192-3008 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

COMMISSIONERS: Joseph J. Simons, Chairman 

Noah Joshua Phillips 

Rohit Chopra 

Rebecca Kelly Slaughter 

Christine S. Wilson 

In the Matter of 

SUNDAY RILEY MODERN SKINCARE, LLC,

 a limited liability company, and DECISION AND ORDER 

SUNDAY RILEY, 

individually and as an officer of DOCKET NO. C-4729 

SUNDAY RILEY MODERN SKINCARE, LLC. 

DECISION 

The Federal Trade Commission (“Commission”) initiated an investigation of certain acts and 

practices of the Respondents named in the caption. The Commission’s Bureau of Consumer 

Protection (“BCP”) prepared and furnished to Respondents a draft Complaint. BCP proposed to 

present the draft Complaint to the Commission for its consideration. If issued by the 

Commission, the draft Complaint would charge the Respondents with violations of the Federal 

Trade Commission Act. 

Respondents and BCP thereafter executed an Agreement Containing Consent Order 

(“Consent Agreement”). The Consent Agreement includes: 1) statements by Respondents that 

they neither admit nor deny any of the allegations in the Complaint, except as specifically stated 

in this Decision and Order, and that only for purposes of this action, they admit the facts 

necessary to establish jurisdiction; and 2) waivers and other provisions as required by the 

Commission’s Rules. 

The Commission considered the matter and determined that it had reason to believe that 

Respondents have violated the Federal Trade Commission Act, and that a Complaint should 

issue stating its charges in that respect. The Commission accepted the executed Consent 

Agreement and placed it on the public record for a period of 30 days for the receipt and 

consideration of public comments. The Commission duly considered any comments received 

from interested persons pursuant to Section 2.34 of its Rules, 16 C.F.R. § 2.34. Now, in further 

1 
 

 

 

 

conformity with the procedure prescribed in Rule 2.34, the Commission issues its Complaint, 

makes the following Findings, and issues the following Order: 

Findings 

1. The Respondents are: 

a. Respondent Sunday Riley Modern Skincare, LLC, a Texas limited liability company 

with its principal office or place of business at 4444 Westheimer Road, Suite G305, 

Houston, Texas 77027-4455. 

b. Respondent Sunday Riley, an officer of Corporate Respondent, Sunday Riley Modern 

Skincare, LLC. Individually or in concert with others, she formulates, directs, or 

controls the policies, acts, or practices of Sunday Riley Modern Skincare, LLC. Her 

principal office or place of business is the same as that of Sunday Riley Modern 

Skincare, LLC. 

2. The Commission has jurisdiction over the subject matter of this proceeding and over the 

Respondents, and the proceeding is in the public interest. 

ORDER 

Definitions 

For purposes of this Order, the following definitions apply: 

A. “Clearly and Conspicuously” means that a required disclosure is difficult to miss (i.e., 

easily noticeable) and easily understandable by ordinary consumers, including in all of 

the following ways: 

1. In any communication that is solely visual or solely audible, the disclosure must be 

made through the same means through which the communication is presented. In any 

communication made through both visual and audible means, such as a television 

advertisement, the disclosure must be presented simultaneously in both the visual and 

audible portions of the communication even if the representation requiring the 

disclosure (“triggering representation”) is made through only one means. 

2. A visual disclosure, by its size, contrast, location, the length of time it appears, and 

other characteristics, must stand out from any accompanying text or other visual 

elements so that it is easily noticed, read, and understood. 

3. An audible disclosure, including by telephone or streaming video, must be delivered 

in a volume, speed, and cadence sufficient for ordinary consumers to easily hear and 

understand it. 

2 
 

 

 

 

 

 

 

4. In any communication using an interactive electronic medium, such as the Internet or 

software, the disclosure must be unavoidable. 

5. The disclosure must use diction and syntax understandable to ordinary consumers and 

must appear in each language in which the triggering representation appears. 

6. The disclosure must comply with these requirements in each medium through which 

it is received, including all electronic devices and face-to-face communications. 

7. The disclosure must not be contradicted or mitigated by, or inconsistent with, 

anything else in the communication. 

8. When the representation or sales practice targets a specific audience, such as children, 

the elderly, or the terminally ill, “ordinary consumers” includes reasonable members 

of that group. 

B. “Close Proximity” means that the disclosure is very near the triggering representation. 

For example, a disclosure made through a hyperlink, pop-up, interstitial, or other similar 

technique is not in close proximity to the triggering representation. 

C. “Respondents” means the Corporate Respondent and the Individual Respondent, 

individually, collectively, or in any combination. 

1. “Corporate Respondent” means Sunday Riley Modern Skincare, LLC, a limited 

liability company, and its successors and assigns. 

2. “Individual Respondent” means Sunday Riley. 

D. “Unexpected Material Connection” means any relationship that might materially affect the 

weight or credibility of a testimonial or endorsement and that would not reasonably be 

expected by consumers. 

