Release of Liability

SERAPHIC SKINCARE, INC. – DISPLAY LIABILITY WAIVER

BY AGREEING TO THIS LIABILITY WAIVER (THE “WAIVER”), YOU AND YOUR BUSINESS WILL WAIVE CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE FOR CERTAIN CLAIMS. PLEASE READ THIS WAIVER CAREFULLY.

This Display Liability Waiver is entered into by and between Seraphic Skincare, Inc. (“Seraphic Skincare,” “Company,” “we,” or “us”) and the wholesale business that leases or purchases Seraphic Skincare display units (the “Vendor”). By leasing, purchasing, or using any Seraphic Skincare display units, fixtures, or other merchandising materials (collectively, the “Displays”), Vendor acknowledges and agrees to be bound by this Waiver.

1. POSSIBILITY OF INJURIES AND DAMAGES

Vendor acknowledges and understands that, in connection with the assembly, placement, use, movement, and presence of Displays at Vendor’s premises or locations where Vendor uses the Displays, Vendor and other persons (including Vendor’s owners, officers, employees, contractors, and customers) may be exposed to a variety of hazards and risks, foreseen and unforeseen, that are inherent in the use of physical product displays.

These inherent risks include, but are not limited to, the risk of serious personal injury, death, and/or property damage resulting from, without limitation:

Physical exertion in lifting, assembling, disassembling, moving, or otherwise manipulating the Displays;
Unstable surfaces, uneven floors, obstruction, or other environmental conditions that may cause Displays to shift, fall, or become unstable;
Trips, slips, or falls in the vicinity of Displays, including contact with Displays or associated fixtures due to environmental hazards (such as clutter, debris, cords, or uneven surfaces);
Incorrect or incomplete assembly, overloading, improper placement, or improper use of Displays, whether by Vendor or Vendor’s staff or contractors;
Other hazards associated with the use, presence, and handling of physical product display units (collectively, the “Injuries and Damages”).

Vendor understands and acknowledges that these Injuries and Damages cannot be completely eliminated so long as Displays are being used or present within Vendor’s premises or any other locations where Vendor chooses to use them.

2. ASSUMPTION OF THE RISK

Vendor understands that Injuries and Damages can arise from environmental conditions, acts or omissions by Seraphic Skincare, acts or omissions by Vendor or Vendor’s owners, officers, employees, or contractors, or acts or omissions by third parties, whether due to negligence or other reasons.

Vendor understands and agrees that IMPROPER INSTALLATION, PLACEMENT, LOADING, OR USE OF DISPLAYS MAY LEAD TO INJURIES AND DAMAGES.

Seraphic Skincare may, in its discretion, provide written specifications regarding recommended use and maximum weight limits for certain Displays, as well as instructional materials, diagrams, or videos illustrating general methods of setting up Displays (collectively, “Display Instructions”). Vendor understands that:

It is Vendor’s responsibility to carefully read, understand, and follow all Display Instructions provided by Seraphic Skincare before using, assembling, or loading any Displays;
Display Instructions are provided for general informational purposes only and may not account for Vendor’s unique environment, building codes, or local safety regulations;
Vendor is solely responsible for assessing the suitability of any Display for all products placed on or around the Display and for the environment in which the Display is used; and
Vendor agrees not to use any Display for any purpose other than its intended merchandising purpose.

Vendor understands the risks of Injuries and Damages involved with the use and presence of Displays and acknowledges that additional care may be necessary to protect the safety of Vendor’s staff, customers, and other persons on or about Vendor’s premises.

Vendor confirms that its lease or purchase of Displays is voluntary and that Vendor may choose to stop using the Displays at any time. Vendor further acknowledges that Seraphic Skincare has not attempted to contradict or minimize Vendor’s understanding of the risks associated with Injuries and Damages.

BY LEASING, PURCHASING, OR USING THE DISPLAYS, VENDOR KNOWINGLY AND FREELY ASSUMES ALL SUCH RISKS, BOTH KNOWN AND UNKNOWN, ARISING FROM OR RELATED TO THE USE, HANDLING, AND PRESENCE OF THE DISPLAYS.

