Terms of service
1. INTRODUCTION. Please read this web page carefully. It contains the Terms and Conditions governing your access to and use of this Web Site operated by Scentille LLC, a New York limited liability company (“Scentille” or “us” or “we” or “our”). If you do not accept these Terms and Conditions or you do not meet or comply with their provisions, you may not use the Site. Any individual or agent or representative on behalf of any business entity (“you” or “your”) who accesses this site or purchases any goods or uses the Service from this site shall be deemed to have accepted this Agreement.
2. BINDING AGREEMENT. This Agreement shall be considered as a contractual and binding contract and shall not require written or electronic signatures of any kind. You agree to this Agreement in entirety in exchange for our permission allowing you to use the Site. Your access to or use of the Site indicates your acceptance of this Agreement. You are agreeing to use the Site, our Services, and purchase the goods at your own risk.
3. CERTAIN DEFINITIONS. The following definitions apply to these Terms and Conditions:
A. "Site" includes this website in its entirety and related sites owned or operated by Scentille and includes Content, Text, Graphics, Design, Programming and Services as applicable in the context.
B. “Agreement” or “Terms and Conditions” means these Terms and Conditions as outlined herein and throughout the Site it may also be referred to as Terms of Service..
C. “Business Days” means all weekdays excluding weekends and federal holidays in the United States of America.
D. “Calendar Days” or "Days" means all weekdays, weekends and federal holidays in the United States of America.
E. "Customer" means a person or entity who is accessing the Site to purchase Goods or who has purchased Goods on the Site, which includes you or anyone else who is your agent or representative.
F. “You” and “User” means the person who (or the entity on behalf of whom you are acting) that is agreeing to these Terms and Conditions.
G. "Content" includes all Text, Graphics, Design and Programming used on the Site.
H. "Text" includes all text on every page of the Site, whether editorial, navigational, or instructional.
I. "Design" includes the color combinations and the page layout of the Site.
J. "Graphics" includes all logos, buttons, and other graphical elements on the Site, with the exception of paid advertising banners.
K. "Programming" includes both client-side code (HTML, JavaScript, etc.) and server-side code (Active Server Pages, VBScript, databases, etc.) used on the Site.
L. “Service” means any service offered by or through the Site by Scentille and its agents.
M. "Goods" or "Items" means any goods provided on the Site by Scentille or its agents including but not limited to candles.
N. “Unit” means each item of goods as described on the Site.
4. TERM, PAYMENT, AND OFFERING OF GOODS AND SERVICES. The Customer agrees to pay Scentille for the Goods ordered and Services provided at the price described on the Site, or if no price is given at the last price quoted, or billed at the prevailing market price. This Agreement shall commence on the first date of Customer’s access of Site and shall continue until receipt of full payment by Scentille from Customer. We have made every effort to display as accurately as possible the colors and images of our Goods that appear on the Site. We cannot guarantee that your computer monitor's display of any color will be accurate. We reserve the right, but are not obligated, to limit the sales of our Goods or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Goods or Services that we offer. All descriptions of Goods or pricing for Goods are subject to change at anytime without notice, at our sole discretion. We reserve the right to discontinue any of the goods or Services at any time. Any offer for any Goods or Services made on this Site is void where prohibited. We do not warrant that the quality of any Goods, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected. The provisions of this Agreement shall control regardless of any references to the provisions of this Agreement or conflict with the provisions of this Agreement as stated elsewhere on the Site including but not limited to FAQs.
5. SHIPPING. Delivery time may vary depending on the inventory available, Customer’s delivery address, the date Customer placed the order, and other circumstances that may cause such delay. Scentille shall ship at Customer’s shipping address and any shipping costs shall be paid by the Customer unless shipping costs are expressly offered to be paid by Scentille based on a promotion.
6. TAXES AND OTHER COSTS. Customer shall pay any and all taxes, custom duties, and any other costs not expressly included in this Agreement or the Site that is associated with the Service or sale of Goods.
7. APPLICABLE LAWS. Scentille represents that the Goods covered by this Agreement were not manufactured and are not being sold or priced in violation of any federal, state or local law.
8. EXCHANGE AND/OR RETURN POLICY OF CUSTOM ORDERS. The Customer shall not cancel, return, or exchange any custom orders under any circumstances, except within the sole discretion of Scentille.