Provisions 

I. Prohibited Representations Regarding Endorsements 

IT IS ORDERED that Respondents, and Respondents’ officers, agents, employees, and 

attorneys, and all other persons in active concert or participation with any of them, who receive 

actual notice of this Order, whether acting directly or indirectly, in connection with the 

advertising, promotion, offering for sale, or sale of any product must not make any 

misrepresentation, expressly or by implication, about the status of any endorser or person providing 

a review of the product, including a misrepresentation that the endorser or reviewer is an independent 

or ordinary user of the product. 

3 
 

 

 

 

 

II. Required Disclosure of Material Connections 

IT IS FURTHER ORDERED that Respondents, and Respondents’ officers, agents, 

employees, and attorneys, and all other persons in active concert or participation with any of 

them, who receive actual notice of this Order, whether acting directly or indirectly, in connection 

with the advertising, promotion, offering for sale, or sale of any product must not make any 

representation, expressly or by implication, about any consumer or other endorser of such 

product without disclosing, Clearly and Conspicuously, and in Close Proximity to that 

representation, any Unexpected Material Connection between such endorser and (1) any 

Respondent; or (2) any other individual or entity affiliated with the product. 

III. Notification of Disclosure Responsibilities 

IT IS FURTHER ORDERED that Respondents provide each employee, agent, and 

representative with a clear statement of his or her responsibilities to disclose clearly and 

conspicuously and in close proximity to any endorsement in any online review, social media 

posting, or other communication endorsing any Respondent’s product, the employee’s, agent’s, 

or representative’s connection to the product, and obtaining from each such recipient a signed 

and dated statement acknowledging receipt of that statement and expressly agreeing to comply 

with it. Delivery and acknowledgement must occur within 10 days after the effective date of this 

Order for current employees, agents, and representatives. For all others, delivery and 

acknowledgement must occur before they assume their responsibilities. 

IV. Acknowledgments of the Order 

IT IS FURTHER ORDERED that Respondents obtain acknowledgments of receipt of this 

Order: 

A. Each Respondent, within 10 days after the effective date of this Order, must submit to the 

Commission an acknowledgment of receipt of this Order sworn under penalty of perjury. 

B. Individual Respondent, for any business that such Respondent, individually or 

collectively with any other Respondent, is the majority owner or controls directly or 

indirectly, and Corporate Respondent must deliver a copy of this Order to: (1) all 

principals, officers, directors, and LLC managers and members; (2) all employees having 

managerial responsibilities for conduct related to the subject matter of the Order and all 

agents and representatives who participate in conduct related to the subject matter of the 

Order; and (3) any business entity resulting from any change in structure as set forth in 

the Provision titled Compliance Reports and Notices. Delivery must occur within 10 

days after the effective date of this Order for current personnel. For all others, delivery 

must occur before they assume their responsibilities. 

4 
 

 

 

 

 

 

C. From each individual or entity to which a Respondent delivered a copy of this Order, that 

Respondent must obtain, within 30 days, a signed and dated acknowledgment of receipt 

of this Order. 

V. Compliance Reports and Notices 

IT IS FURTHER ORDERED that Respondents make timely submissions to the 

Commission: 

A. One year after the issuance date of this Order, each Respondent must submit a 

compliance report, sworn under penalty of perjury, in which: 

1. Each Respondent must: (a) identify the primary physical, postal, and email address 

and telephone number, as designated points of contact, which representatives of the 

Commission may use to communicate with Respondent; (b) identify all of that 

Respondent’s businesses by all of their names, telephone numbers, and physical, 

postal, email, and Internet addresses; (c) describe the activities of each business, 

including the goods and services offered, the means of advertising, marketing, and 

sales, and the involvement of any other Respondent (which Individual Respondents 

must describe if they know or should know due to their own involvement); (d) 

describe in detail whether and how that Respondent is in compliance with each 

Provision of this Order, including a discussion of all of the changes the Respondent 

made to comply with the Order; and (e) provide a copy of each Acknowledgment of 

the Order obtained pursuant to this Order, unless previously submitted to the 

Commission. 

2. Additionally, Individual Respondent must: (a) identify all her telephone numbers and 

all her physical, postal, email and Internet addresses, including all residences; (b) 

identify all her business activities, including any business for which such Respondent 

performs services whether as an employee or otherwise and any entity in which such 

Respondent has any ownership interest; and (c) describe in detail such Respondent’s 

involvement in each such business activity, including title, role, responsibilities, 

participation, authority, control, and any ownership. 

B. Each Respondent must submit a compliance notice, sworn under penalty of perjury, 

within 14 days of any change in the following: 

1. Each Respondent must submit notice of any change in: (a) any designated point of 

contact; or (b) the structure of any Corporate Respondent or any entity that 

Respondent has any ownership interest in or controls directly or indirectly that may 

affect compliance obligations arising under this Order, including: creation, merger, 

sale, or dissolution of the entity or any subsidiary, parent, or affiliate that engages in 

any acts or practices subject to this Order. 

2. Additionally, Individual Respondent must submit notice of any change in: (a) name, 

5 
 

 

 

 

 

 

 

 

including alias or fictitious name, or residence address; or (b) title or role in any 

business activity, including (i) any business for which such Respondent performs 

services whether as an employee or otherwise and (ii) any entity in which such 

Respondent has any ownership interest and over which such Respondent has direct or 

indirect control. For each such business activity, also identify its name, physical 

address, and any Internet address. 

