1.1 - INTRODUCTION:

• By agreeing to these Terms of Service, you represent that you are at least 18 years old in your state or province of residence. If you are under the age of 18 years old you may browse the Site, but you may NOT provide personal information to us to register on the Site, you may NOT make purchases on the Site. The Site is not directed to or intended for children under 18 years old. If you the parent or legal guardian have allowed your minor dependent to use this Site against our Terms of Service, you assume sole responsibility for the dependents actions, conduct, purchases and submissions. 
  
  
• No contract exists between you and ELLIE SHAI, ellieshai.com, or other respective owners, for the sale of any product unless and until ELLIE SHAI, ellieshai.com, or other respective owners has accepted your order with a confirmation email and full payment is taken from your credit/debit card or financial payment option available on our website at the time. Our acceptance of your order brings us into a binding contractual agreement, only adults over the age of 18 years old may enter into legally binding contracts with us. 
  
  
• Please read these Terms of Service carefully before accessing or using our website. By accessing or using our Site, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms of Service. By sending a message via our Contact Page, Submitting a form, Leaving comments, suggestions, product reviews and Feedback, and purchasing something from the Site, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies which you may find throughout the Site, all of which are deemed a part of and included within these terms and conditions (collectively, “Terms of Service,” “Terms and Conditions”).  
  
  
• These terms regulate sales of all ELLIE SHAI products, merchandise, accessories, apparel, bundles, guides, and/or other products and services created, sold, distributed, marketed, referenced, displayed and others by or affiliated with ELLIE SHAI, ellieshai.com, or other respective owners. These Terms of Service apply to all users of the site, including without limitation, users who are browsers, vendors, customers, merchants, and/ or contributors of content. The terms govern your use of the Site and your conduct, irrespective of your means of access, whether from a computer, mobile phone, mobile device or other device. You access this website at your own risk. You are solely responsible for your compliance with local laws, if and to the extent local laws are applicable. You are also responsible for ensuring that all persons who access our site through your internet connections are aware of these terms, and that they comply with the terms of service. These terms apply to any website or document that links to these terms. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

1.2 - NOTICE:

• You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which these Terms refer from us electronically including without limitation by e-mail or by posting notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Notices will also be sent via first class mail if electronic means “email” are not deliverable.
  
  
• To withdraw your consent to receive Notices electronically, you must notify us of your withdrawal of such consent by contacting us and discontinue your use of the Offerings. In such event, all rights granted to you pursuant to these Terms shall automatically terminate. Unfortunately, we cannot provide the Offerings to any user that cannot consent to receipt of Notices electronically. Please note that this consent to receive Notices is entirely separate from any election you may make with respect to receipt of marketing communications.

1.3 - IMPORTANT - ARBITRATION AGREEMENT - PLEASE READ:

• AGREEMENT TO ARBITRATE AND WAIVER OF CLASS ACTION LAWSUIT(S) AND CLASS ARBITRATION(S). THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND ELLIE SHAI, ELLIESHAI.COM, OR OTHER RESPECTIVE OWNERS, AND/OR ITS AFFILIATES ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 13 WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES TO BE SUBMITTED TO INDIVIDUAL, BINDING, AND FINAL ARBITRATION, UNLESS YOU OPT OUT. IN ADDITION: (1) YOU AND ELLIE SHAI WILL ONLY BE PERMITTED TO PURSUE CLAIMS ON AN INDIVIDUAL BASIS, AND NOT IN ANY CLASS OR REPRESENTATIVE PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN COURT OR TO HAVE A JURY TRIAL FOR ANY CLAIMS.

• IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THE TERMS, YOU MUST CEASE AND IMMEDIATELY DISCONTINUE USE OF THE SITE. WE ARE NOT WILLING TO PROVIDE YOU WITH ACCESS TO, OR USE OF ANY OFFERINGS, AND YOU MUST NOT ACCESS OR USE ANY ELLIE SHAI, ELLIESHAI.COM, OFFERINGS.

2.1 - CONDITIONS:

• We reserve the right to refuse service to anyone for any reason at any time.
  
  
• You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. 
  
