Standard Terms & Condition of Sale
Last Revised: July 10, 2026
By purchasing Swan USA LLC’s (“Swan”) Products, Services, Service Items, and/or Firmware (as defined hereinafter), you agree and acknowledge on your behalf that you are at least thirteen (13) years of age and that you have read, understand and agree to be bound by these Standard Terms & Conditions of Sale (“TOS”) and to comply with all applicable laws including, without limitation, all federal, state and local privacy, tax and tariff laws, regulations, and/or directives. If you do not agree to these ToS, then you do not have right to purchase, access, view, or otherwise use any of Products, Services, Service Items, and/or Firmware (as defined hereinafter) provided by Swan, and thereby, should not access them.
1. TERMS & CONDITIONS OF SALE. The goods that are the subject of a sale by Swan to the individual or entity that purchases goods or services from Swan (“Buyer”) are referred to as the "Product(s)," the services sold by Swan to Buyer are referred to as the "Services," and items of tangible property on which Swan performs Services are referred to as the "Service Items." All sales of Products or Services by Swan are governed by and subject to (a) Swan's quotation, order acknowledgement, or a separate written agreement signed by an authorized representative of Swan, as applicable, and (b) these ToS, whether or not they are specifically referenced in or incorporated by Swan's quotation, order acknowledgement, or the separate written and signed agreement. Any irreconcilable conflict between these ToS and any terms in Swan's quotation, order acknowledgement, or the separate written and signed agreement shall be resolved in favor of the quotation, order acknowledgement, or the separate written and signed agreement. Swan's acceptance of Buyer's purchase order or commencement of performance shall not constitute acceptance of any of Buyer's terms and conditions. TERMS ADDITIONAL TO OR DIFFERENT FROM THESE STANDARD TERMS AND CONDITIONS OF SALE, INCLUDING BUT NOT LIMITED TO TERMS CONTAINED IN BUYER'S PURCHASE ORDER OR BUYER'S STANDARD TERMS AND CONDITIONS OF PURCHASE, ARE DEEMED IMMATERIAL AND HEREBY REJECTED UNLESS OTHERWISE ACCEPTED BY SWAN IN WRITING.
2. ORDERS; ORDERS NON-CANCELABLE. Swan seeks to process all orders within 1-3 business days (excluding weekends and holidays) after receiving Buyer’s order confirmation email. Buyer will receive an acknowledgement email with specific order shipping details from Swan’s Sales Department ([email protected]) once processed. Due to the limited nature, only guaranteed, non-cancelable orders will be accepted (in writing) by Swan for the Products and/or Services available on a pre-order basis.
3. BUYER'S ASSENT TO THESE ToS. Buyer's assent to these ToS shall be conclusively presumed from the earliest of Buyer's: (a) receipt of Swan's order acknowledgment without written objection sent to Swan within five (5) business days after receipt of the order acknowledgement; (b) instructing Swan to begin work or ship any of the Products or Service Items after receipt of Swan's order acknowledgement; (c) acceptance of or payment for all or any part of the Products or Services; (d) receipt by Swan of Buyer’s order confirmation email; or (e) taking any other action evidencing Buyer's acceptance of the benefits of the agreement for purchase of Products, and/or Services between the parties. Swan may commence performance in reliance upon Buyer's acceptance of these ToS, and Swan will not be obligated to fulfill an order or request for the Products or Services unless Swan affirmatively acknowledges the order. A pre-order does not guarantee immediate delivery upon the official release date or at any specific time thereafter. Swan will make commercially reasonable efforts to fulfill the pre-orders. However, if fewer units are received than anticipated, orders will be fulfilled on a first-come, first-served basis. If fulfillment of a pre-order is not possible, Swan will notify the Buyer in writing and provide the applicable refund. BUYER AND SWAN AGREE THAT THESE TOS ARE ACCEPTED IN GOOD FAITH BY BOTH PARTIES AS THE CONTROLLING AND FINAL TERMS AND CONDITIONS.
