTIONS: LEGAL@SCENTD.COM
IMPORTANT: READ CAREFULLY. IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS HEREIN, PROVIDER IS UNWILLING TO PROVIDE THE SERVICE TO YOU, AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICE.
These Terms of Service (the "Terms") constitute a legal agreement between "you" and Scentd LLC ("Provider," "we" or "us") and govern your access to and use of Provider's online marketplace and community platform that enables users to buy, sell, and discuss fragrances, including decants and partial bottles, together with any associated application programming interface(s), administrative interfaces, services, information, documentation, content, mobile applications, and materials incorporated therein (the "Service").
By clicking "Agree" (or similar button or checkbox) or otherwise accessing or using the Service, you represent to Provider that you agree to be bound by these Terms.
Subject to your agreement to be bound by all of the terms and conditions herein, Provider authorizes you to access and use the Service. The Service is deemed accepted by you when you access the Service.
Subject to all of the terms and conditions herein, Provider hereby grants you a non-exclusive, non-transferable, non-assignable, limited license to access and use the Service solely in accordance with these Terms. The Service is licensed to you, not sold, and Provider reserves the right to revoke such license at any time and disable your ability to access or use the Service for any reason or for no reason.
Provider's Privacy Policy is available at scentd.studio/privacy. The Privacy Policy provides information about Provider's privacy practices and how Provider uses personal information in connection with providing the Service.
The Service is protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. All rights in the Service not expressly licensed under these Terms are reserved to Provider. You shall not reproduce, retransmit, disseminate, sell, publish, broadcast, circulate, rent, lease, sublicense, assign, or otherwise transfer any portion of the Service except as expressly authorized in these Terms.
You may submit or otherwise make available certain non-public information through the Service ("Customer Data"). As between you and Provider, you retain all rights in your Customer Data. You acknowledge and agree that Provider may use Customer Data solely to provide, operate, maintain, and support the Service, and as otherwise permitted under these Terms and the Privacy Policy.
You acknowledge and agree that Provider may collect and use information related to your use of the Service that does not identify you or any individual ("Usage Data") for purposes of operating, analyzing, and improving the Service and Provider's other products and services.
If you provide comments, suggestions, ideas, or other information or materials regarding the Service ("Feedback") to Provider, Provider may use, modify, and incorporate such Feedback for any lawful purpose. You hereby grant to Provider a non-exclusive, perpetual, irrevocable, transferable, sublicensable, worldwide, and royalty-free license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.
You acknowledge and agree that fragrance product information you submit to the Service — including but not limited to fragrance names, brands, batch codes, production dates, bottle photographs, packaging photographs, atomizer images, label images, sourcing details, and any related product metadata (collectively, "Fragrance Product Data") — may be retained, indexed, aggregated, analyzed, and used by Provider for purposes including: (a) operating the Service; (b) building, training, improving, and validating authenticity verification systems, including computer vision and machine learning models that detect counterfeit fragrances; (c) developing and refining a batch code verification database; (d) enabling community-based authentication and product verification features; (e) creating aggregated, anonymized, or derivative data products and reference databases; and (f) any other purpose related to improving trust, safety, and authenticity on the Service.
You hereby grant Provider a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable license to use, reproduce, modify, adapt, store, index, analyze, create derivative works from, and train machine learning and artificial intelligence systems on the Fragrance Product Data you submit. Provider may retain Fragrance Product Data, including photographs, after a listing is removed, sold, expired, or after your account is closed or deleted. Photographs and product data may be retained in aggregated, anonymized, or de-identified form indefinitely as part of Provider's authenticity reference database.
The Service operates as a peer-to-peer marketplace. Provider does not buy, sell, take possession of, or take title to any items listed on the Service. Provider acts solely as a venue connecting buyers and sellers.
