IMPORTANT:  Please read carefully:

These Terms of Products and Services for Shades of Perfection, LLC Media Makeup Course ('Agreement') is a legal agreement between you (either an individual or an entity) and Shades of Perfection, LLC (Services).  The Service Agreement includes product upgrades, support and access to content as described.  You may only receive the Services if you are a Service Subscriber in good standing with a valid authorized credit card on file with Shades of Perfection or if you are in a demo period of the Services.  By clicking 'ACCEPT' button or otherwise using or accepting the Services you agree to be bound by the Terms of this Agreement.  If you do not agree to the terms of the Agreement, DO NOT click the 'ACCEPT' button and DO NOT purchase or use the Services. You agree that your use of the Services acknowledges that you have read this agreement, understand it, and agree to be bound by it's Terms and Conditions.  The Services may be provided to you on a demo basis.  Your use of the Shades of Perfection site will be governed by the Shades of Perfection License Agreement accompanying this course.  An electronic copy of which will be installed on your computer upon installation of the course.

1.  PAYMENT AND SERVICES

Following the sample demo that may be provided to you by Shades of Perfection (SOP) you agree to pay SOP one of the following: 1) a flat one-time fee or 2) a previously agreed upon monthly payment plan for your use of the Services using a valid payment method, plus any applicable taxes, in accordance with the billing terms and prices in effect at the time the fee or charge was initially purchased and agreed upon.  You agree to pay SOP on a monthly basis the monthly fee via credit charge, or debit card you provide each month, or withdraw funds via electronic transfer from your checking account (depending on what payment method you are using), until you cancel the Services.  SOP  may receive updated information about your account from the financial institution issuing your credit, charge or debit card.  At SOP's discretion, your credit report may be pulled. Payments are to be paid in advance at the beginning of the applicable month.  All payments are completely non-refundable.  You may cancel your membership newsletter at anytime, but SOP will not refund any remaining portion of your subscription fees, including any minimum commitment, already billed to your account.  You agree to provide SOP with a valid payment method and accurate, complete update information required by the subscription registration form.  Failure to comply may result in the immediate termination of Services.

SOP will assess an additional 1.5% (or highest amount allowed by law) per month late charge if your payment is more than 15 days past due.  That amount is also due immediately.  You are responsible and liable for any fee, including attorney and collection fees, that SOP may incur in its efforts to collect any remaining balances from you.  You also agree that your services will be terminated.  You agree to notify SOP about any billing problems or discrepencies within 30 days after they first appearance on your account statement, as well as any changes in credit card / debit numbers.  If you do not bring them to SOP's attention within 30 days, you agree that you waive your right to dispute such problems or discrepencies.

During your subscription period, you will be entitled to receive: (1) premium content (as defined below); (2) any generally available SOP upgrades during your subscription period and (3) mentoring and email support services as described at my-shades.com.

You understand that all audio, video, musical composition, multimedia presentation, images, artwork, data, test information, software, other materials (collectively “'Content') provided in conjunction with the Services are the sole responsibility of the entity from which such content originate and not SOP.  You understand that by using the services and accessing the Content, you may be exposed to Content that you may find objectionable.  It is your responsibility to determine which Content meets your standards.

UNDER NO CIRCUMSTANCES WILL SOP BE LIABLE IN ANY WAY FOR

ANY CONTENT THAT YOU HAVE ACCESS TO DURING YOUR SUBSCRIPTION PERIOD, INCLUDING, BUT NOT COMMITTED TO, ANY ERRORS, OR OMISSIONS IN CONTENT, QUALITY OF CONTENT, OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT PROVIDED AS PART OF THE SERVICE.

2. YOUR RIGHT TO CANCEL COURSE AND SUBSCRIPTION SERVICES

You may cancel the Subscription Services at any time.  You will not receive any refund or partial refund for any charges already billed to your account.  In the event you signed up for a minimum commitment period, you may cancel the services of the Subscription e-Mentoring and Email support only before payment is made.  Cancellation instructions are made through0 eshadesofperfection.com or by calling 610-975-0640.  You understand that cancellation of your Subscription is your sole right and remedy with respect to any dispute with SOP.  This includes, but is not limited to, any dispute related to, or arising out of (1) any term of this Agreement or SOP enforcement or application of this Agreement; (2) any policy or practice of SOP, including any SOP Privacy Policy or SOP's enforcement or application of these policies; (3) the content available through SOP or the Internet or any change in Content provided through SOP; (4) Your ability to access and/or use the content; (5) any SOP Software or Content provided by or through SOP; (6) the amount or type of fees, applicable taxes, billing methods, or any change to fees, applicable taxes, or billing methods.