9. EXCHANGE, CANCELLATION, AND/OR RETURN POLICY OF NON-CUSTOM ORDERS. After receipt of Goods, the Customer may return, cancel, or exchange non-custom orders as provided in this Agreement. Customer acknowledges and understands that the Goods may be fragile and any return and/or exchange must be shipped to the mailing address of Scentille, at Customer’s expense. If you are not completely satisfied, please return your item(s) within 30 days of receiving your order. To be eligible for a refund, your item(s) must be unused with the original packaging intact. Please contact us at hello@scentille.com to initiate your return with your order number. Customer may not return or exchange any used Goods and Scentille reserves the right to reject any return, cancellation request, or exchange request that is not in conformity with this section’s requirements.
10. INSPECTION AND ACCEPTANCE. All Goods shall be received subject to Customer’s right of inspection and rejection. Defective Goods not in accordance with Customer’s order or written specifications shall be held for Scentille’s instruction at Customer’s risk and if Scentille so directs, will be returned at Scentille’s expense to Scentille. If the Goods received are not in accordance with Customer's specifications or written order, such return must be shipped in a new box as Customer acknowledges that the Goods are fragile. If Scentille receives the Goods in a damaged condition then Customer bears the risk of loss. Scentille shall pay any and all expenses relating to return of Goods, if the Goods were not delivered in accordance with Customer’s written order or specifications. If inspection discloses that part or all of the Goods received are not in accordance with Customer’s written order or specifications, Customer shall have the right to cancel any unshipped portion of the order and payment for Goods on this order to inspection shall not constitute acceptance thereof. You understand that written order and specifications means order instructions or completed information provided to Scentille through the Site by Customer.
11. CREDIT CARD PAYMENTS AND CHARGEBACK POLICY. Except as provided herein or if applicable for cancellations or returns, Customer hereby agrees that all payments made with credit card shall be deemed non-refundable. Chargebacks on credit cards for Goods provided will be defended if, in the reasonable opinion of Scentille, the chargeback is not justified. Customer acknowledges and specifically agrees that chargebacks are unlawful if Scentille ships the Goods ordered by Customer. Scentille shall only use this Agreement to dispute Customer’s chargeback with Customer’s bank and/or processing company. If Customer has a billing dispute with Scentille, Customer must settle such dispute with Scentille directly without initiating any chargeback procedures. In addition to legal fees, any Customer initiating a chargeback will be liable for the following charges via a collection agency including original value of the Goods shipped: chargeback fee of $25.00 per transaction, recovery fee of $30.00 per Unit and administrative fee of $40.00 per transaction. Customer’s acceptance of this Agreement indicates Customer’s acceptance to pay the costs listed on the Site. In the event of a chargeback being raised, Scentille may, at its sole discretion, provide all relevant information to a third party for the purposes of recovering the debt, or for the pursuit of civil and/or criminal proceedings. Information provided will include personally identifiable information, including, but not limited to, name, address, credit card information, date of birth, social security number or other tax identification number. Scentille may also include any additional information found from, or provided by, other sources. Please note that a collection agency action may negatively impact Customer’s credit or credit score.
12. ACCEPTABLE USE OF THE SITE.
12.1 GENERAL USE RULES. The Site is intended for individuals or businesses for the purchase of the Goods available on the Site. You may use this Site only for lawful purposes within the stated context of Scentille’s intended and acceptable use of the Site. Scentille is the sole interpreter of the Site’s intended and acceptable use.
12.2 OTHER SPECIFIC RULES. You represent, warrant and agree that you will not use (or plan, encourage or help others to use) the Site for any purpose or in any manner that is prohibited by these Terms and Conditions or by applicable law. It is your responsibility to ensure that your use of the Site complies with these Terms and Conditions.
13. INTELLECTUAL PROPERTY RIGHTS. The Site and all right, title and interest in and to the Site is the sole property of Scentille or its licensors, and is protected by United States copyright law and international treaties. Scentille reserves for itself and its licensors all right, title and interest. Without limitation on the foregoing, you may not reproduce, modify, display, sell, or distribute the Content, or use it in any other way for public or commercial purpose. This includes copying or adapting the HTML code used to generate Web pages on the Site. Scentille’s design or logo and certain other names or logos as provided on the Site or on the Goods are service marks or trademarks of Scentille, and all related product and service names, design marks and slogans are the trademarks of Scentille. In addition, the "look" and "feel" of the Site (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by Scentille’s trademarks and copyrights. All other product marks contained on the Site are the trademarks of their respective owners.