By listing any item for sale on the Service, you represent and warrant that:
Sellers of decanted, rebottled, or repackaged fragrance products acknowledge that such products are regulated as cosmetics under federal and state law. Seller agrees to provide compliant labels that include: (a) accurate identification of the fragrance contents; (b) net contents in milliliters or fluid ounces; (c) Seller's identifying information; (d) standard cosmetic warning statements; and (e) a clear disclaimer of affiliation with the original fragrance manufacturer.
You may not list, sell, offer, or purchase the following through the Service:
By purchasing any item through the Service, you represent and warrant that you have full legal capacity to enter into the transaction, will pay the agreed price plus applicable shipping costs and taxes, will confirm receipt of items in a timely manner, and will engage in dispute resolution in good faith if any issue arises.
Seller agrees to indemnify, defend, and hold harmless Provider against all claims, damages, settlements, costs, and legal fees arising from Seller's failure to comply with applicable labeling requirements, any misrepresentation of product authenticity, contents, or origin, or any breach of these Terms by Seller.
Provider is committed to maintaining a marketplace free of counterfeit goods. Provider employs a multi-layered system including seller identity verification, batch code validation, mandatory photo requirements, community flagging, escrow protection, and admin review. Provider does not physically inspect or authenticate items listed on the Service and makes no warranty regarding the authenticity of any specific item.
Trademark holders and their authorized representatives may submit takedown requests for listings believed to infringe their intellectual property rights. Takedown requests should include: (a) identification of the trademark at issue; (b) identification of the specific listing(s); (c) the requester's contact information; (d) a good-faith statement that the use is unauthorized; and (e) a statement under penalty of perjury that the information is accurate.
Provider will review and respond to all complete takedown requests within forty-eight (48) hours of receipt. Provider reserves the right to remove any listing, suspend any account, or take any other action in response to a takedown request, in its sole discretion.
Sellers whose listings have been removed pursuant to a takedown request may submit a counter-notice within fourteen (14) days. Provider will evaluate counter-notices in good faith but is not obligated to restore any listing.
Provider is not affiliated with, sponsored by, or endorsed by any fragrance manufacturer, brand, or trademark holder. References to specific brands on the Service are descriptive only. All trademarks are the property of their respective owners.
Provider charges a transaction fee on each completed sale through the Service, which is deducted from the seller's proceeds before payout. Provider will provide reasonable notice of any fee changes.
Provider may offer additional paid features, including premium seller subscriptions, branded packaging products, and authentication services. Subscription fees, where applicable, are billed in advance on a recurring basis and are non-refundable except as required by applicable law.
Funds from completed transactions are held in escrow for a period of up to seventy-two (72) hours following buyer confirmation of delivery, or such longer period as required to resolve any dispute. Funds will be released to the seller only after the escrow period expires without dispute, or upon resolution of any dispute in the seller's favor.
If a buyer reports a defect, non-delivery, misrepresentation, or other dispute within the escrow window, Provider will pause the escrow release and review the dispute. Provider may, in its sole discretion, refund the buyer, release funds to the seller, facilitate negotiation between the parties, or take any other action Provider deems appropriate. Provider's dispute decisions are final.
You are solely responsible for determining and paying any applicable taxes, including sales tax, use tax, and income tax, arising from your activities on the Service. Nothing in these Terms shall be construed as Provider providing tax advice.
Provider uses Stripe, Inc. and Stripe Connect to process payments. By using the Service, you also agree to be bound by Stripe's Connected Account Agreement and Stripe Services Agreement, available at stripe.com/legal.
The Service includes features that allow you to post, upload, submit, or otherwise make available text, images, videos, reviews, ratings, comments, fragrance recommendations, and other content (collectively, "User Content").
You retain all ownership rights in your User Content. By submitting User Content to the Service, you grant Provider a non-exclusive, royalty-free, worldwide, sublicensable, and transferable license to use, reproduce, distribute, modify, publicly display, publicly perform, and create derivative works of your User Content in connection with operating, promoting, and improving the Service. To the extent your User Content includes photographs or images of fragrance products, the license also includes the right to use such material for the purposes described in Section 5.4. This license survives termination of your account to the extent the material has been incorporated into aggregated, anonymized, or de-identified datasets.