3. SHADES OF PERFECTION S RIGHT TO TERMINATE OR MODIFY SERVICES

SOP may modify the Terms of this Agreement or the Services including but not limited to the price, content or nature of the Services, upon notice to you.  In the event, SOP modifies the Agreement or the Services, you may terminate your membership.  SOP may terminate this Agreement and any Services at any time upon notice to you provided that you will be entitled to receive the Services for any period for which you have already paid, or pro-rate refund at SOP's sole discretion.  SOP may provide notice by email or by publishing the changes on the website.  It is your responsibility to check the website for such changes every 30 days. This Agreement will automatically terminate if you fail to comply with any of the terms.  No notice shall be required from SOP to effect such termination. Upon any Termination of this Agreement (whether by you or SOP), you shall immediately discontinue use of the Services.  Your obligation to pay accrued charges and fees shall survive any termination of this Agreement.

4. SERVICE USE RESTRICTIONS

(a) You agree that you shall only use the Services and Content in a manner that complies with all applicable laws in the jurisdiction in which you use the Services and Content, including but not limited to applicable restrictions concerning copyright and other intellectual property rights.  Except as specifically authorized herein, you may not (i) permit other individuals to use the Content and Services. 

(ii) modify and translate, distribute or create decorative works of the Content or the Services;  (iii) copy or redistribute the Content;  (iv) rent, lease, transfer, or otherwise transfer rights to the Content or the Services;  (v) remove any propriety notices or labels on the Content or Services;  and  (vi) add to alter, delete from, or otherwise modify the content.

(b) You may only use the Services and Content for your private, non-commercial use (without prior authorization of SOP).  You may not use the Services or Content in anyway to promote, or as part of any commercial service or application (without prior authorization of SOP).  All content, including but not limited to that which is streamed, downloaded or copied while using the services are protected by the US Copyright Laws and related laws of other jurisdictions, and are for your own personal use only.  You may not, under any circumstances distribute Content to third parties, or broadcast or perform the Content outside your normal circle of family and social acquaintances.

(c) You may not attempt to, in conjunction with, any device, software program or Service, circumvent technological measures employed to control access to, or the rights of Shades of Perfection.  You may not circumvent or attempt to circumvent systems such as those found on the eCourse CD-ROMs , as well as whatever measures are included on our website by any means.

(d) In addition, to any other remedies available in equity or law to SOP or SOP's content suppliers, failure to comply with any of the Terms of Conditions in this Section 4 - Service Use Restrictions shall immediately terminate your license to the Content and Services.

5. PERSONAL INFORMATION AND PRIVACY

You are required to register with SOP to use both free and paid Services, including SOP's free demo sample of the course.  Personal information you provide to SOP is governed by SOP Privacy Policy at eshadesofperfection.com.  Your election to use the free or paid Services, indicates your acceptance of the Terms of SOP's Private Policy, so please review it carefully.  If you have any questions about SOP's treatment of personal information you provide to us, please contact us via email.

To summarize key terms of SOP's Privacy Policy:  Information collected in SOP's registration process includes: name, email address, age, gender, location information, product and service information, systems information is stored on SOP's servers and is sent to and from each servers as part of routine product communication that enables SOP's functionality.

SOP uses this information to:

a) Verify access rights to premium content, services, or software.

b) To provide you with information about products, services, news and events.

c) To allow you to purchase and download products and services

d) To provide you with advertising promotions and special offers we feel you may be interested in based on content preferences and other information you provide to us.

e) For license reporting, billing, and assessment of service levels.

f) To better understand on an aggregated basis how our products are used, as well as traffic patterns.

This information is treated ‘'according' to SOP's Privacy Policy at eshadesofperfection.com.  If you have questions about our Privacy Policy, please email us at privacy@my-shades.com.

You are responsible for all the activities that occur on the website and you agree to notify SOP immediately for any unauthorized use.  SOP's is in no way responsible for any loss that you may incur as a result of any unauthorized use of our website, as well as  any loss of income/debt that is incurred as a result of pursuant of this course.

6. E-MAIL NOTIFICATION

In the future, SOP may implement a subscriptions' based system. To let you know what new Content and Services are available from time to time, SOP may send you email describing the latest Content and how to get access to the content.  You agree that as a Service Subscriber SOP may send you such an email to the address you provide.  Because this email is necessary for you to receive the services, you will receive this email even if you have opted out of receiving other emails from SOP.  If you do not want to receive this email, you may cancel the Service at anytime as provided in this Agreement, or opt out of the SOP Service email as provided in each email. Until the subscription based system is implemented, to opt-out of most emails sent by us, simply send us an email with the subject line of 'Remove' with an empty body content.

7. TITLE

Title, ownership, rights, and intellectual property rights in and to the Services shall remain in SOP and/or its suppliers.  The Services and Content are protected by the Copyright Laws of the United States and other countries, and by International Copyright treaties.  Title ownership rights and intellectual property rights in and to the Content accessed through the Services shall be refined by the applicable content owner and may be protected by applicable Copyright or other laws.