14. WARRANTY SPECIFICATIONS. Scentille expressly warrants that all the Goods covered by this Agreement or description or specification furnished by Customer will be in accordance with such order, description or specification and free from defects in material and/or workmanship, and merchantable. Such warranty shall survive delivery until Customer’s inspection as mentioned above, and shall not be deemed waived either by reason of Customer's acceptance of said materials or articles or by payment for them.
15. DISCLAIMERS AND LIMITATIONS.
15.1 ALLOCATION OF RESPONSBILITY. Scentille assumes no responsibility for the activities, omissions or other conduct of Customers.
15.2 NO ENDORSEMENTS. Nothing on the Site shall be considered an endorsement, representation or warranty with respect to any Customer or third party, whether in regards to Customer or third party’s website, products, services, or otherwise.
15.3 NO GUARANTY OF RESULTS. Scentille makes no representations or guarantees regarding the effectiveness or timeliness of the Site and/or the Goods in meeting the Customer’s objectives.
15.4 WARRANTY DISCLAIMERS. (a) THE SITE IS PROVIDED ON AN 'AS IS' AND ‘AS AVAILABLE’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. SCENTILLE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES AS TO THE SITE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. SCENTILLE MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITE. GOODS ARE BEING SOLD WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. SCENTILLE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES AS TO THE GOODS, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. SCENTILLE MAKES NO WARRANTIES ABOUT THE SAFETY OF THE GOODS.
(b) Without limitation on the foregoing:
(i) SCENTILLE DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITE RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, SCENTILLE IS NOT RESPONSIBLE FOR THOSE COSTS. SCENTILLE DOES NOT WARRANT THAT THE GOODS WILL OPERATE ERROR-FREE OR THAT THE GOODS ARE FREE OF ANY HARMFUL MECHANISMS. IF YOUR USE OF THE GOODS RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR REPAIR OR MEDICAL CONDITION OR INJURY, SCENTILLE IS NOT RESPONSIBLE FOR THOSE COSTS. YOU MUST USE THE GOODS WITH CARE AND CAUTION.
(ii) Scentille makes no representations or guarantees regarding the truthfulness, accuracy, completeness, timeliness or reliability of any information posted by Customers, or of any other form of communication engaged in by Customers. Information provided by Customers may contain inaccuracies or typographical errors. You agree that any reliance on information posted by Customers, or on any other form of communication with Customers, will be at your own risk.
(iii) Scentille makes no representations or guarantees regarding the Content of the Site, including, but not limited to, broken links, inaccuracies or typographical errors.
(iv) ANY WARRANTIES OR LIMITATIONS OR DISCLAIMERS PROVIDED ON THE GOODS OR PACKAGING OF THE GOODS SHALL BE IN ADDITION TO THE WARRANTIES, DISCLAIMERS, AND LIMITATIONS PROVIDED IN THIS AGREEMENT.
15.5 DAMAGE LIMITATIONS, ALLOCATIONS OF LIABILITY AND EQUITABLE RELIEF.
(a) YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE GOODS, THE INTERNET GENERALLY, AND THE DOCUMENTS YOU POST OR ACCESS AND FOR YOUR CONDUCT ON AND OFF THE SITE AND THE USE OF THE GOODS.
(b) IN NO EVENT SHALL SCENTILLE (OR ANY OF ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY NON-DIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES) RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE SITE, PURCHASE OR USE OF THE GOODS, AND/OR ANY INFORMATION, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SCENTILLE HAS BEEN NOTIFIED OF SUCH DAMAGES.
(c) DUE TO THE NATURE OF THESE TERMS AND CONDITIONS, IN ADDITION TO MONEY DAMAGES, SCENTILLE WILL BE ENTITLED TO EQUITABLE RELIEF UPON A BREACH OF THESE TERMS AND CONDITIONS BY YOU.
