Terms of Service.

Terms of Service

Last Modified: December 20, 2024

These Terms of Service (these “Terms”) are a binding contract between you (“Customer,” “you,” or “your”), the person identified on the order form or other similar agreement between the parties (the “Order”), and Rumsby, Inc., a Delaware corporation doing business as Edith (“Edith,” “we,” “us,” or “our”) (each a “party” and together the “parties”), governing your access and use of the styling software, applications and other services provided by Rumsby and more fully described in the Order and on our website at https://www.myedith.com (the “Services”). Together, these Terms, the Order, and other policies posted on our website from time to time and incorporated by reference constitute the parties Agreement (the “Agreement”)

THESE TERMS TAKES EFFECT WHEN YOU SIGN THE ORDER OR OTHERWISE ACCESS OR USE THE SERVICES (the “Effective Date”). BY SIGNING THE ORDER OR OTHERWISE ACCESSING OR USING THE SERVICES YOU: (i) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (ii) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THE AGREEMENT AND, IF ENTERING INTO THE AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (iii) ACCEPT THE AGREEMENT BETWEEN US AND TO BE LEGALLY BOUND BY THESE TERMS. THESE TERMS ALSO GOVERN ANY TRIAL, EVALUATION, OR DEMONSTRATION USE OF THE OFFERINGS. IF YOU DO NOT AGREE TO THESE TERMS YOU MAY NOT ACCESS OR USE THE SERVICES.

The Parties agree as follows:

Access and Use of Services.

Provision of Access. Subject to and conditioned on your compliance with the Agreement and payment of all Fees, we will provide you with the personal styling Services described on the Order and hereby grant you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right during the Term to access and use the software, application(s), or other online Services described in the Order solely for your personal use.
Use Restrictions. You must not use the Services for any purpose beyond the scope of the Agreement. You must not , and must not permit any other person to, directly or indirectly: (i) copy, modify, or create derivative works of the Services or any component of them, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, except as expressly permitted under the Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component, source, or source code of, or methods used to compile, the Services, in whole or in part; (iv) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services; (v) remove any proprietary notices from the Services; or (vi) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any person or organization, or that violates any applicable law, regulation, or rule.
Aggregated Data. Except as otherwise limited by the Agreement, we may monitor your use of the Services and use Aggregated Data to increase the quantity and improve the quality of data on which our software, artificial intelligence, and other systems rely so they can recognize more sophisticated and detailed patterns and make more informed predictions and to compile statistical and performance information related to the provision and operation of the Services. As between you and us, all right, title, and interest in Aggregated Data, including intellectual property rights in it, belongs to and is retained solely by us. No Aggregated Data will be considered your Confidential Information. You acknowledge that we may compile Aggregated Data derived from Customer Content and you agree that if the Aggregated Data does not identify you or your Confidential Information, we may use the Aggregated Data or make them publicly available as permitted under applicable laws, rules, or regulations. “Aggregated Data” means any data collected and compiled by us, or data derived from Customer Content or from your use of the Offerings, to be used in an aggregated and de-identified form.
Suspension. We may temporarily suspend your access to any portion or all of the Services if: (i) we reasonably determine that there is a threat or attack on the Services or our intellectual property; (ii) your use of the Services disrupts or poses a security risk to the Services, our intellectual property, or any of our customers or vendors; (iii) you are using the Services for fraudulent or illegal activities; (iv) our provision of the Services is prohibited by applicable law; (v) any of our vendors has suspended or terminated our access to or use of any Third-Party Content required to enable you to access the Services (each a “Service Suspension”). We will use commercially reasonable efforts to provide you with written notice of a Service Suspension, update you regarding the status of a Service Suspension, and resume your access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. We will not be liable for any damages, losses (including lost profits), or other liabilities or consequences that you may incur because of a Service Suspension.

Your Responsibilities.