8. DISCLAIMER OF WARRANTY AND LIMITED LIABILITY

THE SERVICES AND ANY CONTENT ARE PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOP FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  THE ENTIRE RISK ARISING OUT OF THE USE OF SERVICES OR CONTENT REMAINS ON YOU.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL SOP OR IT S SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION,, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS, LOSS OF  INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT EVEN IF SOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SOP RELATED TO THIS AGREEMENT OR THE SERVICES/CONTENT SHALL BE CANCELLATION OF THE SOP SERVICES.  IN THE EVENT A COURT AWARDS DIRECT DAMAGES DESPITE THE FOREGOING, SUCH DAMAGES SHALL NOT EXCEED THE LESSOR OF $25.00 OR THE AMOUNT YOU PAID.  BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  SOP DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY CONTENT PROVIDED BY OR THROUGH SOP.

9. INDEMNIFICATION

The Products and Services is intended for private use only with properly licensed media, content, and content creative tools.  It is your responsibility to ascertain whether any copyright, patent, or other licenses are necessary and to obtain any such licenses to serve and/or create, compress or download such media and content.  You agree to record, playback and download only those materials for which you have the necessary license or other permission.  You agree to hold harmless, indemnify and defend SOP, it's officers, directors and employees, from and against any losses damages, fines, expenses (including attorney's fee and costs) arising out of or relating to any claims that you have (i) viewed, downloaded, encoded, compressed  the course in violation of another's party's rights or in violation of any law or

(ii) violated any terms of the Agreement.  If you are exporting Software from the United States, you shall indemnify and hold SOP harmless from and against any import and export duties or other claims arising from such exportation.

10. IMPORTANT AND MISCELLANEOUS

THIS AGREEMENT IS PERSONAL TO YOU, AND MAY NOT BE ASSIGNED WITHOUT SOP'S WRITTEN CONSENT.

a) Arbitration and Jurisdiction

You and SOP agree that the exclusive remedy for all disputes and claims relating in any way to, or arising out of, this Agreement, the Services, or your use of the Services (including the arbitrability of any claims or disputes and the enforceability of this paragraph), or to any other alleged act or omission by you or SOP toward the other, shall be final and binding arbitration.  The arbitration shall be conducted under the Commercial Arbitration Rules of American Arbitration Association ('AAA') before a panel of three arbitrators and conducted in the State of Pennsylvania.  You and SOP also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings.  You and SOP may litigate in court only to compel arbitration under this License Agreement, or to confirm, modify vacate or enter judgement on the award rendered by the arbitrators.  To the extent that you have breached or have indicated your intention to breach this Agreement in any manner which violates or may violate SOP's intellectual property rights, or may cause continuing or irreparable harm to SOP (including, but not limited to, any breach that may impact SOP's intellectual property rights, or breach by reverse engineering), SOP may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction.  You and SOP must commence an arbitration by filing a demand for arbitration with AAA within (1) year after the date the party asserting the claim; and there shall be no right to any remedy for any claim not asserted within that time period (if applicable law prohibits a one-year limitations period for asserting the claims, and the claim must be asserted within the shortest time period in excess of one year that is permitted by applicable law). 

To the fullest extent permitted by law:  no arbitration under this License Agreement shall be joined to an arbitration involving any other current or forever licensee of SOP, whether through class arbitration proceedings or otherwise; no findings or stipulation of fact in any other arbitration, judicial or similar proceedings may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and SOP); and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determinined in another proceeding between you and SOP).  This Agreement shall be governed by the Laws of the State of Pennsylvania and the Federal Arbitration Act, without regard to conflicts of law provisions, and hereby consent to the exlusive jurisdiction of the state and federal courts sitting in the State of Pennsylvania.

b. Complete Agreement

This agreement shall constitute the complete exclusive agreement between us, not withstanding any variance with any order or other written instrument submitted by you, whether formally rejected by SOP or not.  The acceptance of any order you place is expressly made conditioned on your consent to the terms set forth herein.  The Terms and Conditions contained in the Agreement may not be modified by you except in a writing duly signed by you and an authorized representative of SOP. 

If any provision of this Agreement is held to be unenforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions here of under all circumstances.  This Agreement will not be governed by the United Nations Conventions of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. 

If you have questions about our Privacy Policy, please email us at privacy@my-shades.com.

Shades of Perfection, LLC and/its suppliers
P.O. Box 536
Wayne, PA 19087-0536

Copyright © 2003-2004 Shades of Perfection™, LLC. ALL RIGHTS RESERVED. Please refer to Legal Information for use.  U.S. Patents Pending.