C. Each Respondent must submit notice of the filing of any bankruptcy petition, insolvency 

proceeding, or similar proceeding by or against such Respondent within 14 days of its 

filing. 

D. Any submission to the Commission required by this Order to be sworn under penalty of 

perjury must be true and accurate and comply with 28 U.S.C. § 1746, such as by 

concluding: “I declare under penalty of perjury under the laws of the United States of 

America that the foregoing is true and correct. Executed on: _____” and supplying the 

date, signatory’s full name, title (if applicable), and signature. 

E. Unless otherwise directed by a Commission representative in writing, all submissions to 

the Commission pursuant to this Order must be emailed to DEbrief@ftc.gov or sent by 

overnight courier (not the U.S. Postal Service) to: Associate Director for Enforcement, 

Bureau of Consumer Protection, Federal Trade Commission, 600 Pennsylvania Avenue 

NW, Washington, D.C. 20580. The subject line must begin: In re Sunday Riley Modern 

Skincare, LLC. 

VI. Recordkeeping 

IT IS FURTHER ORDERED that Respondents must create certain records for 20 years 

after the issuance date of the Order, and retain each such record for 5 years, unless otherwise 

specified below. Specifically, Corporate Respondent and Individual Respondent, for any 

business that such Respondent, individually or collectively with any other Respondent, is a 

majority owner or controls directly or indirectly, must create and retain the following records: 

A. accounting records showing the revenues from all goods or services sold, the costs 

incurred in generating those revenues, and resulting net profit or loss; 

B. personnel records showing, for each person providing services in relation to any aspect of 

the Order, whether as an employee or otherwise, that person’s: name; addresses; 

telephone numbers; job title or position; dates of service; and (if applicable) the reason 

for termination; 

C. copies or records of all consumer or other complaints relating to the independence or 

veracity of any product reviewer or endorser or the disclosure of Unexpected Material 

Connections by any endorser, whether received directly or indirectly, such as through a 

third party, and any response; 

6 
 

 

 

 

 

E. all records necessary to demonstrate full compliance with each provision of this Order, 

including all submissions to the Commission; 

F. a copy of each unique advertisement or other marketing material, including product 

reviews and social media endorsements, making a representation subject to this Order; 

and 

G. for 5 years from the date created or received, all records, whether prepared by or on 

behalf of Respondents, that tend to show any lack of compliance by Respondents with 

this Order. 

VII. Compliance Monitoring 

IT IS FURTHER ORDERED that, for the purpose of monitoring Respondents’ 

compliance with this Order: 

A. Within 10 days of receipt of a written request from a representative of the Commission, 

each Respondent must: submit additional compliance reports or other requested 

information, which must be sworn under penalty of perjury, and produce records for 

inspection and copying. 

B. For matters concerning this Order, representatives of the Commission are authorized to 

communicate directly with each Respondent. Respondents must permit representatives 

of the Commission to interview anyone affiliated with any Respondent who has agreed to 

such an interview. The interviewee may have counsel present. 

C. The Commission may use all other lawful means, including posing through its 

representatives as consumers, suppliers, or other individuals or entities, to Respondents or 

any individual or entity affiliated with Respondents, without the necessity of 

identification or prior notice. Nothing in this Order limits the Commission’s lawful use 

of compulsory process, pursuant to Sections 9 and 20 of the FTC Act, 15 U.S.C. §§ 49, 

57b-1. 

D. Upon written request from a representative of the Commission, any consumer reporting 

agency must furnish consumer reports concerning the Individual Respondent, pursuant to 

Section 604(2) of the Fair Credit Reporting Act, 15 U.S.C. § 1681b(a)(2). 

VIII. Order Effective Dates 

IT IS FURTHER ORDERED that this Order is final and effective upon the date of its 

publication on the Commission’s website (ftc.gov) as a final order. This Order will terminate on 

November 6, 2040, or 20 years from the most recent date that the United States or the 

Commission files a complaint (with or without an accompanying settlement) in federal court 

alleging any violation of this Order, whichever comes later; provided, however, that the filing of 

such a complaint will not affect the duration of: 

7 
 

 

A. Any Provision in this Order that terminates in less than 20 years; 

B. This Order’s application to any Respondent that is not named as a defendant in such 

complaint; and 

C. This Order if such complaint is filed after the Order has terminated pursuant to this 

Provision. 

Provided, further, that if such complaint is dismissed or a federal court rules that the Respondent 

did not violate any provision of the Order, and the dismissal or ruling is either not appealed or 

upheld on appeal, then the Order will terminate according to this Provision as though the 

complaint had never been filed, except that the Order will not terminate between the date such 

complaint is filed and the later of the deadline for appealing such dismissal or ruling and the date 

such dismissal or ruling is upheld on appeal. 

By the Commission, Commissioners Chopra and Slaughter dissenting. 

April J. Tabor 

Acting Secretary 

SEAL: 

ISSUED: November 6, 2020 

8