You agree not to post any User Content that is unlawful, defamatory, fraudulent, threatening, harassing, or otherwise objectionable; infringes any third party's intellectual property, privacy, or publicity rights; contains spam or unauthorized advertising; misrepresents the authenticity, condition, or origin of any product; contains personal information of another individual without their consent; or contains malicious code or viruses.
Provider may, but is not obligated to, monitor, review, edit, or remove User Content at any time and for any reason. Provider's decisions regarding User Content are final.
Community-driven authentication verdicts are provided for informational purposes only and do not constitute professional authentication or a guarantee of authenticity. Users should exercise their own judgment before transacting.
Provider may, without prior notice, immediately terminate or suspend your account and access to the Service for reasons including: breaches of these Terms; requests by law enforcement; a request by you; discontinuance or modification to the Service; unexpected technical or security issues; extended periods of inactivity; engagement in fraudulent or illegal activity; or nonpayment of any fees owed.
Upon termination: all licenses granted to you will automatically terminate; you must immediately cease use of the Service; all outstanding payment obligations will become due and payable immediately; and any transactions in escrow at the time of termination will be resolved in accordance with Section 8. It is your sole responsibility to export your content and data prior to termination.
By accessing or using the Service, you represent and warrant that:
The Service may display, include, or link to content from third parties ("Third-Party Content"), including external batch code verification services, affiliate retailer links, and shipping carrier integrations. Provider is not responsible for Third-Party Content and disclaims all liability arising from or relating to it.
Use of the Service requires an internet connection. Provider is not responsible for any charges from your internet service provider, or for any disruption, failure, or malfunction of the internet or other service providers.
Unless specifically provided otherwise in writing by Provider, you may not: separate any individual component of the Service for use apart from the Service; incorporate any portion of the Service into other software; sell, rent, lease, or sublicense the Service; modify, reverse engineer, or decompile the Service; scrape or crawl the Service using automated systems without Provider's express written consent; use the Service to engage in fraud, scams, or any illegal activity; circumvent any security or access controls; or use the Service to harass, threaten, defame, or harm other users.
Provider may from time to time, in its sole discretion, make updates, modifications, supplements, or new versions of the Service available to you. Provider has no obligation to provide any bug fixes, modifications, updates, or technical or end-user support for the Service.
Provider may modify these Terms from time to time. If we make material changes, we will provide notice by updating the "Last Updated" date above and, where appropriate, by providing additional notice through the Service or by email. By continuing to access or use the Service after any changes become effective, you agree to be bound by the revised Terms.
You acknowledge that the Service automatically collects information, data, and statistics relating to your use of the Service. Subject to the Privacy Policy, Provider reserves the right to use such information, data, and statistics in the course of Provider's business, and you hereby consent to Provider's use.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You shall not share your account information with others or allow third parties to use your login credentials. You agree that Provider will not be liable for any loss or damages resulting from unauthorized use of your account. You shall notify Provider immediately of any unauthorized access to or use of your account or login credentials.
You shall defend, indemnify, and hold harmless Provider and its owners, officers, members, managers, directors, shareholders, subsidiaries, joint ventures, partners, employees, agents, licensors, and licensees from and against any and all claims, actions, suits, proceedings, demands, losses, liabilities, damages, judgments, settlements, penalties, costs, and expenses (including without limitation reasonable attorneys' fees), known and unknown, arising out of: (i) your use of the Service; (ii) any dispute between you and any other user of the Service; (iii) your violation or breach of these Terms; (iv) any infringement by you of any intellectual property or right of any person or entity; and (v) any User Content you submit to the Service.
