Terms of Service
Scent Memory LLC Terms and Conditions of Sale
Agreement between User and www.scentmemoryfragrance.com
Welcome to www.scentmemoryfragrance.com. The www.scentmemoryfragrance.com website (the "Site") is comprised of various web pages operated by Scent Memory LLC ("SMLLC"). www.scentmemoryfragrance.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of www.scentmemoryfragrance.com constitutes your agreement to all such Terms. Please read these terms carefully and keep a copy of them for your reference.
www.scentmemoryfragrance.com is an E-Commerce Site.
Scent Memory LLC sells fragrance oils, a manufacturing product, intended for use in end products such as home fragrance and personal care. We are a small business located in Minnesota.
Availability
Availability of our products and/or services is subject to change without notice. If a product is not in stock when you place your order, we will do our best to advise you when the product will be available. SMLLC shall not be liable for any claims or damages arising in connection with products which are out of stock or otherwise unavailable. SMLLC reserves the right to discontinue the sale of any product or service at any time without notice to you or any other third party.
Prices
Prices shall be our published prices for the products or as otherwise quoted by us to you in writing. Unless otherwise specified by us, any written or electronic price quotes we may provide from time to time are valid only for the period of time specified in such quote. We reserve the right to increase the price for any product without notice to you (provided, that we will not increase prices for products which have been previously ordered by you but not yet shipped). We are not responsible for any errors on the Site. In the event a product is listed at an incorrect price due to typographical, photographic or technical error or error in pricing information received from our suppliers or manufacturers, we reserve the right to refuse or cancel any orders placed for that product listed at the incorrect price
Order Modification or Cancellation Policy
Orders can be cancelled or modified within 24 hours of order submission, provided it has not yet been released to the shipping company for delivery by emailing info@scentmemoryfragrance.com. Refunds will be provided back to the original form of payment. We cancel or refund special orders once the order has been placed with our vendors.
SMLLC is not responsible for errors in ordering. Please review your order to ensure it is correct, and contact us within 24 hours to request modifications.
Return Policy
Due to sanitary concerns all sales are final and may not be returned, exchanged or refunded with the exception of missing or incorrect items.
All orders must be inspected and in the event of an order discrepancy or quality concern issues raised by emailing info@scentmemoryfragrance.com within 72 hours of delivery for refund or replacement to be considered. In the event of an incorrect order we will send a shipping label to return the product error. Products must be returned or purchased to keep your account in good standing. Damaged
SMLLC reserves the right to request photographic evidence of damage, samples or return of product for evaluation in the event of quality control concerns. You are responsible for shipping charges related to this request. If SMLLC finds there was an error or quality issue we will refund payment for the product or replace at our discretion.
Shipping Policy
SMLLC ships orders through the United States Postal Service and UPS. All orders are assigned tracking numbers which are transmitted to the customer within 24 hours of shipping.
Orders that are marked as delivered by the shipping carrier are considered complete. SMLLC is not responsible for stolen or missing packages after the carrier conveys delivered status. Individuals should work with their local post office or UPS location to identify exact location of delivery.
In the event of a returned package due to undeliverable location, customer refusal or incorrect address, SMLLC will send the customer and invoice for redelivery. If this is not paid, a refund on the purchase will be made minus the original delivery fee.
In the event of a damaged package please contact info@scentmemoryfragrance.com with pictures of the packaging and the product, with a description of and the extent of the damage. This is required for SMLLC to file a shipping damage claim.