4. ENTIRE AGREEMENT. Except as otherwise agreed to by Swan in writing, the terms and conditions set forth herein, together with Swan's quotation, order acknowledgement, or a separate written and signed agreement, as applicable, shall constitute the complete and final agreement between Swan and Buyer (hereinafter, this "Agreement"), superseding completely any prior oral or written communications. No modification of this Agreement or waiver of any of its terms will be binding on Swan unless clearly expressed in writing and signed by an authorized representative of Swan. This paragraph excludes, among other things, purported modifications and waivers by oral agreement, course of performance, and usage of trade. Swan and Buyer expressly agree that Swan may modify these ToS from time to time, and such modifications shall be binding upon Buyer.
5. PURCHASE PRICE. The purchase price of the Products or Services shall be as stated in Swan's quotation, order acknowledgement, or separate written agreement signed by an authorized representative of Swan, as applicable. Shipping rates will be calculated and displayed at checkout. Prices quoted are in U.S. dollars ($USD). Swan reserves the right to change availability and pricing as necessary. Unless agreed by Swan in writing, the purchase price does not include shipment costs whether national or international. If the Products or Service Items are shipped freight prepaid, the charge for freight shall be added to the invoice. Prices are based on and assume Buyer's compliance with all of the terms and conditions of this Agreement. Swan may adjust prices, in its sole discretion, if the circumstances do not coincide with the forgoing assumptions. In addition, Swan may at any time adjust prices based on, among others, changes to energy costs, raw material costs, labor costs, tariffs, duties, and exchange rates.
6. PAYMENT TERMS. Payment is due in full and in advance at the time of order (by credit card) unless expressly agreed in writing by Swan. If Swan agrees to invoicing, interest will accrue on invoices unpaid after the due date at the annual rate of 18% or the maximum legal rate permitted under law, whichever is less. Buyer shall make all payments hereunder in U.S. dollars by credit card, Stripe, PayPal, Shopify or any other payment processor authorized by Swan. Swan shall be entitled to suspend the delivery of any Products, Service Items, Firmware and/or provision of any Services until full payment for all outstanding invoices is received by Swan.
7. PROCESSING CHARGES. Buyer is responsible for all charges incurred in processing any order including, among others, tooling, labor and materials. Swan reserves the right to modify and/or alter Products and Service Items to meet Buyer’s specifications and requirements.
8. RETURNS; NON-RETURNABLE PRODUCTS AND SERVICE ITEMS. Swan allows for the return of unopened and unused Swan beauty mirror up to thirty (30) days after order delivery. Restrictions apply. Please contact Swan at [email protected] to evaluate any return requests. Acceptance of returns and refunds shall be granted at the sole discretion of Swan. All returns of Products sold through the SWAN platform (including, without limitation, the SWAN marketplace) that are provided by businesses not owned or operated by Swan may only be returned by Buyer in accordance to return policies made available to Buyer by the applicable business. Swan is not responsible in any way for monitoring, facilitating, or assisting with such returns between Buyer and the third-party businesses, and all matters related thereto shall be solely between Buyer and the applicable third-party business.
9. TAXES. Prices do not include any taxes or other assessments. All taxes, duties, tariffs, fees, assessments or other charges of any kind imposed by any international, federal, state, municipal or other governmental authority which Swan is required to collect or pay with respect to the provision, production, sale or shipment of the Products or Services shall be the responsibility of Buyer. Buyer agrees to pay all such taxes and charges and further agrees to reimburse Swan for any such payments made by Swan.
10. FAILURE OF PAYMENT. If Buyer fails to make payment in full or in part when due or refuses to pay any applicable price increases or surcharges, Swan shall have the right to: (a) immediately suspend performance and cancel the entire order associated with such failed payment; (b) declare all unpaid amounts for the Products, Services and/or Service Items delivered immediately due and payable, and (c) withhold further deliveries. If Swan elects to proceed with an order after the suspension of performance, Swan shall have an extension of time for performance as is necessitated by the suspension. Swan shall have the right to enforce payment of the full purchase price, including any price increase or surcharge, for Products, Services and/or Service Items already delivered, in use or in process. Buyer shall reimburse Swan for all costs of collection, including reasonable attorney's fees, incurred as a result of Buyer's failure to make payments when due.
11. SETOFF. Swan shall have the right to credit toward the payment of any monies that may become due by Buyer hereunder any amounts which may now or hereafter be owed to Swan or any of its subsidiaries or affiliates. Buyer shall pay Swan's invoices without discount, setoff or reduction for any reason, including asserted warranty claims or other claims of non-performance by Swan.