16. DELIVERY; TITLE; AND RISK OF LOSS. If Customer receives Goods from Scentille’s place of business or warehouse then delivery shall be completed upon the Customer’s acceptance of the Goods at Scentille’s place of business or warehouse and title to and risk of loss of the Goods will pass to the Customer upon such acceptance. If the Customer elects shipment of the Goods then Scentille shall have the right, at its sole discretion, to deliver the Goods to a third party carrier of its choosing. Title to and risk of loss of the Goods will pass to the Customer upon such delivery to a third party carrier by Scentille. Any stated delivery dates are approximate. Scentille will not be liable for any losses, damages, penalties, or expenses for failure to meet any delivery date or by failure of third party carrier to deliver any non-conforming Goods. Notwithstanding any of the provisions of this Agreement, all Goods shipped outside the United States to any Customer who resides or is located outside the United States shall be final and no cancellation, refund, or exchange shall be permitted, except within the sole discretion of Scentille.
17. AMENDEMENTS TO THIS AGREEMENT AND CHANGES TO SITE. Scentille may revise these Terms and Conditions at any time by updating this page and/or the Site. Changes will be binding on you on the date they are posted on the Site (or as otherwise stated in the any notice of such changes). Any use of the Site will be considered acceptance by you of the then-current Terms and Conditions. Therefore, it is your responsibility to check the Terms and Conditions for any changes. You agree and accept any and all amendments that will be made to the Terms and Conditions without any advance notice to you. In the event that there is any dispute or disagreement that you or Scentille have, then the enforceable version of the Agreement shall be the last amended version as provided on the Site as of the date when you or Scentille first informs the other party of any dispute or disagreement or as of the date you or Scentille commence any dispute resolution proceeding under this Agreement.
18. INDEMNITY. You agree to defend, indemnify, and hold harmless Scentille (and its managers, members, officers, employees and agents) from and against any claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of the Site or purchase of the Goods or your breach of these Terms and Conditions. Scentille shall use reasonable efforts to provide you prompt notice of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.
19. CUSTOMER INFORMATION. The Privacy Policy posted on the Site is incorporated in this Agreement by this reference. The Privacy Policy governs data collected through Scentille’s online operations only. In addition, Scentille reserves the right to comply, in its sole discretion, with legal requirements.
20. QUESTIONS AND NOTICES. Questions concerning the use of the Site should be directed through mail to 260 Madison Avenue, 8th Floor, New York, NY 10016, ATT: Scentille LLC or through email at hello@scentille.com. Notices shall be sent, for Scentille, to the address listed on the Site, and, for you, to the address submitted by you or such other address as Scentille reasonably determines is an appropriate address for you or as provided by you for shipping of the Goods.
21. GENERAL. Scentille’s contact information is listed on the Site. Scentille makes no claims that the Content is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries, and such persons have no right to access or use the Site. If you access Scentille from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms and Conditions are governed by the internal substantive laws of New York, United States of America without respect to its conflict of laws principles. You and Scentille’s sole relationship is that of independent contractors. If any provision of these Terms and Conditions is found to be invalid by any tribunal having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of these Terms and Conditions, which shall remain in full force and effect. All provisions of these Terms and Conditions shall survive termination except those granting access or use to the Site, and you shall cease all your use and access thereof immediately. You may not assign or transfer your obligations under these Terms and Conditions. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided by Scentille in a particular "Legal Notice," or software license or material on particular Web pages of the Site, these Terms and Conditions constitute the entire agreement between you and Scentille.
22. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION. This Agreement shall be governed by and interpreted in accordance with the laws of the state of New York without regard to the conflict of law rules of the state of New York, United States of America. You agree and acknowledge that any claim or dispute arising from or related to this Agreement or the relationship of the parties in any respect thereto shall first be submitted to mediation, and that engaging in such mediation is a condition precedent to bringing any claim against Scentille arising from or related to this Agreement. Such mediation may be initiated by either party by providing a written demand for mediation to the other party and shall be conducted in New York County, New York, United States of America in accordance with the then current Commercial Mediation Procedures of the American Arbitration Association ("AAA"). If settlement is not reached within sixty (60) Calendar Days after delivery of a written demand for mediation, such claim or dispute shall be submitted to and be settled by final and binding arbitration in New York County, New York, United States of America in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. If arbitration is not available, or in the event of litigation to enforce arbitration or settlement between the parties to this agreement, you agree that sole jurisdiction and venue shall be in the state and federal courts located in New York County, New York, United States of America and you waive any defense of jurisdiction and/or venue that may now or hereafter exist. You further agree that any mediation or arbitration may be conducted through audio and video conferences with any software or electronic platform offered or permitted by AAA.