Product Warranty; Disclaimer
We agree to transfer to you, to the extent we are permitted to do so, any warranties that we have received from our suppliers or manufacturers with respect to the products sold through the Site. In that case we will have no product warranty obligations to you. As an accommodation to you, we will, in certain cases and at our sole discretion, provide reasonable assistance in the processing of product returns for which we have no warranty obligations hereunder. Where a product is warrantied, but we are not permitted to transfer the warranty to you, we will warrant that upon delivery to you (and at no other time), the products purchased will substantially conform to the applicable manufacturer's specifications for such products under the same terms as warranted by the manufacturer to us. Except for this limited warranty which we make solely to you and to the extent permitted by law, WE MAKE NO WARRANTIES, GUARANTEES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR RESPECTING NON-INFRINGEMENT OR AS TO THE ACCURACY OF ANY CONTENT IN ANY SMLLC LITERATURE OR POSTED ON THE SITE. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOUR USE OF PRODUCTS PURCHASED FROM SMLLC COMPLIES WITH LOCAL JURISDICTION CODES AND ALL REGIONAL, NATIONAL AND INTERNATIONAL LAWS AND REGULATIONS. Our warranty obligations with respect to products and your exclusive rights under our warranty are limited, at our option, to repair or replace the products pursuant to the Return Material Authorization procedure described above, or to refund the purchase price paid by you for the affected products.
Unauthorized Use of Products
The products sold by SMLLC are not intended to be used as they are shipped, but diluted to appropriate levels in the manufacture of other products and are not intended or authorized for use with any real-time application in which failure of the products could create a situation where personal injury or death may occur. Our products, if not used correctly, can cause fires, injury or even death. While we may, from time to time, offer tutorials or guides within various portions of the Site or on social media channels, you are ultimately responsible for ensuring that you are using all products purchased from us in a safe and appropriate manner. SMLLC provides Safety Data Sheets and IFRA usage guides for all fragrance oils. Failure to follow the guidelines in these documents is solely the responsibility of the customer.
SMLLC SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES OR INJURIES CAUSED BY YOUR NEGLIGENCE, THE NEGLIGENCE OF ANY OF YOUR CUSTOMERS, THE MISUSE OF ANY OF OUR PRODUCTS OR SERVICES BY YOU OR ANY THIRD PARTY TO WHICH YOU PROVIDE ACCESS TO OUR PRODUCTS, OR ANY OTHER DAMAGES OR INJURIES ARISING OUT OF YOUR USE OF ANY OF OUR PRODUCTS. YOU AGREE THAT YOU WILL NOT USE OR KNOWINGLY SELL THE PRODUCTS TO YOUR CUSTOMERS WHO INTEND TO USE THE PRODUCTS IN AN INAPPROPRIATE MANNER OR IN ANY UNAUTHORIZED APPLICATIONS. WE AND OUR SUPPLIERS SHALL HAVE NO LIABILITY WHEN PRODUCTS ARE USED IN CONJUNCTION WITH SUCH APPLICATIONS.
Resale of Products Using Scent Memory LLC products
The products and services available on the Site are for personal and/or professional use only. You may not sell or resell any of the products or services, or samples thereof, you purchase or otherwise receive from us without our express written permission. SMLLC reserves the right, with or without notice, to cancel or reduce the quantity of any order to be filled or products or services to be provided to you that we believe, in our sole discretion, may result in the violation of these Terms.
YOU SHALL BE SOLELY RESPONSIBLE FOR PROVIDING SUPPORT TO YOUR RESELLERS OR CUSTOMERS. YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM ANY CLAIMS ASSERTED BY A THIRD PARTY, REGARDLESS OF THE THEORY UNDER WHICH SUCH CLAIM IS ASSERTED, ARISING OUT OF THE RESALE OR DISTRIBUTION OF ANY PRODUCTS BY YOU. ALSO, YOU ARE NOT AUTHORIZED TO USE ANY OF OUR TRADEMARKS OR TRADE NAMES OR THOSE OF OUR MANUFACTURERS OR SUPPLIERS WITHOUT OUR OR THEIR CONSENTS, AS THE CASE MAY BE.
Export/Import Policy
SMLLC operates only within the United States and its territories. You agree not to export or re-export any product or technical data except in full compliance with the export control laws and regulations of the United States government, its departments and agencies, or import or re-export any product or technical data except in full compliance of the laws of the jurisdiction into which, or from which, such product or technical data is being imported or re-exported.
Limitation of Product Liability
Neither of us shall be liable to the other for any indirect, special, consequential or punitive damages, including, without limitation, loss of profits or revenue, loss of data, procurement costs, or business interruption costs, even if advised of the possibility of such damages.