Acceptable Use Policy. You must not use the Services for unlawful, fraudulent, offensive, obscene, inappropriate, or potentially harmful activity. You must comply with any acceptable use policy or other use guidelines, standards or requirements available at https://www.myedith.com or otherwise provided by us.
Account Use. You are responsible and liable for all uses of the Services resulting from direct, indirect, or unintentional access you provide to your account, whether the access or use is permitted by or in violation of the Agreement.
Access Credentials, Passwords, and Security Keys. We will provide you with the necessary access credentials, passwords, and security keys to allow you access to the Services. You are responsible for maintaining the confidentiality of your access credentials. You must not sell or transfer them to any other person or entity. You must promptly notify us about any unauthorized access to your access credentials or passwords.
Customer Content. You hereby grant to us a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Content and perform all acts with respect to the Customer Content, but only as reasonably necessary for us to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Content incorporated within the Aggregated Data. You will ensure that Customer Content does not violate the Agreement or any applicable laws, rules, or regulations. You are solely responsible for the development, operation, maintenance, content and use of Customer Content. “Customer Content” means information, data, and other content, in any form or medium, that you either or both developed or acquired before or independently of the Agreement or inputted, submitted, posted, or otherwise transmitted through the Services, but excludes Aggregated Data (defined below).
Third-Party Content. The Services may incorporate or permit access to third-party products, services, software, applications, data, information, or other materials or content that are owned by third parties (the “Third-Party Content”). If we incorporate or you use Third-Party Content with the Services, we may allow the provider of Third-Party Content to access or use your Customer Content as necessary to provide you with the Services. Third-Party Content may be subject to its own terms and conditions. If you do not agree to abide by the Third-Party Content terms and conditions, including any regarding your Customer Content, you should not access or use the Third-Party Content or the Services incorporating them.
Cooperation. You must promptly respond to our requests for instructions, decisions, authorizations, or other information that is reasonably necessary to provide the Services and provide us with copies of or access to your materials that are reasonably necessary to perform the Services. We will not be in breach of or liable to you under the Agreement if the breach or liability is caused in whole or in part by your delay in performing your responsibilities under the Agreement.

Support; Updates; and Downtime. We will use commercially reasonable efforts to make the Services available to you and provide you with support. We may update or modify the Services from time to time and at our sole discretion (in each instance, an “Update”) and may require you to obtain and use the most recent version of the Services. Your continued use of the Services following an update constitutes binding acceptance of the Update. We will use commercially reasonable efforts to schedule downtime for routine maintenance of the Services between and provide you with notice of any scheduled downtime.
Confidential Information. In connection with our proposed or actual relationship, or from time to time during the Term of the Agreement, you and we have disclosed or may disclose to each other, or have allowed or may allow each other access to, Confidential Information. “Confidential Information” means all non-public, proprietary, or confidential information of the disclosing party (the “Discloser”) or relating to the Discloser’s business (including Confidential Information disclosed to or accessed by the recipient (the “Recipient”) before the Agreement) in oral, visual, written, electronic, or other tangible or intangible form, even if not marked or designated as “proprietary” or “confidential.” Confidential Information also includes other information that is marked or otherwise identified as proprietary or confidential, or that would otherwise appear to a reasonable person to be proprietary or confidential in the context and circumstances in which the information is disclosed or accessed. Confidential Information does not include information that is generally available to and known by the public at the time it is disclosed or accessed, unless it is generally available and known through the Recipient’s direct or indirect fault or the direct or indirect fault of person(s) acting on the Recipient’s behalf. Unless permitted by the Agreement, the Recipient must not use Confidential Information for its own account or any third party’s account and must not disclose to any third party any of the Discloser’s Confidential Information. The Agreement does not prevent the Recipient from disclosing Confidential Information if the disclosure is required by an applicable law or regulation or required under the valid order of a court of competent jurisdiction or an authorized government agency and the disclosure does not exceed the extent of the disclosure required by the law, regulation, or order. The Recipient must promptly provide written notice of any court or government order to the Discloser so the Discloser can seek a protective order or other remedy.
Data Security. We will use commercially reasonable organizational, administrative, physical, technical, and legal measures and security procedures to safeguard and ensure the security of your data and to protect it from unauthorized access, disclosure, duplication, use, modification, or loss. You are solely responsible for all data you transmit through the Services and we are not liable to you for any loss or corruption of that data.
Collection and Use of Your Information; Privacy Policy. We may collect certain information about you through the Services. In providing the Services and collecting information, we comply with our privacy policy available at https://www.myedith.com. Our privacy policy is subject to change as described within it. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our privacy policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy.
Intellectual Property; Feedback.