  
• You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

• The headings and font used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

2.2 - INTELLECTUAL PROPERTY:

• We retain all right, title and interest, including, without limitation, all Intellectual Property Rights (as defined below), in and to the Offerings and any additions, improvements, updates and modifications thereto ELLIE SHAI’s name, logo and all product and service names associated with the Offerings are trademarks of ELLIE SHAI, ellieshai.com, or other respective owners.
  
  
• You are granted no right or license to use them in any area, henceforth and thereafter. For the purpose of these Terms of Service, Intellectual Property Rights means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
  
  
• You receive no ownership interest in or to the Offerings and, except for the limited rights granted under these terms, you are not granted any right or license to use, reproduce, duplicate, copy, sell, resell, access, modify, or otherwise exploited for any commercial or non-commercial purpose, in whole or in part, any Offerings for any purpose without our express, prior written consent. All rights not expressly granted to you in these Terms of Service are reserved and retained by ELLIE SHAI, ellieshai.com, or other respective owners. 

2.3 - COPYRIGHT:

• All information and content included in or made available on this site, such as it’s look and feel, style, text, graphics, custom graphics, logos, features, functions, photographs, images, button icons, product images, product names, collection names, product scripts, service names, service marks, sounds, audio clips, videos, data compilations, digital downloads, advertisements, data compilations, and software, is the property of ELLIE SHAI, ellieshai.com, or other respective owners or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any ELLIE SHAI, ellieshai.com service is the exclusive property of ELLIE SHAI, ellieshai.com, or other respective owners or its content suppliers and protected by U.S. and international copyright laws.
  
  
• You are not authorized to use this material for any non browsing purpose. You may not download, print, and/or store copies of this material for your own personal, commercial or non-commercial purposes. You may not charge anyone for the use of our copyrighted material, you may not publish, retransmit or otherwise distribute the material to others without expressed written consent of ELLIE SHAI, ellieshai.com, or other respective owners. As expressed in this legal notice, no rights or licenses to the material, or any portion thereof, shall be granted or implied. For Press Inquiries, Please Contact Us at info@ellieshai.com

2.4 - TRADEMARKS:

• As the registered owner, all trademarks, logos, service marks, photos, trade names, trade dress, company graphics, scripts, service names are the property of ELLIE SHAI, ellieshai.com or other respective owners that have granted ELLIE SHAI the right and license to use such intellectual property in the United States and/or other countries. ELLIE SHAI trademarks and trade dress may not be used in connection with any product or service that is not ELLIE SHAI or in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits ELLIE SHAI. All other trademarks not owned by ELLIE SHAI that appear on this site or any ELLIE SHAI service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by ELLIE SHAI.

2.5 - CONFIDENTIALITY:

• Any data, patent, copyright, proprietary right, or confidentiality, know how, trademark, or process with respect to ELLIE SHAI, ellieshai.com products or service is the confidential proprietary information of ELLIE SHAI, ellieshai.com, or other respective owners and its third-party vendors (as the case may be). You agree that you shall keep all ELLIE SHAI products, materials, and information (“Confidential Information”) confidential and that you shall not, without ELLIE SHAI, ellieshai.com, or other respective owners prior written consents, us or disclosure the Confidential Information to any third party for anything other than the third-party personal use of ELLIE SHAI products. You also agree that you shall not provide ELLIE SHAI products to any third-party or entity or yourself to, reverse engineer, decompile, deconstruct, invert, disassemble ELLIE SHAI products or any part thereof to create or derive any ELLIE SHAI or third-party intellectual property. You agree to maintain confidentiality and refrain from making disparaging remarks about ELLIE SHAI, ellieshai.com, affiliates during or after service termination or cancellation.
  
  
• By using this service, you agree that you not attempt to undermine the integrity of this Site, ELLIE SHAI, ellieshai.com, or other respective owners.

• We attempt to be as accurate as possible when describing our products and services on the Site; however we do not warrant and are not responsible if the descriptions, colors, information, or other content available on the Site are accurate, complete, reliable, current, or error free. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. 
  
  
• This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

4.1 - MODIFICATIONS:

• Our website changes regularly and access to this Site is is permitted on a temporary basis. Prices for our products are subject to change without notice. We aim to update the the Site regularly, including product details, pricing and other features. If the need arises, we may suspend access to our site, or close it indefinitely to make any modifications we deem reasonable and/or necessary. We reserve the right at any time in our sole discretion to modify or discontinue the Service (or any part or content thereof) with or without notice at any time. We reserve the right, at any time in our sole discretion, to modify the terms; provided that any modification to our Privacy Policy will be pursuant to the terms set forth herein. We reserve the right, but are not obligated to inform you of the presence of any changes on the Site. Any modifications will be effective immediately upon posting on the Site, we will note the effective date of the latest version of these terms at the top of this page.