In no event will we be liable to you for any damages in excess of (x) the purchase price of the products giving rise to such claim regardless of the theory under which such claim is asserted, or (y) for all other types of claims, the aggregate amount paid by you to SMLLC the six (6) month period immediately preceding the date of the applicable claim. The collective limitations on our liability under these Terms of Sale apply also to our suppliers who are intended beneficiaries of these limitations.
Privacy
Your use of www.scentmemoryfragrance.com is subject to SMLLC's Privacy Policy. Please review our Privacy Policy, which also governs the Site and informs users of our data collection practices.
Electronic Communications
Visiting www.scentmemoryfragrance.com or sending emails to SMLLC constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
Your Account
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that SMLLC is not responsible for third party access to your account that results from theft or misappropriation of your account. SMLLC and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
Children Under Thirteen
SMLLC does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use www.scentmemoryfragrance.com only with permission of a parent or guardian.
Links to Third Party Sites/Third Party Services
www.scentmemoryfragrance.com may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of SMLLC and SMLLC is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. SMLLC is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by SMLLC of the site or any association with its operators.
Certain services made available via www.scentmemoryfragrance.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the www.scentmemoryfragrance.com domain, you hereby acknowledge and consent that SMLLC may share such information and data with any third party with whom SMLLC has a contractual relationship to provide the requested product, service or functionality on behalf of www.scentmemoryfragrance.com users and customers.
No Unlawful or Prohibited Use/Intellectual Property
You are granted a non-exclusive, non-transferable, revocable license to access and use www.scentmemoryfragrance.com strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to SMLLC that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of SMLLC or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. SMLLC content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of SMLLC and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of SMLLC or our licensors except as expressly authorized by these Terms.
Use of Communication Services
The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.
By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.
SMLLC has no obligation to monitor the Communication Services. However, SMLLC reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. SMLLC reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
SMLLC reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in SMLLC's sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. SMLLC does not control or endorse the content, messages or information found in any Communication Service and, therefore, SMLLC specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized SMLLC spokespersons, and their views do not necessarily reflect those of SMLLC.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
Materials Provided to www.scentmemoryfragrance.com or Posted on Any SMLLC Web Page
SMLLC does not claim ownership of the materials you provide to www.scentmemoryfragrance.com (including feedback and suggestions) or post, upload, input or submit to any SMLLC Site or our associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting SMLLC, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to:
copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. SMLLC is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in SMLLC's sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
Third Party Accounts
You will be able to connect your SMLLC account to third party accounts. By connecting your SMLLC account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
International Users
The Service is controlled, operated and administered by SMLLC from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the SMLLC Content accessed through www.scentmemoryfragrance.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
Indemnification
You agree to indemnify, defend and hold harmless SMLLC, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. SMLLC reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with SMLLC in asserting any available defenses.
Arbitration
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and SMLLC agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
Liability Disclaimer
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. SCENT MEMORY LLC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
SCENT MEMORY LLC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND.
SCENT MEMORY LLC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SCENT MEMORY LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SCENT MEMORY LLC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
Termination/Access Restriction
SMLLC reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Minnesota and you hereby consent to the exclusive jurisdiction and venue of courts in Minnesota in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and SMLLC as a result of this agreement or use of the Site. SMLLC's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of SMLLC's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by SMLLC with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and SMLLC with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and SMLLC with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
Severability
If any provision of these Terms of Sale are held illegal, unenforceable or in conflict with any law by a court of competent jurisdiction or arbitral tribunal, such provision shall be deemed severed from these Terms of Sale and the validity of the remainder of these Terms of Sale shall not be affected thereby.
Changes to Terms
SMLLC reserves the right, in its sole discretion, to change the Terms under which www.scentmemoryfragrance.com is offered. The most current version of the Terms will supersede all previous versions. SMLLC encourages you to periodically review the Terms to stay informed of our updates.
Contact Us
SMLLC welcomes your questions or comments regarding the Terms:
Scent Memory LLC
7500 GOLDEN TRIANGLE DRIVE
Eden Prairie, Minnesota 55344
Email Address:
info@scentmemoryfragrance.com
Telephone number:
612-464-3972
Effective as of October 20, 2024