12. ACCORD AND SATISFACTION. Checks (to the extent applicable) or payments, whether full or partial, received from or for the account of Buyer, regardless of writings, legends or notations upon such checks or payments, or regardless of other writings, statements or documents, shall be applied by Swan against the amount owing by Buyer with full reservation of all of Swan's rights and without an accord and satisfaction of Buyer's liability.
13. DELIVERY. Delivery dates are approximate. The failure to meet an indicated delivery date will not constitute a breach of this Agreement by Swan. In no event shall Swan be liable for any claims for delays, loss, or damage in transit, and for labor or for any direct, indirect, special, incidental, or consequential damages including, but not limited to, demurrage charges, cost of shipment, downtime, lost profits (whether direct or indirect), lost sales, or any other damages resulting from delay, loss or damage associated with Swan’s delivery. If Swan's production or delivery is delayed, Swan may allocate production and delivery among its customers in a manner it deems reasonable. Swan reserves the right to change or re-designate any Product source listed in this Agreement. If Swan is unable to deliver the Products and/or Service Item, as applicable, to the Buyer because Buyer has not provided appropriate instructions, documents, licenses and/or authorizations: (i) risk of loss shall pass to Buyer; (ii) the Products and/or Service Item shall be deemed to have been delivered. ACCEPTANCE OF THE PRODUCTS OR SERVICE ITEMS BY BUYER UPON DELIVERY SHALL CONSTITUTE A WAIVER BY BUYER OF ANY CLAIM FOR DAMAGES ON ACCOUNT OF DELAY, LOSS OR DAMAGE ASSOCIATED WITH SWAN’S DELIVERY OR PERFORMANCE.
14. SHIPMENT AND RISK OF LOSS. Unless otherwise agreed to in writing, Swan may, in its sole discretion, select the shipping method, the carrier and the applicable freight charges. Buyer shall indemnify and hold harmless Swan from and against any claims, damages or liabilities suffered by Swan resulting from any acts or omissions of carrier. Title to the Products and risk of loss to the Products and Service Items shall pass to the Buyer at the point of shipment from Swan’s designated facility, whether freight prepaid or freight collect to destination, regardless of which party selects the carrier and arranges the freight charges or particulars of shipment. Risk of loss for damage or delay in transit shall be borne by Buyer. Buyer shall file and pursue any claims directly with the carrier related to loss, damage or delay in transit, and Buyer shall not assert such claims against Swan or deduct from amounts owing to Swan.
15. SPECIFICATIONS. The material specifications, quality requirements, or any other aspect of the Products and the Service Items or their manufacture ("Product Specifications") is controlled by Swan's quotation, order acknowledgement, or separate written and signed agreement. If any of the Product Specifications in Swan's quotation, order acknowledgement, or separate written and signed agreement differ materially from the Product Specifications requested by Buyer, Swan may, in its sole discretion, require that Buyer provide a written acknowledgment and acceptance of the Product Specifications in Swan's quotation, order acknowledgement, or separate written and signed agreement prior to the manufacture or delivery of the Products or Service Items. Buyer is not entitled, without Swan's prior written consent, which may be granted or withheld in Swan's sole discretion, to make any changes to Product Specifications in Swan's quotation, order acknowledgement, or separate written and signed agreement. If Swan consents to the change, Swan may condition its consent on Buyer's agreement to price adjustments and other compensating payments satisfactory to Swan. In addition to all other remedies available to it under applicable law, Swan may refuse to comply with any change to which Swan has not given its prior written consent.