4.2 - ADDITIONS:

• Any new transactions, features and tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

4.3 - PRICES:

• If you have been charged the wrong amount when shopping from the Site, we may allow the order to stand as is, give you the option of placing a new order with the correct price or cancelling your order. The decision and final outcome is at the sole discretion of ELLIE SHAI, ellieshai.com, or other respective owners.

4.4 - SPECIAL FEATURES, PROMOTIONS, FUNCTIONALITY AND EVENTS: 

• The Site may offer certain special features and functionality or events (such as contests, sweepstakes, promotions, or other offerings) which may (a) be subject to terms of use, rules and/or policies in addition to these Terms; and (b) be offered by us or by third parties. These offerings may result in temporary price reductions, discounted items for a limited time. If so, we will notify you of this and if you choose to take advantage of these offerings, you agree that your use of those offerings will be subject to such additional or separate terms of use, rules, and/or policies.

4.5 - TERMINATION:

• You may terminate your account or cease with using these offerings if you object to any such modifications. However, you will be deemed to have agreed to any and all modifications through your continued use of the offerings following such notice period. It is your sole responsibility to review these Terms of Service periodically. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

5.1 - PRODUCTS:

• Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy. 
  
  
• We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited. 
  

5.2 - SERVICE:

• We do not guarantee that all items listed as available on the Site are in stock at the time of your order. In the case of an incorrect stock balance affecting your order we will contact you by phone and/or by email.

• We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate. 
  
  
• We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

6.1 - ACCURACY:

• We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
  

6.2 - ACCOUNT INFORMATION:

• You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
  
  For more details, please review our Order FAQs, Shipping Policy and Refund Policy.

• We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement.
  
  
• We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
  
  

• Certain content, products and services available via our Service may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. Third-party links appearing on the Site are for convenience only and are not an endorsement by us, our respective owners, subsidiaries, affiliates or partners of the referenced Content, product, service, or suppliers. Your decision to link to or from any off-website pages or other websites is at your own risk.
  
  
• We are in no way responsible for examining or evaluating the content or accuracy and we do not warrant the offerings of, and will not have any warrant, liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties including, without limitation, their privacy policies or terms of service.

• We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

9.1 - USER COMMENTS AND FEEDBACK:

• If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, by Contact Us form or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. 
  
  
• You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive, threatening, defamatory or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You agree that content submitted does not consist of or contain political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” or unsolicited commercial electronic messages.

• You may not use a false e‑mail address, impersonate any person or entity or otherwise mislead us or third-parties as to the origin of any comments. All statements, content and/or information must be expressly written and expressed by you. You are solely responsible for the content you submit, we strongly discourage any content created via other means including but not limited to third-party, Artificial Intelligence, ChatGPT, Artificial Intelligence Applications or other means. We take no responsibility and assume no liability for any comments posted by you or any third-party. 
  
  
• If you do violate these Terms of service ELLIE SHAI, ellieshai.com, or other respective owners reserve the right to remove and/or prohibit the individual(s) from using ELLIE SHAI Site and services.

9.2 - SUBMISSIONS:

• As between you and us you retain ownership of your consent and represent that you solely own and control all rights to your content necessary to grant the rights and licenses herein this agreement. Any submission by you to us, such as comments, questions, suggestions, materials (feedback) through any communication including through the Site, email or over the phone will be treated as both non-confidential and non-proprietary. 
  
  
• If you do post content or submit material, and unless we indicate otherwise, you grant and assign ELLIE SHAI, ellieshai.com, or other respective owners, partners, and subsidiaries all rights, title and interest in, any ideas, know-how, concepts, techniques, suggestions or other intellectual property and proprietary rights contained in the content, where or not patentable for any purpose, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services use such content.
  