PROVIDER DOES NOT PROMISE THAT THE SERVICE OR ANY FUNCTIONALITY THEREOF WILL BE ERROR-FREE OR UNINTERRUPTED. THE SERVICE IS PROVIDED BY PROVIDER "AS-IS" AND "AS-AVAILABLE" WITHOUT ANY OTHER WARRANTY OR REPRESENTATION OF ANY KIND. PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
PROVIDER MAKES NO WARRANTY OR REPRESENTATION REGARDING THE AUTHENTICITY, QUALITY, CONDITION, LEGALITY, OR ACCURACY OF ANY ITEM LISTED ON THE SERVICE BY ANY SELLER. PROVIDER IS NOT A PARTY TO ANY TRANSACTION BETWEEN BUYERS AND SELLERS.
The Service is provided for the purpose of facilitating peer-to-peer transactions in fragrance products between independent buyers and sellers. Provider is not registered as, and does not act as, a broker, dealer, agent, or fiduciary for any user.
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE AUTHENTICITY, CONDITION, LEGALITY, AND VALUE OF ANY ITEM LISTED ON THE SERVICE AND FOR DETERMINING WHETHER TO ENGAGE IN ANY TRANSACTION. PROVIDER'S TRUST-AND-SAFETY MEASURES ARE PROVIDED FOR YOUR CONVENIENCE BUT DO NOT GUARANTEE THE AUTHENTICITY OR CONDITION OF ANY ITEM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVIDER BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF PROVIDER.
IN NO EVENT SHALL PROVIDER'S TOTAL AGGREGATE LIABILITY EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO PROVIDER IN THE SIX (6) MONTHS PRIOR TO THE DATE OF THE INITIAL CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00 USD). SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
You acknowledge that the Service is of U.S. origin. You agree to comply with all applicable international and national laws that apply to the Service, including all applicable U.S. export-control laws and regulations.
These Terms constitute the entire agreement between you and Provider with respect to your use of the Service and supersede and replace any prior agreements with respect to the subject matter hereof.
Although the Service may be accessible worldwide, not all features, products, or services are available to all persons or in all geographic locations. Provider reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area.
If any provision of these Terms is held to be void or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms. Provider's failure to insist on or enforce strict performance of these Terms shall not be construed as a waiver of any provision or right.
Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under these Terms due to any cause beyond its reasonable control, including an act of war, terrorism, act of God, earthquake, flood, embargo, riot, governmental act, epidemic, pandemic, or failure or degradation of the internet.
Provider may identify you by username as a user of the Service in aggregate statistics and platform metrics. Provider will not use your real name, photograph, or other personally identifying information for marketing or promotional purposes without your separate written consent.
Any notices required or permitted under these Terms must be submitted to legal@scentd.com in the case of Provider.
Any unresolved controversy or claim arising out of or relating to these Terms shall be submitted to arbitration by one (1) arbitrator. If no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the "AAA"), then arbitration shall proceed by one (1) arbitrator chosen by the AAA. The arbitration shall take place in Maricopa County, Arizona, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof.
To the maximum extent permitted under applicable law, any proceedings to resolve any dispute in any forum will be conducted solely on an individual basis. Neither you nor Provider will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity.
You may opt out of the binding arbitration procedure and class action waiver by providing written notice of your decision to opt out to Provider at Scentd LLC, [INSERT BUSINESS ADDRESS], Phoenix, AZ, within thirty (30) days of the date you first accessed the Service.
This Section 26.6 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Provider only, not with Apple Inc. ("Apple"), and Apple is not responsible for the mobile application or the Service. Apple has no obligation to furnish any maintenance and support services with respect to the mobile application. Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right to enforce these Terms against you as a third-party beneficiary.
These Terms are governed by and construed under the laws of the State of Arizona, without regard to its conflict-of-laws principles.
You may not assign these Terms without Provider's prior express written consent. Provider may assign these Terms freely in its sole discretion.
Except as expressly set forth in these Terms, these Terms may only be amended in a writing signed by the parties. Any ambiguity in these Terms will be interpreted without regard to which party drafted these Terms. Nothing in these Terms shall be deemed to create any partnership, joint venture, or employment relationship between the parties.
SCENTD LLC · PHOENIX, ARIZONA · LEGAL@SCENTD.COM