16. SOFTWARE LICENSES.
a. Swan and its third party suppliers own and retain all rights (including all intellectual property rights), title and interest in and to any software, applications, computer programs and/or data structures embedded or running on a Product or Service Item to enable its basic operation and updates, upgrades and documentation related thereto provided by or made available by Swan (or any third party licensors) (collectively, “Firmware”) to Buyer, whether embedded in the Products or Service Items or otherwise. Third party suppliers may protect their rights in the Firmware and any other software in the event of any violation of applicable license terms. Third party suppliers may also make their Firmware available subject to separate terms and conditions. Firmware and any other software provided by Swan to Buyer is licensed, not sold, and as between Buyer and Swan, Swan (or its applicable licensors, if any) retains full and complete ownership of all Firmware or software licensed hereunder, and any copies thereof, in whole or in part, including all intellectual property rights (and all derivatives, enhancements or modifications thereof, including, without limitation, feedback provided to Swan, as they relate to the Products and Service Items, whether made or created by Swan, its third party suppliers or Buyer) related to any of the foregoing. Upon payment of all amounts due, Swan grants Buyer a revocable, non-transferable, non-sublicensable, non-perpetual, non-exclusive limited license to use the Firmware or any other software provided by Swan for use of the Products and Service Items, solely: (A) in accordance with the documentation provided therewith; (B) in accordance with: (i) these ToS, (ii) Swan’s Terms of Use, (iii) Swan’s Privacy Policy; and as applicable, (iv) Premium Service Terms; (C) as incorporated and embedded into, or as necessary to use Products and Service Items (and not for use on a standalone basis or independent of Products and/or Service Items purchased hereunder); and (D) for Buyer’s personal, non-commercial, purposes. Documentation (including any electronic documentation) provided with or for Firmware or any other software may include license terms provided by Swan and Swan’s third party suppliers (including, without limitation, open source licensors), which will apply to the use of Firmware or any other software.
b. Buyer shall not re-sell, distribute or disclose the Firmware or any other portion of the Product, Services, or Service Items including the contents therein such as the software, nor permit any third party to re-sell, distribute or disclose the same. The sale of any Products and/or Service Items to Buyer shall not in any way confer upon Buyer, or upon anyone claiming under Buyer, any license (expressly, by implication, by estoppel or otherwise) under any patent or any other intellectual property claim of Swan or others covering or relating to any combination, machine or process in which a Product or Service Item is, or might be, used, or to any process or method of making a Product or Service Item. Except and only to the extent as expressly permitted herein, or required by applicable law, Buyer shall not and shall not permit any third party to: (i) reproduce any or all portions of the Product, Services, Service Items, Firmware or any other software associated therewith; (ii) modify, incorporate into or with other software, or create a derivative work of any part of the Firmware or any other software; (iii) reverse engineer or disassemble any Product, Service Item, Firmware or other software or decompile, disassemble, or otherwise attempt to derive the source code of the Firmware or any other software; (iv) distribute, sublicense, lease, rent, loan or otherwise transfer Product, Services, Service Items, Firmware or any other software associated therewith to any third party; or (v) remove Firmware or any other software from any Product or Service Item from which the Firmware or other software was incorporated or embedded.
c. Buyer’s licenses and rights under this Agreement will terminate upon Buyer’s breach of the terms contemplated in these ToS including the license terms. Buyer must destroy all copies of any Firmware or, as applicable, other software immediately upon termination and, if requested, provide a certificate of destruction to Swan.
d. Buyer will not remove any copyright notices, proprietary markings, trademarks or trade names from any Product or Service Item. All copies of Firmware or other software (including any derivative works, enhancements, modifications or other changes) shall be and remain the sole and exclusive property of Swan or, if applicable, Swan’s licensor.
e. Except as expressly set forth herein, nothing in this Agreement is to be construed as a grant or assignment of any license or other right to Buyer of any of Swan's or its affiliates' intellectual property rights, whether patent, trademark, trade secret, copyright or otherwise. All improvements and developments related to the Products, Firmware, and Service Items, or the efforts of Swan and Buyer will be owned exclusively by Swan, and Buyer shall reasonably cooperate with Swan in confirming that result.
17. THIRD-PARTY MERCHANTS. Swan may resell or enable you to order and receive products, information and services from businesses that are not owned or operated by Swan. The service, repair, warranty, guarantee, maintenance, and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such businesses are solely between Buyer and such businesses. Swan does not endorse, warrant, or guarantee such products, information, or services. Swan is not responsible in any way for monitoring any transaction between Buyer and third-party providers of third-party products, services, or information, or for ensuring the confidentiality of Buyer’s transactions, whether or not linked to, purchased from, or accessible via, Swan’s platform, website(s), mobile application(s), products or services.
Swan may participate in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for Swan to earn fees by linking to Amazon.com and affiliated sites.