  
• You hereby grant us an nonexclusive, transferable, worldwide, royalty-free, perpetual, irrevocable, fully paid-up license (including the right to sublicense) to use and exploit all content as we may determine in our sole discretion. You agree that we may reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, display and sell your content throughout the world in any media as we see fit. Including but not limited to copying the content in whole or in part in any form of media whether now known or hereafter developed, a part of other work or using your content within or in connection with our products and services.

• You also acknowledge that your content will not be returned, We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. 
  

9.3 - DELETION OF CONTENT:

• You may request that we delete certain content posted on public portions of the Site, such as ratings or reviews by contacting us and including the following information: first name, last name, username (if applicable), email address associated with Site, the reason you are requesting to delete the posting, and date(s) of posting(s) you wish to delete if (applicable). We may not be able to process the deletion request without the aforementioned information to us. All deletion requests are subject to our approval, which we may withhold or provide in our sole discretion. Please allow up to 10 business days to process your deletion request.

• Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.

• Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). 
  
  
• We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

12.1 - In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content:

• (a) for any unlawful purpose;

• (b) to solicit others to perform or participate in any unlawful acts;

• (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;

• (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others;

• (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;

• (f) to submit false or misleading information;

• (g) to upload or transmit software, malware, worms, viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;

• (h) to collect or track the personal information of others;

• (i) to spam, phish, pharm, pretext, spider, crawl, or scrape;

• (j) for any obscene or immoral purpose;

• (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet.
  

12.2 - TERMINATION:

• We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses. A breach or violation of any of the Terms will result in an immediate termination of your Services.

13.1 - DISCLAIMER:

• We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. 
  
  
• You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. 

13.2 - ALLERGY AND MEDICAL DISCLAIMER:

• We formulate our products using proper IFRA safety standards and guidelines to ensure our formulations are compliant and safe for our consumers. Though we observed no skin reactivity and no skin irritation while using the products; the only way to be absolutely certain is to do a small patch test of your skin before using it, which we recommend. 
  
  
• The content, statements, material and other information made available on or through the Site is intended to be used for personal or informational purposes only. The statements made about Products have not been evaluated by the U.S. Food and Drug Administration or any other government agency and the results reported, if any, may not necessarily occur in all individuals. The statements on the Site and Products sold through the Site (i) are not a warranty that you will not have an allergic reaction; (II) are not intended to diagnose, treat, cure or to prevent any medical condition or disease; (iii) are not in any way intended as medical advice or as a substitute for medical treatment. 
  
  
• All Products should be used strictly in accordance with their instructions, precautions and guidelines. You should always check the ingredients for Products to avoid potential allergic reactions. Use of the Site is not meant to serve as a substitute for professional medical advice: the Site is solely an online store for beauty and fragrance products. Please consult with your own physician or health care practitioner regarding the use of any Products or information received from the Site before using or relying on them. Your physician or health care practitioner should address any and all medical questions, concerns and decisions regarding the possible treatment of any medical condition. Company does not give or intend to give any answers to medical-related questions. Company does not represent itself as a physician nor is this implied. No prescription medications or medical treatments are intentionally provided on the Site. 
  
  
• If you have a medical condition that may be affected by your use of any products offered on the Site, you should consult with your physician or other healthcare professional before using any product. If you have or suspect that you have a medical condition, promptly contact your healthcare provider. Never delay seeking or disregard professional medical advice because of something you have read in the Site. IF YOU ARE IN NEED OF MEDICAL ATTENTION, CALL 911 OR YOUR PHYSICIAN IMMEDIATELY.

• The Products are not intended to be used on minors without prior discussion with the minor’s doctor and under the supervision of the minor’s parent or legal guardian.

13.3 - ANTI-DIVERSION:

• We are not responsible for any injury or damage that may result from the purchase of products through distributors or retailers who are not authorized distributors or retailers of our products. We are not responsible for any injury or damage that may result from products purchased past their expiration date or those that have been altered or discontinued. 
  

13.4 - LIMITATION OF LIABILITY:

• In no case shall ELLIE SHAI, ellieshai.com, or other respective owners, directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation loss of profits, loss of revenue, loss of savings, loss of data, loss of opportunity, access delays or interruptions to the Site, business interruption, employment interruption, replacement costs, substitute goods, computer viruses, system failures or malfunctions (including hyperlinks to and from third party Site), or any similar damages, whether based in contract, tort (including negligence), events beyond our reasonable control (inclement weather, travel advisory, travel bans, Acts of God, civil unrest, government restrictions, internet outages, communications outages, war), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors, inaccuracies or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. 
  