Intellectual Property. The Services are made available to you on a limited access basis and no ownership right in them is conveyed to you. We and our licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Services. Except as otherwise provided in the Agreement, you own all right, title, and interest, including all intellectual property rights, in and to the Customer Content. Only to the extent necessary to provide the Services to you, you hereby grant us a non-exclusive, non-transferable (except in accordance with an assignment of the Agreement), fully paid, royalty free, perpetual, and worldwide license to use the Customer Content.
Feedback. If you send or transmit any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating to the Services, or any other comments, questions, suggestions, or the like (“Feedback”), we are free to use the Feedback irrespective of any other obligation or limitation between you and us governing the Feedback. All Feedback is and will be treated as non-confidential. Without any attribution or compensation to you or any third party, you hereby assign to us all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, even though we may not use the Feedback.

Limited Warranty and Disclaimer.

Our Warranty. We represent and warrant that we will provide the Services using a commercially reasonable level of care and skill, using commercially reasonable efforts, and in a professional and work-person-like manner. We will not be liable for a breach of the foregoing warranty unless you provide us with written notice reasonably describing the defective Services within ten days of the time when you discover or should have discovered the defect. If you provide us with written notice, then, in our sole discretion, we may repair the defect or re-perform the Services or the defective part of the Services, or we may credit or refund the reasonable value of the Services. THE FOREGOING WARRANTY DOES NOT APPLY, AND WE STRICTLY DISCLAIM ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
Your Warranty. You represent and warrant that you own or otherwise have and will have the necessary rights and consents in and relating to the Customer Content so that as it is received by us and processed in accordance with the Agreement, the Customer Content does not and will not infringe, misappropriate, or otherwise violate intellectual property, privacy, or other rights of any third party or violate any applicable laws, rules, or regulations.
Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8.1, THE SERVICES ARE PROVIDED “AS IS” AND WE SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE MAKE NO WARRANTY OF ANY KIND THAT THE OFFERINGS OR ANY OTHER PRODUCTS, SERVICES, DATA INPUTS, DATA OUTPUTS, AI DATA, OR RESULTS OF THEIR USE, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

Indemnification. You must indemnify, hold harmless, and, at our option, defend us and our officers, directors, employees, agents, affiliates, successors, and assigns from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”) arising from or relating to any third-party claim, suit, action, or proceeding (“Third-Party Claim”): (i) that the Customer Content, or any use of the Customer Content in accordance with the Agreement, infringes or misappropriates the third party’s United States intellectual property rights; or (ii) based on your negligence or willful misconduct or use of the Services in a manner not authorized by the Agreement. You may not settle any Third-Party Claim against us unless we consent to the settlement. We retain the right, at our option, to defend ourselves against any Third-Party Claim or participate in the defense by counsel of our own choice.
Limitations of Liability. IN NO EVENT WILL WE BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO US UNDER THE AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The exclusions and limitations in this Section 10 do not apply to the parties’ indemnification obligations under Section 9.
Fees and Payment. You must pay us the fees described on any Order Form (the “Fees”) in accordance with the terms of the Order Form and any invoice. If you fail to pay any amounts when due, we may suspend your access to all or part of the Services until all amounts are paid in full. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local government entity on any amounts payable by you under the Agreement. You are not responsible for any taxes on our revenue, income, personnel, or real or personal property, or other assets.
Term and Termination.