3. WAIVER AND RELEASE OF LIABILITY

In consideration for being permitted to lease or purchase Displays from Seraphic Skincare, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Vendor (for itself and on behalf of its owners, officers, employees, contractors, successors, and assigns) agrees as follows:

TO THE FULLEST EXTENT PERMITTED BY LAW, VENDOR AGREES TO WAIVE AND DISCHARGE ALL CLAIMS AGAINST, RELEASE FROM LIABILITY, INDEMNIFY, AND HOLD HARMLESS SERAPHIC SKINCARE, INC. AND ITS PAST AND PRESENT OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, MANAGERS, AGENTS, EMPLOYEES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, COSTS, OR EXPENSES OF ANY KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE) ARISING OUT OF OR IN ANY WAY RELATED TO THE LEASE, PURCHASE, ASSEMBLY, INSTALLATION, PLACEMENT, LOADING, USE, HANDLING, OR PRESENCE OF THE DISPLAYS BY VENDOR OR ANY PERSON UNDER VENDOR’S CONTROL OR ON VENDOR’S PREMISES (COLLECTIVELY, THE “DISPLAY CLAIMS”).

THIS WAIVER AND RELEASE APPLIES EVEN IF ANY DISPLAY CLAIMS ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE RELEASED PARTIES, INCLUDING (WITHOUT LIMITATION):

ALLEGED NEGLIGENT ASSESSMENT OR DESCRIPTION OF MATERIALS USED IN THE DISPLAYS; AND
ALLEGED NEGLIGENT ASSESSMENT OR DESCRIPTION OF THE DURABILITY, STABILITY, OR WEIGHT LIMITS OF THE DISPLAYS.

Vendor understands and intends that this assumption of risk, waiver, and release is binding upon Vendor and Vendor’s owners, officers, employees, contractors, successors, and assigns.

If any provision or portion of this Waiver is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

4. CALIFORNIA CIVIL CODE SECTION 1542 WAIVER

Vendor acknowledges that it has been advised regarding Section 1542 of the California Civil Code, which provides:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Vendor understands that Section 1542 allows a party to choose not to release claims that are unknown at the time of release.

HAVING BEEN SO ADVISED, VENDOR HEREBY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHTS DESCRIBED IN SECTION 1542 WITH RESPECT TO THE DISPLAY CLAIMS, AND AGREES THAT THIS WAIVER AND RELEASE EXPRESSLY APPLIES TO ALL DISPLAY CLAIMS, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT EXIST OR MAY IN THE FUTURE EXIST IN CONNECTION WITH THE DISPLAYS.

5. GOVERNING LAW AND DISPUTE RESOLUTION

This Waiver shall be governed by and construed in accordance with the internal laws of the State of California, without regard to its conflict-of-law rules.

If Vendor has entered into a Wholesale Vendor Agreement with Seraphic Skincare, then:

This Waiver is deemed incorporated into that Wholesale Vendor Agreement by reference; and
Any dispute, claim, or controversy arising out of or relating to this Waiver (including its interpretation, validity, or enforceability) shall be governed by the Governing Law and Arbitration and Class Action Waiver provisions of the Wholesale Vendor Agreement.

If Vendor has not entered into a Wholesale Vendor Agreement, then any dispute arising out of or relating to this Waiver shall be governed by, and resolved in accordance with, the Governing Law and Dispute Resolution/Arbitration provisions set forth in Seraphic Skincare’s then-current Website Terms of Use, as applicable.

6. ACKNOWLEDGEMENT AND AUTHORITY

By leasing, purchasing, or using any Displays, Vendor acknowledges and agrees that:

Vendor has read this Waiver carefully and understands its contents;
Vendor understands that this Waiver includes an assumption of risk, a release of claims (including claims based on alleged negligence), and a waiver of rights under California Civil Code Section 1542;
Vendor understands that it is giving up substantial legal rights on behalf of itself and its owners, officers, employees, and contractors; and
Vendor is agreeing to this Waiver freely and voluntarily in order to lease or purchase Displays from Seraphic Skincare and to use such Displays in connection with merchandising the Products.

VENDOR HEREBY WAIVES ALL RISKS DESCRIBED HEREIN, AND ALL RELATED RISKS, ARISING FROM OR RELATING TO THE LEASE, PURCHASE, USE, HANDLING, AND PRESENCE OF DISPLAYS, NOW AND IN THE FUTURE.

Seraphic Skincare