  
• Even if we have been advised of the possibility of such damages, and in no event shall our maximum aggregate liability for such claims exceed One Hundred United States Dollars (USD $100) or the equivalent amount in local currency. Our total cumulative liability in connection with these terms and all services provided under these terms, whether in contract or tort or otherwise, will not exceed the amounts paid by you to us in the 3 month period preceding the events giving rise to any liability or $100, whichever is greater. You agree that we would not enter into these terms without these limitations of liability.
  
  
• In states or jurisdictions where limitation of liability for direct, indirect, special, consequential or incidental damages are prohibited, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law. You agree that should a claim arise out of, or related to, the use of the Site or these terms must be brought forward within one (1) years after the cause of action arose. If you are dissatisfied with the site, termination of your use of the site is your sole remedy. Except as required by applicable law, we have no other obligation, liability, or responsibility to you.

13.5 - DISPUTE RESOLUTION - ARBITRATION: 

• THIS SECTION SETS FORTH THE TERMS AND CONDITIONS PURSUANT TO WHICH DISPUTES BETWEEN YOU AND ELLIE SHAI, ELLIESHAI.COM, AND ITS RESPECTIVE OWNERS AND THIRD-PARTY AFFILIATES WILL BE RESOLVED THROUGH INDIVIDUAL ARBITRATION (“ARBITRATION AGREEMENT”). PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND ELLIE SHAI, ELLIESHAI.COM, OR OTHER RESPECTIVE OWNERS AND THIRD-PARTY AFFILIATES TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER.

• With respect to any dispute, claim, or controversy arising out of or related to your access or use of the Site, any products sold or distributed through the Site, all rights and obligations and all actions contemplated by these Terms and Conditions shall be governed by the laws of New York, as if the Terms and Conditions were a contract wholly entered into and wholly performed within New York. ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO YOUR ACCESS OR USE OF THE SITE, ANY PRODUCTS SOLD OR DISTRIBUTED THROUGH THE SITE, THESE SITE TERMS AND CONDITIONS, OR THE RELATIONSHIP BETWEEN THE PARTIES (OTHER THAN CLAIMS RELATING TO THE INTELLECTUAL PROPERTY RIGHTS OF ELLIE SHAI, ELLIESHAI.COM, OR OTHER RESPECTIVE OWNERS, OR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS OR LICENSORS OR CLAIMS IN EQUITY) SHALL BE FINALLY RESOLVED BY CONFIDENTIAL ARBITRATION BY VIDEO CONFERENCE OR, AT THE ARBITRATOR’S DISCRETION, BY IN PERSON HEARING IN THE COUNTY WHERE ELLIE SHAI IS BASED AND WHERE ITS OWNERSHIP RESIDE (UNLESS THE BATCH ARBITRATION PROCESS APPLIES) AND YOU AGREE TO SUBMIT YOURSELF TO THE JURISDICTION AND PROCEEDINGS THEREOF. ARBITRATION MEANS THAT AN ARBITRATOR WILL DECIDE THE CLAIM, AND YOU WILL NOT HAVE THE RIGHT TO SUE IN COURT OR TO HAVE A JUDGE OR JURY DECIDE YOUR CLAIM. YOUR RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY ALSO BE LIMITED IN ARBITRATION.

• It is further agreed that any dispute over the scope of this arbitration provision and any dispute as to whether a claim is arbitral shall be submitted to the arbitrator for decision. Notwithstanding the foregoing, to the extent you have in any manner violated or threatened to violate our  intellectual property rights or the intellectual property rights of our affiliates, partners or licensors or otherwise have a cause of action in equity, we may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to jurisdiction and venue in any such court for such purposes.

13.6 - ARBITRATION PROCESS:

• Arbitration under this agreement shall be conducted by a sole arbitrator under the American Arbitration Association’s Consumer-Related Disputes Supplementary Rules in effect when the arbitration is commenced, except as they may be modified herein.