Term. These Terms remain in full force and effect while you use access or use our website. The Agreement remains in effect until the Services described in the Order are complete.
Termination. Either party may terminate the Agreement:

For any reason without advance notice to the other party if your access and use of the Services solely for trial, evaluation, or demonstration purposes;
Effective on written notice to the other party, if the other party breaches these the Agreement (which breach may include your failure to pay any amount when due), and the breach is either incapable of cure or remains uncured 15 days after the non-breaching party provides written notice of the breach to the breaching party; or
Effective on written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Effect of Termination. On termination of the Agreement, you must immediately discontinue use of the Services. No expiration or termination of the Agreement will affect your obligation to pay all Fees that may have become due before the expiration or termination or entitle you to any refund. If we terminate the Agreement because of your breach of it, then all Fees that would have been due to us through the Agreement’s Term are immediately due and payable.
Survival. This Section 12.4, Sections 11 (Fees & Payment), 4 (Confidential Information), 9 (Indemnification), 10 (Limitations of Liability), 14 (Export Regulation), 15 (Publicity), 16 (Miscellaneous), and any right or obligation that, by its express terms or nature and context is intended to survive termination or expiration of the Agreement, will survive any termination or expiration.

Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this these Terms from time to time, and that modified Terms become effective on posting. You will be notified of modifications through direct email from us or notifications or posts on https://www.myedith.com. You are responsible for reviewing and becoming familiar with any modifications. Your continued use of the Offerings after the effective date of the modifications will be considered acceptance of the modified Terms.
Export Regulation. You must comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Content outside the United States.
Publicity. You agree that we may include your name, logo, and success stories on our website or in our promotional materials. We will stop doing so on your written request sent to [EMAIL ADDRESS].
Miscellaneous.

Assignment. The Agreement is personal to you and you may not assign, transfer, or delegate any or all of your rights or obligations under it without our prior written consent. Any attempted assignment, transfer, delegation or other conveyance in violation of the foregoing will be null and void. We reserve the right to assign or transfer the Agreement and delegate any of our obligations under it.
Governing Law; Jurisdiction. California law applies to the Agreement without regard for any choice-of-law rules that might direct the application of the laws of another jurisdiction. Exclusive jurisdiction lies with the courts of California for all actions or proceedings arising out of or relating to the Agreement and the parties hereby consent to the jurisdiction of those courts.
Equitable Remedies. Each party acknowledges and agrees that if it breaches or threatens to breach any of its confidentiality or intellectual property obligations under the Agreement, that breach or threatened breach would give rise to irreparable harm to the other party for which monetary damages would not be an adequate remedy. If a party breaches or threatens to breach any of its confidentiality or intellectual property obligations, the other party will, in addition to any and all other rights and remedies that may be available to that party at law, at equity, or otherwise, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Each party agrees that it will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 16.3.
Attorneys’ Fees. If any party institutes any legal suit, action, or proceeding against the other party to enforce the Agreement (or obtain any other remedy regarding any breach of the Agreement), the prevailing party in a final, non-appealable judgment regarding the suit, action, or proceeding is entitled to receive, and the non-prevailing party must pay, in addition to all other remedies to which the prevailing party may be entitled, the costs and expenses incurred by the prevailing party in conducting or defending the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs.
Entire Agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes any other agreements, representations, or understandings (whether oral, written, express, or implied) that relate to the subject matter. If there is any conflict between these Terms and the Order, these Terms will govern, unless the Order expressly states otherwise.
Severability. If any part of the Agreement is held to be unenforceable, that part must be amended to achieve as nearly as possible the same economic effect as the original part and the rest of the Agreement remains fully enforceable.
Waiver. A party’s waiver of a provision or the other party’s breach of the Agreement is not a waiver of any similar or dissimilar provision or breach at the same, prior, or subsequent time. A party’s delay or failure to exercise any right, power, or privilege under the Agreement is not a waiver of that right, power, or privilege, and does not preclude the party from any other or further exercise of that or any other right, power, or privilege.
Captions. The captions or headings of the Agreement are for reference only and should not be construed as part of the Agreement.
Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in the Agreement will be construed to create any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither party will have authority to contract for or bind the other party.
Notice. Any notice required or permitted by the Agreement must be in writing and will be considered effective on receipt if delivered in person, by a reputable overnight courier service, by registered or certified mail (postage prepaid, return receipt requested), or by email or confirmed facsimile (if the email or facsimile is sent during the recipient’s normal business hours, otherwise the email or facsimile is considered given or made on the next business day), to the attention of the party intended as the recipient at that party’s address on the signature page to the Order or at the address that party most recently provided to the other party for the purpose of notice under this Section 16.10.