18. U.S. GOVERNMENT RESTRICTED RIGHTS: The Software is provided with RESTRICTED RIGHTS. The Software is provided with restricted rights. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in this Agreement and at DFARs 227.7202-1(a) and 227.7202-3(a) (2016), 252.227-7014(b)(3) (FEB 2014), FAR 12.212(a) (1995), FAR 52.227-19 (2007), or FAR 52.227-14 (ALT III), as applicable. Manufacturer is Swan USA LLC, 55 W. Maple Road, Birmingham, MI 48009. If software or technical data is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the U.S. Government’s rights in the applicable software, technical data and accompanying documentation shall be only the customary commercial licenses provided to end user Buyers as set forth in these Terms.
19. LIMITED EXPRESS WARRANTY: Swan warrants its Swan beauty mirror against defects in workmanship and materials for 1 year from the date of sale by Swan. This warranty is void if the Product is misused, tampered with or used in a manner that is not in accordance with Swan's written documentation, recommendations and/or instructions. Swan is not liable for indirect, incidental, consequential or other damages including, but not limited to, loss, damage, personal injury, or any other expense directly or indirectly arising from the user or inability to use Products, Firmware, Services or Service Items either separately or in combination with other products or services. SWAN MAKES NO WARRANTIES REGARDING ANY THIRD PARTY PRODUCTS OR ITEMS PURCHASED FROM THIRD-PARTY MERCHANTS THROUGH THE SWAN PLATFORM. ALL THIRD PARTY PRODUCTS ARE OFFERED AND SOLD “AS IS” WITHOUT ANY WARRANTY FROM SWAN. THIRD PARTY MANUFACTURER’S WARRANTIES MAY APPLY TO THIRD PARTY PRODUCTS. ALL OTHER WARRANTIES EXPRESSED OR IMPLIED WHETHER ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. AT SWAN’S DISCRETION, BUYER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE CONFORMANCE OF ANY SWAN PRODUCTS, SERVICE ITEMS, OR THE FIRMWARE OR SERVICES ASSOCIATED THEREWITH FURNISHED BY SWAN UNDER THIS AGREEMENT SHALL BE LIMITED TO EITHER: (1) REPLACEMENT OF SUCH SWAN PRODUCTS, SERVICE ITEMS, FIRMWARE AT THE POINT OF SHIPMENT FROM SWAN’S FACILITY OR RE-FURNISHING OF THE SERVICES ASSOCIATED THEREWITH, OR (2) REFUND OF OR CREDIT AGAINST THE PURCHASE PRICE OF SUCH SWAN PRODUCTS, SERVICE ITEMS, FIRMWARE OR SERVICES UPON AUTHORIZED RETURN THEREOF. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO BUYER. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, THEY WILL BE LIMITED TO THE DURATION OF THE LIMITED WARRANTY ABOVE. THIS LIMITED WARRANTY GRANTS BUYER SPECIFIC RIGHTS AND BUYER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
20. TECHNICAL ADVICE; ACCOUNT ACCESS. Swan assumes no obligation or liability for any technical advice furnished to Buyer, including without limitation technical advice with respect to the use of the Swan beauty mirror, all such technical advice being given and accepted at Buyer's risk. Swan will not be liable for any damages of any kind arising out of or relating to the use of or the inability to use the information provided, including but not limited to any special, indirect, incidental or consequential damages including, without limitation, demurrage charges, cost of shipment, downtime, lost profits (whether direct or indirect), or lost sales, whether foreseeable or not, and even if Swan has been advised of the possibility of damages. Furthermore, disconnecting the Swan beauty mirror from a power source does not automatically end your session or log you out of your account. If you are transferring, lending, selling and/or sharing (collectively, a “Transfer”) a Swan beauty mirror, please be sure to manually log out of your account before such Transfer or prior to disconnecting the Swan beauty mirror from the applicable power source to protect your data including personal data associated with your account. Swan assumes no obligation or liability for any data security breach, account compromise, and/or data loss resulting from your failure, acts or omissions related to this Section 20.
21. CONFIDENTIALITY. Any non-public commercial information provided by Swan to Buyer is proprietary to Swan and shall be held in confidence by Buyer, all of which shall used by Buyer only in connection with this sale, and shall not be used for any other purposes or disclosed to third parties without Swan's prior written consent. Buyer shall be liable for any loss to Swan or commercial gain by others from unauthorized use of confidential information occasioned by Buyer's failure to comply with this provision.