• A party who wishes to initiate arbitration must provide the other party with a demand for arbitration (the “Demand ”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable), as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

• If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

13.7 - DISPUTE RESOLUTION - BATCH ARBITRATION: 

• Subject to the Batch Arbitration process described below, you agree that any arbitration or proceeding shall be limited to the dispute between us and you individually, and (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; (iii) the parties waive and there is no right or authority for any dispute to be brought in a purported collective, representative capacity on behalf of the general public or any other persons, or mass action basis; and (iv) only individual relief is available. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, MASS OR REPRESENTATIVE PROCEEDING.

• To increase the efficiency of administration and resolution of arbitrations, you and ELLIE SHAI, ELLIESHAI.COM, OR OTHER RESPECTIVE OWNERS, OR THIRD-PARTY AFFILIATES agree that in the event that there are one hundred (100) or more individual Demands of a substantially similar nature filed against ELLIE SHAI, ELLIESHAI.COM, OR OTHER RESPECTIVE OWNERS, OR THIRD-PARTY AFFILIATES by or with the assistance of the same law firm, group of law firms, or organizations, within a sixty (60) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration").

• All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Procedural Arbitrator”). In an effort to expedite resolution of any such dispute by the Procedural Arbitrator, the parties agree the Procedural Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Procedural Arbitrator’s fees shall be paid by ELLIE SHAI, ELLIESHAI.COM, OR OTHER RESPECTIVE OWNERS, OR THIRD-PARTY AFFILIATES if the party seeking the appointment of the Procedural Arbitrator is ELLIE SHAI, ELLIESHAI.COM, OR OTHER RESPECTIVE OWNERS, OR THIRD-PARTY AFFILIATES. The Procedural Arbitrator’s fees shall be paid by you, if you are the party seeking the appointment of the Procedural Arbitrator.

13.8 - IN GOOD FAITH COOPERATION:

• You and ELLIE SHAI, ELLIESHAI.COM, OR OTHER RESPECTIVE OWNERS, OR THIRD-PARTY AFFILIATES agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration. which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration process shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

13.9 - AWARD + AGREEMENT

• The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

• Changes to this arbitration agreement shall not apply to any claim that was filed in a legal proceeding against us or you prior to the effective date of the modification. You may opt out of any such changes within thirty (30) days after an update has taken effect by writing ELLIE SHAI, ELLIESHAI.COM, OR OTHER RESPECTIVE OWNERS at the following address: ELLIE SHAI, P.O. BOX 844, 615 Main Street Ste 1, Niagara Falls, NY 14301. If you opt out of an update, the last set of agreed upon arbitration terms will remain in force.

• The Terms and Conditions evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this agreement to arbitrate and any arbitration proceedings.

• You agree to indemnify, defend and hold harmless ELLIE SHAI, ellieshai.com, or other respective owners, our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any and all claims, demands, damages, fees, expenses, costs (including reasonable attorneys’ fees, court costs, damages awards, and settlement amounts), resulting from any third-party claim, action, or demand relating to, due to, or arising out, of your breach, willful misconduct of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party. 
  
  
• We will provide you notice of any such claim or allegation, and we reserve the right to participate in the exclusive defense and control of any such claim by you, in which event you will assist and cooperate with ELLIE SHAI, ellieshai.com, or other respective owners in asserting any available defenses. YOU AGREE TO BE RESPONSIBLE FOR ALL SUCH DAMAGES, CLAIMS, OR LOSSES TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF THEY ARE CAUSED BY OUR ACTIVE OR PASSIVE NEGLIGENCE, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, OR LOSSES, AND EVEN IF THEY ARE REASONABLY FORESEEABLE.

• In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

• The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

• If in our sole judgment you fail, or we suspect that you have failed to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof). Notwithstanding we reserve the right to block and prevent future access to and use of the Site. You agree that we will be liable for any termination of your use f or access to the Site.

• You acknowledge and agree that these Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the complete, the entire exclusive agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
  
  
• Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party. The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of breach of any provision hereof be taken or held to be a waiver of the provision itself.

18.1 - These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of:

• Exclusive Venue: Niagara County, New York, United States and the United States District Court for the Western District of New York. 2 Niagara Square, Buffalo, New York, 14202.

19.1 - TERMS + ACCESS:

• You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes.
  
  
• Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

Questions about the Terms of Service should be sent to us at:

• Email: info@ellieshai.com

• Address: ELLIE SHAI, P.O. BOX 844, 615 Main Street Ste 1, Niagara Falls, NY, 14301. 
  

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