Sophia Mela, LLC Website Terms of Service As of August 23, 2022

Sophia Mela, LLC ( “Sophia Mela”, “we”, “our”), a limited liability corporation registered under the laws of the State of Texas provides access to the Sophia Mela website, https://www.sophiamela.com/, (collectively, “Site”), The services provided by Sophia Mela includes providing Clients with fashion consulting services, either one on one or group consulting services, for achieving their fashion and style goals, closet management and decluttering; assisting with virtual or in/person shopping and related services (“Services”). These terms of service (“Terms”) govern your access and use (as a Client or otherwise) of the Site and Services. By accessing or using the Site and/or Services, you accept and agree to be bound by these Terms. If you do not agree, you may not access or use the Site or Services.

1. Definitions

For the purposes of the Terms, the following words and phrases shall have the following meanings assigned to them:

1.1 “Client” means the individual who purchases the Services from Sophia Mela.

1.2 “Scheduled Sessions” means those sessions that both parties have agreed to attend and You have been notified of via Acuity Scheduling, email, or text.

1.3 “Fashion Items” means clothing, jewelry, accessories, handbags, household decor, materials, or any other items that Sophia Mela, after consultation with You, determines to be suitable to meet your style, requirements, goals, and objectives.

2. Terms of Access and Use

2.1 Subject to these Terms, we grant you a limited, non-exclusive, nontransferable personal license to access and use the Site and Services. By accessing the Site and using the Services, you represent and warrant that you are an individual. Your use of the Site and the Services as an authorized agent shall not relieve you of personal responsibility for your use of the Site and the Services. The rights granted to you by these Terms may be revoked by Sophia Mela at any time, at its discretion.

2.2 Supplemental terms may apply to the Site and Services. Supplemental terms are in addition to and shall be deemed a part of the Terms for the purposes of the Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the Services. 

2.3 Sophia Mela may amend the Terms related to the Services from time to time. Amendments will be effective upon Sophia Mela posting of such updated Terms on the Site. Your continued access or use of the Site after such posting constitutes your consent to be bound by the Terms, as amended.

2.2 The Services are not for minors and to use the Services a party must be (i) 18 years of age or (ii) the age of majority in the state where you reside. The provisions of these Terms apply where a parent or guardian uses the Services for the benefit of a minor child or dependent.

3. Services

The Services provided by Sophia Mela Include:

3.1. Sophia Mela will provide the client with one-on-one private fashion consulting either in person or virtually during the Scheduled Sessions for achieving the client’s individual fashion and style goals, closet management, and decluttering services; assistance with virtual or in/person shopping and related services.

3.2. As part of the Services and your work with Sophia Mela, You and Sophia Mela may agree upon purchases of Fashion Items or materials for your wardrobe or home. Sophia Mela may purchase the Fashion Items, after consultation with you during or as a result of a Scheduled Session on Your behalf. Any such purchases shall be agreed upon in advance by the Parties and You will be responsible financially for payment of purchases made pursuant to this clause 3.

3.3. The Services may be provided via Scheduled Sessions held virtually, that is online and may be held with groups or one-on-one (“Virtual Scheduled Sessions”).

3.4. Participants in a group Virtual Scheduled Session are specifically directed to refrain from:

3.4.1. endorsing or attempting to promote any product or service, which includes, soliciting clients or resellers for any reason, including any multi-level marketing scheme;

3.4.2. making any statements that are defamatory, racially or ethnically offensive, sexist, homophobic unlawful, harmful, abusive, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable or discriminatory in any way.

3.5. In the event of a group Virtual Scheduled Session, Sophia Mela, unless expressly stated otherwise, shall not endorse, condone, support, or condemn any statements made by a participant; or products or services that any participant may attempt to market, promote, or sell.

3.6. Participants, unequivocally and without limitation to any other similar clause in this Agreement, shall indemnify and hold harmless Sophia Mela from any statements made during the course of any group Scheduled Session.

3.4. In the event of the breach of clause 3.4 herein, the participant will be immediately removed from the Scheduled Session and no refunds shall be given to the participant.

4. Payment

4.1. Sophia Mela charges an hourly or fixed price rate for the Services and Scheduled Sessions at the rate published on the Site from time to time. In the event that Sophia Mela makes a payment for a Fashion Item on Your behalf, You shall remain liable to reimburse Sophia Mela for such purchase. Prices are quoted exclusive of taxes and subject to change without prior notice.

4.2. Sophia Mela will bill your credit, debit, or other payment methods, such as Paypal, Zelle, Cashapp, and Skrill, which may be accepted by Sophia Mela from time to time.

4.3. Payment methods. The fee for the Services purchased, such as taxes and possible transaction fees, will be charged to your payment method on the date of purchase. If payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your Account, we may suspend your access to the Services until the billing method can be successfully charged. 

4.4. Payment is immediately due owing and payable on the date on which you receive confirmation of booking of the Scheduled Session.