22. LIMITATION OF LIABILITY. SWAN'S LIABILITY, WHETHER IN CONTRACT, IN TORT, UNDER WARRANTY, IN NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS, SERVICE ITEMS OR SERVICES FROM WHICH SUCH LIABILTY ARISES, AND UNDER NO CIRCUMSTANCES SHALL SWAN BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, DEMURRAGE CHARGES, COSTS OF SHIPMENT, DOWNTIME, LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOST SALES, DAMAGE TO EQUIPMENT, OR CLAIMS OF BUYER'S AFFILIATES INCLUDING CUSTOMERS (AS APPLICABLE) OR OTHER THIRD PARTIES FOR DAMAGES OR PENALTIES, WHETHER OR NOT BUYER IS LEGALLY OBLIGATED TO PAY THEM. SWAN'S LIABILITY HEREUNDER SHALL BE LIMITED TO EITHER: (a) THE OBLIGATION TO (i) REPAIR OR REPLACE, AT SWAN'S SOLE DISCRETION, ONLY THOSE PORTIONS OF THE PRODUCTS, FIRMWARE OR SERVICE ITEMS, OR (ii) RE-FURNISH ONLY THOSE PORTIONS THE SERVICES, PROVEN TO HAVE FAILED TO MEET IN MATERIAL RESPECT THE SPECIFICATIONS (WHICH SHALL BE DETERMINED IN SWAN’S SOLE DISCRETION), ON SWAN'S QUOTATION, ORDER ACKNOWLEDGEMENT, OR SEPARATE WRITTEN AND SIGNED AGREEMENT AT THE TIME OF SHIPMENT FROM SWAN'S FACILITY, OR (b) REPAYMENT OF OR CREDIT AGAINST THE PURCHASE PRICE OF THE ASSOCIATED PRODUCTS, SERVICE ITEM, FIRMWARE OR SERVICES. SWAN AND BUYER EXPRESSLY AGREE TO THIS ALLOCATION OF RISK AND THE PRICE STATED FOR THE PRODUCTS, SERVICE ITEM, FIRMWARE OR SERVICES, AS APPLICABLE, IS CONSIDERATION FOR THE LIMITATION ON SWAN'S LIABILITY. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXCLUSIVE REMEDY DESCRIBED IN THIS SECTION FAILS ITS ESSENTIAL PURPOSE. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, or have legislation which restricts the limitation or exclusion of liability, so the above limitation may not apply to Buyer. IF BUYER IS IN CALIFORNIA, BUYER ACKNOWLEDGES THAT BUYER HAS READ AND UNDERSTANDS AND HEREBY EXPRESSLY AND KNOWINGLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” BUYER ACKNOWLEDGES THAT BUYER HAS READ AND UNDERSTANDS AND HEREBY EXPRESSLY AND KNOWINGLY WAIVES THE BENEFITS OF ANY LAW OF ANY STATE, COUNTRY OR TERRITORY SIMILAR TO THAT OF CALIFORNIA CIVIL CODE §1542.
23. INDEMNIFICATION. Buyer agrees to indemnify, defend and hold harmless Swan and its parent, subsidiaries and affiliates (including, without limitation, SWAN Beauty Tech GmbH), and each of their respective directors, officers, employees, agents, successors and assigns from and against any and all damages, losses, expenses, costs (including without limitation reasonable attorney's and accountant's fees), claims, suits, actions, judgments or other liability asserted against or incurred by any of them arising out of (a) Buyer's breach of its obligations hereunder including, but not limited to, the Terms of Use, Privacy Policy, and Premium Service Terms, (b) Buyer's negligence or misconduct, or (c) Buyer's inappropriate use, misuse or misapplication of the Products, Services, Firmware and/or Service Items, or damage to the Products, Firmware and/or Service Items caused by Buyer or its affiliates, including but not limited to, employees, agents or customers.