23. TERMINATION. Scentille reserves the right, at its sole discretion, to immediately, without notice to suspend or terminate (a) this Agreement; (b) registration with or ability to access Site, or purchase Goods from Scentille and/or any other Service provided to you by Scentille.
24. ENTIRE AGREEMENT; SEVERABILITY. You understand that this is the entire contract between you and Scentille, and that it cannot be modified or changed in any way by the representations or statements of Scentille or its employees or agents or by me. This Agreement supersedes any and all previous oral or written promises or agreements. You understand and agree that this Agreement is intended to be as broad and inclusive as permitted by the laws of the state of New York, United States of America and that if any portion thereof is held invalid, it is agreed that the remainder of the Agreement will remain in effect and will continue in full legal force and effect.
25. ATTORNEY'S FEES. You promise to indemnify us for any attorneys' fees and costs incurred by us to enforce this Agreement, including costs associated with any collection efforts such as attorneys’ fees incurred to collect attorneys’ fees and costs that we are entitled to recover as a prevailing party in any action. If we obtain a judgment against you pursuant to this Agreement, prejudgment and post-judgment interest shall accrue thereon at the maximum amount allowed by applicable law.
26. EFFECT OF AGREEMENT. You have read the above and fully understand the provisions of this Agreement and you have either consulted an attorney regarding the Agreement or have elected not to do so. You agree that you are giving up your important legal rights voluntarily, freely, under no threat of duress, without inducement, promise or guarantee being communicated to you. You have had reasonable and sufficient opportunity to read and understand this entire Agreement or you will remain responsible to check and understand any amended provisions for which you will not receive any advance notice. You unconditionally agree to the full terms, statements, warranties, notices, representations, waivers and releases contained in this Agreement on behalf of yourself or anyone else in your representative capacity, as applicable. All references to Agreement herein shall mean the most recent and amended version of the Agreement.
27. NON-CIRCUMVENTION. Customer agrees that the provisions of this Agreement are fully applicable and binding to itself, its officers, directors, shareholders, affiliates, subsidiaries, contractees, clients, representatives, employees, representatives, agents, associates, assigns, trustees, heirs and/or assigns or executors, and Customer irrevocably binds itself not to deal independently with any person, business, corporations, partnership, sellers, borrowers, lenders, agents, brokers, institutions, including their affiliates, subsidiaries, contractees, clients, representatives, employees, associates, assigns, trustees, heirs and/or assigns, or executors or other entities introduced or known to Customer, without the knowledge of Scentille, subject to all of the provisions in this Agreement. Customer agrees not to attempt to circumvent, avoid or bypass Scentille in any manner, regarding any contractual arrangements or disclosures made between the parties as agreed herein.
28. MODIFICATION. No change or modification of this Agreement shall be valid unless it is in writing and approved by Scentille.
29. NO-WAIVERS. The waiver by any party of any other party's breach of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach, and the waiver by any party to exercise any right or remedy shall not operate nor be construed as a waiver or bar to the exercise of such right or remedy upon the occurrence of any subsequent breach. No action on the part of either party to this Agreement shall be interpreted as waiver unless such action shall be in writing.
30. ACCESSIBILITY. Scentille is committed to making our website's content accessible and user friendly to everyone. If you are having difficulty viewing or navigating the content on this website, or notice any content, feature, or functionality that you believe is not fully accessible to people with disabilities, please email our team at hello@scentille.com with “Disabled Access” in the subject line and provide a description of the specific feature you feel is not fully accessible or a suggestion for improvement. We take your feedback seriously and will consider it as we evaluate ways to accommodate all of our customers and our overall accessibility policies. Additionally, while we do not control such vendors, we strongly encourage vendors of third-party digital content to provide content that is accessible and user friendly. All claims or disagreements relating to accessibility or accommodation needed or requested as to our Site shall be governed solely by our Terms and Conditions.