5. Registration and Accounts

5.1 In order to use certain features of the Site or Services, you may be required to register for an account (“Account”) with us and provide certain information about yourself as prompted by the Site registration form, which information may include your full name, email address, date of birth or any other personal information we may require from you to provide the Services. The use of your personal information is fully explained in our privacy policy. 

5.2. You represent and warrant that all required registration information you submit is truthful and accurate and that you will maintain the accuracy of such information. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. 

5.3. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from unauthorized access to your Account or your failure to comply with the above requirement.

6. Ownership

6.1. As between you and us, we retain all rights, title, and interest in and to the Site and the Services, which includes all, trademarks, copyright, moral rights, rights of publicity, patent rights, mask work rights, trade dress, and service mark rights, goodwill, trade secret rights and other intellectual property rights (“Intellectual Property Rights”) as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

6.2. All rights in and to the Site and the Services not expressly granted herein are reserved, accordingly, you may not copy, distribute, publicly display, or create derivative works from any copyrighted work made available or accessible via the Site or the Services. 

6.3. All trademarks, logos, and service marks (“Marks”) displayed on the Site or Services are either our property or the property of third parties. You are not permitted to use these Marks without our prior written consent, or the consent of such third party owner of the Mark(s), such as our ambassadors, where such Marks are not owned by Sophia Mela.

6.4. You agree that any content that you submit on the Site does not and will not violate third-party rights of any kind, including without limitation any confidential information or Intellectual Property Rights, rights of publicity, and privacy. By uploading, publishing, modifying, or displaying any content to any part of the Site or Services, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), transmit, and distribute such content for any purpose on or in connection with the Services. Sophia Mela reserves the right but is not obligated, to reject and/or remove any content that Sophia Mela believes, in its sole discretion, violates these provisions or any other provision of these Terms.

6.5. We agree that the license made reference to above may be terminated by deleting your content or Account, however, if such content has been shared by others you have shared it with, then it will continue to be displayed on the Site.

6.6. Photograph Rights. You hereby grant Sophia Mela the following rights and consents, in relation to any photographs taken of you, your wardrobe, your Fashion Items, or any other photographs taken whilst providing the Services, by Sophia Mela (“the Photographs”):

6.6.1 the right to publish the Photographs on Sophia Mela’ marketing materials, website, social media, related sites, magazines, books, or any other publication;

6.6.2. the right to use, reproduce, re-use, alter, modify, edit, or change the Photographs as Sophia Mela sees fit and for any purpose;

6.6.3. release all claims in and to the Photographs, including without limitation, any demand, cause of action, or right held by any heir or representative;

6.6.4. to not receive any compensation for the use of the Photographs.

6.7. In the event that You own or retain any Intellectual Property Rights to the Photographs, you specifically assign any right, title, and interest that You may possess to effect the transfer of ownership of the Intellectual Property Rights from You to Sophia Mela.

7. Rights and Obligations of Clients

7.1. The purpose of the Scheduled Sessions is to provide the following services:  discussing and determining the specific goals, objectives, and styles that the Client would like to achieve, assistance with closet management and decluttering, assisting with virtual and/or in-person shopping; and, providing Sophia Mela with direction concerning the Fashion Items to purchase.

7.2. Client specifically undertakes to attend all Scheduled Sessions and should the Client cancel or  reschedule a Scheduled Session with less than 24 hours' notice to Sophia Mela from the date and time of the Scheduled Session, Client shall be liable to compensate Sophia Mela for the Scheduled Session despite the Client’s non-attendance.

8. Restrictions on Your Use of the Site

8.1. You agree to not use the Site and Services to:

8.1.1. combine or integrate the Site and the Services with hardware, software, or other technology or materials not provided by us;

8.1.2. violate any local, state, national or international law;

8.1.3. decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Site and the Services is compiled or interpreted, and nothing in these Terms should be interpreted as granting you any right to obtain or use source code;

8.1.4. modify or create any derivative product based on the Site and/or the Services;

8.1.5. collect or store personal data about other Users;

8.1.6. impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity

8.1.7. rent, transfer, assign, resell or sublicense access to the Site or Services to any third party; 

8.1.8. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; 

8.1.9. use any high volume, automated, or electronic means to access the Services (including, without limitation, robots, spiders, or scripts); or frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages; and

8.1.10. copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Site or Services including any future release, update, or other addition to functionality of the Site or Services, which shall also be subject to these Terms.

9. Links to Third Party Website and Third Party Services

9.1. You may be able to access websites, content, products, or services provided by third parties through links that are made available on the Site (“Third Party Services”) such as Facebook or Instagram. 

9.2. You acknowledge that different terms of use, terms of service, and privacy policies may apply to your use of such third-party service and content. Sophia Mela does not endorse such third-party service and content and in no event shall it be responsible or liable for any products or services of such providers. These third parties are not parties to these Terms and are not responsible for the provision or support of the Services in any manner, accordingly, and without any limitation to any other provision of these Terms, Sophia Mela shall be indemnified and held harmless against any loss or damage occasioned from the use of such services to the full extent of any applicable law.