24. FORCE MAJEURE. Swan shall not be responsible for non-performance, cancellation or delay in delivery or performance resulting, in whole or in part, from causes beyond its reasonable control, including, but not limited to: acts of God; acts of Buyer; strikes or other labor disturbances regardless of whether or not Swan is capable of settling such strike or disturbance; supplier or facility conditions; temporary or permanent facility closures; equipment failure; inability to obtain fuel, material, or parts; war; acts of terrorism; sabotage; riot; delays in transportation; repairs to equipment; natural disasters; epidemics; floods; fires; action of governmental authorities (valid or invalid); severe weather conditions; accidents; explosions; failure of or inability to obtain power, raw materials, suppliers, labor, equipment or transportation; tariff increases or decreases; a court or administrative injunction or order; or any other contingency the non-occurrence of which was a basic assumption on which this Agreement was made.
25. GOVERNING LAW; FORUM SELECTION. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Michigan, without regard to conflict of laws principles. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT. Buyer, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and federal courts having authority over the territory of Oakland County, Michigan, U.S.A. for any litigation which may arise out of or be related to this Agreement or the purchase or use of the Products, Service Items, Firmware and/or Services. Any action brought in any such court may not be transferred or removed to any other court. Buyer waives any objection based upon forum non-conveniens or any objection to venue of any such action. The parties have required that these ToS and all documents related to these ToS be drawn up in English. As to any ambiguities resulting from translation from English to any other language, provisions in the English language shall be controlling in all respects.
26. STATUTE OF LIMITATIONS. BUYER AND SWAN AGREE THAT, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT OR THE SALE OF THE PRODUCTS, FIRMWARE, SERVICE ITEM, OR SERVICES MUST BE BROUGHT WITHIN ONE YEAR AFTER THE DATE ON WHICH THE PRODUCTS OR SERVICE ITEMS IN QUESTION WERE DELIVERED TO BUYER OR THE DATE ON WHICH THE EVENT GIVING RISE TO THE ACTION OCCURRED, WHICHEVER IS EARLIER.
27. NONWAIVER. The failure of Swan to enforce any of the provisions of this Agreement shall not be construed as a waiver of Swan's right to enforce each and every provision hereof. Swan reserves the right to enforce this Agreement at any time and none shall be deemed waived unless such waiver is in writing signed by an authorized representative of Swan. Swan's rights and remedies set forth in this Agreement are in addition to all legal and equitable rights and remedies available to Swan.
28. ASSIGNMENT OR DELEGATION. Buyer shall not assign or delegate any or all of its rights or obligations under this Agreement without the prior written consent of Swan, and any attempt to do so will be ineffective.
29. NO THIRD PARTY RIGHTS. This Agreement is for the sole and exclusive benefit of the parties hereto and their permitted successors and assigns. Nothing expressed or referred to in this Agreement will be construed to give any other person any legal or equitable right, remedy or claim under or with respect this Agreement.
30. INDEPENDENT PARTIES. Swan and Buyer are independent parties and nothing in this Agreement shall make either party an agent, partner, joint venturer, or legal representative of the other.
31. HEADINGS. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
32. SEVERABILITY. If any provision or part of a provision of this Agreement is declared invalid, illegal, or unenforceable under applicable law, the affected provision will be considered omitted or modified to conform to applicable law. The validity, legality, and enforceability of all other remaining provisions or parts of provisions will remain in full force and effect.
33. INTERNATIONAL TRADE. Swan makes no representation with respect to the country of origin, qualification for duty preference or similar program, specific Harmonized Tariff Schedule Number, export jurisdiction, Export Control Classification Number, or export authority of any good. Buyer represents that it is not, and to the best of Buyer's knowledge, its affiliates including, but not limited to, as applicable, customers, its customers' end-users and its agents are not, subject to any U.S. or other government sanction or restriction that would prohibit the sale, import and/or export by Swan of the Products, Firmware and/or Services. Buyer shall comply strictly with all applicable U.S. import and export laws and regulations, and Buyer shall assist Swan in complying and documenting compliance with any applicable U.S. import and export laws, regulations and executive orders as requested by Swan. Regardless of any statements on Buyer's purchase order or other documents to the contrary, Swan shall not be the importer of record (as that term is defined by U.S. law at 19 USC 1484, or equivalent provision of non-U.S. law) with respect to a transaction governed by this Agreement, unless otherwise agreed in writing by an authorized representative of Swan.