9.3. You further agree that by using the Services the third parties may be granted access to all relevant information contained in your User Account, where, for example, you open an Account on Sophia Mela through a link to their websites. Should you not consent to make such information available as required herein, then you may not be granted access to the Services.

10. Privacy

For information regarding our collection and use of information you provide to us, please refer to the Site's privacy policy (“Privacy Policy”), located here which shall supplement and be incorporated into these Terms by reference. By entering into these Terms, you agree to our collection, use, and disclosure of your personal information in accordance with our Privacy Policy.

11. No Guarantee of Results.  Sophia Mela cannot and does not guarantee results. You understand and agree that the Client is fully responsible for obtaining the desired results from the Services. You are fully responsible for decisions made and/or actions taken or not taken as a result of your participation in the Services.

12. Claims of Intellectual Property Infringement

If you believe that any content on our Site or Services infringes upon your or another's Intellectual Property Rights, please send us an e-mail or other written notice that includes the following information: (a) an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the work claimed to have been infringed; (c) a description of where the material that you claim is infringing is located on the Site; (d) your address, telephone number, and e-mail address; (e) 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 (f) a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the Intellectual Property Rights owner or authorized to act on the Intellectual Property Rights owner‘s behalf. Claims of Intellectual Property Rights infringement can be sent to info@sophiamela.com.

13. Disclaimer

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Sophia Mela DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, Sophia Mela MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICE OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY RELATED SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

14. Limitation of Liability 

SOPHIA MELA SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF Sophia Mela HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Sophia Mela SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY USER, EVEN IF Sophia Mela HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOPHIA MELA SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND Sophia Mela’ REASONABLE CONTROL.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CAN NOT BE EXCLUDED UNDER APPLICABLE LAW.

15. Indemnity

15.1. You agree to indemnify and hold Sophia Mela and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees) arising out of or in connection with: (i) your use of the Services; (ii) your breach or violation of any of these Terms; or (iv) your violation of the rights of any third party.

15.2. The User is advised that any information made public through your profile or interaction with the Services, can lead to hackers accessing your Account, harassment, or other forms of harm, and whilst Sophia Mela takes all reasonable measures to ensure the safety of your private data, it cannot be held liable for public disclosures of personal information that is identifiable, accordingly Sophia Mela disclaims any liability arising from the loss contemplated herein. Should you notice any suspicious activity or suspect anyone of hacking your Account or any other breach of security, you agree to notify us immediately.

16. Miscellaneous

16.1. These Terms and the Privacy Policy constitute the entire agreement between you and us with respect to your access to and use of the Site and Services. 

16.2. We reserve the right to terminate these Terms, your access to the Site, and the Services at any time without notice. You may delete your Account at any time, for any reason, by following the instructions on the Site.

16.3. Your rights under these Terms will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms. 

16.4. If any provisions hereof are deemed invalid or unenforceable, they will be severed or construed to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect. 

16.5. No waiver of any provision by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. 

16.6. The section titles in these Terms are for convenience only and have no legal or contractual effect. 

16.7. The Site and Services are hosted and operated in the State of Texas, USA and we make no representation that any content is appropriate for access outside of Texas. Those who choose to access the Site and Service from outside Texas do so on their initiative and are responsible for compliance with local laws. These Terms shall be construed and enforced in accordance with the laws of Texas, which is inclusive of United States Federal Law, without regard to any conflict of law provisions, and any and all legal actions in connection with the Site, Service, and/or these Terms of Service or our Privacy Policy shall first be attempted to be resolved through negotiation by the parties, for no less than 30 days, and failing which, through the courts located in Texas.

16.8. Release of Liability.  You, on behalf of yourself and your, heirs, successors, and personal representatives, now and forever release and discharge Sophia Mela and her spouse, heirs, successors, attorneys, insurers, brokers, principals, officers (and officers’ spouse), directors, shareholders, partners, agents, employees, and contractors, and whoever else may be liable, from any and all claims, liabilities, damages, and causes of action of any nature that in any manner arise from or relate to this Agreement. This release extends to and includes any and all claims, liabilities, injuries, damages, and causes of action that You do not presently anticipate, know or suspect to exist, but that may develop, accrue, or be discovered in the future. YOU EXPRESSLY WAIVE ALL RIGHTS UNDER ANY APPLICABLE STATUTE related to claims a creditor does not know or suspect to exist in his or her favor at the time of executing a general release. You represent and warrant that You have considered the possibility that claims, liabilities, injuries, damages, and causes of action that You do not presently know or suspect to exist in your favor may develop, accrue, or be discovered in the future, and that You voluntarily assume that risk as part of the consideration for this Agreement.

16.9. Attorneys’ Fees.  In the event any legal action becomes necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled, in addition to court costs or arbitration fees, to such reasonable outside attorneys’ fees and costs as shall be fixed by a court of competent jurisdiction or by an arbitrator.