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Terms & Conditions
Last Updated: February 2023
BY ACCESSING OR USING THE WEBSITE, INCLUDING PLACING AN ORDER ONLINE FOR ANY PRODUCTS MADE AVAILABLE ON OR THROUGH THE WEBSITE (SUCH PRODUCTS, “PRODUCTS”), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT AND SHALL BE ENFORCEABLE IN THE SAME WAY AS IF YOU HAD SIGNED THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT ACCESS OR USE THE WEBSITE OR OTHERWISE PLACE AN ORDER ONLINE.
We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. You may read a current, effective copy of these Terms by visiting the “Terms & Conditions” link on the Website. Your continued use of the Website after the date any such changes become effective constitutes your acceptance of the new Terms. You should periodically visit this page to review the current Terms so you are aware of any revisions. If you do not agree to abide by these or any future Terms, you will not access, browse, or use (or continue to access, browse, or use) the Website.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SHILALA ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
In order to use the Website, you must be 18 years or older and have the power to enter into a binding contract with us and not be barred from doing so under any applicable laws. The Website is not intended for children under the age of 18 and no person under the age of 18 may use the Website. If you use the Website, you are affirming that you are at least 18 years old.
AUTOMATIC RENEWAL TERMS FOR SUBSCRIPTIONS
SHILALA OFFERS CONSUMERS “PRODUCTS” THAT CAN BE PURCHASED THROUGH A SUBSCRIPTION (“SUBSCRIPTION”), WHICH WILL AUTOMATICALLY RENEW UNLESS CANCELED. IF YOU SIGN UP FOR A SUBSCRIPTION, THE PAYMENT METHOD YOU PROVIDE WILL BE CHARGED THE AMOUNT THEN IN-EFFECT EVERY 30 DAYS, OR THE DELIVERY CADENCE OF YOUR CHOOSING. (“BILLING PERIOD”)
YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME. TO AVOID A RECURRING CHARGE. YOU MUST CANCEL YOUR SUBSCRIPTION BY THE LAST DAY OF YOUR BILLING PERIOD. IF YOU WISH TO CANCEL YOUR SUBSCRIPTION, YOU MAY DO SO ELECTRONICALLY BY CONTACTING OUR CUSTOMER SUPPORT TEAM OR BY CALLING A CUSTOMER SUPPORT REPRESENTATIVE AT 1-888-979-9719. ALL CANCELLATIONS ARE EFFECTIVE ON THE LAST DAY OF BILLING PERIOD.
YOU ARE OBLIGATED TO PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU ARE RESPONSIBLE FOR PROMPTLY UPDATING ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE, AND ACCURATE (E.G., CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE). YOU MUST PROMPTLY NOTIFY US IF YOUR CREDIT CARD INFORMATION IS CANCELLED OR IS NO LONGER VALID. CHANGES TO SUCH INFORMATION CAN BE MADE BY EMAILING OR CALLING A CUSTOMER SERVICE REPRESENTATIVE AT THE TELEPHONE NUMBERS LISTED ON THE WEBSITE OR BY CALLING 1-888-979-9719.
It’s important to us that our customers are happy, so your purchase is covered by our incredible 90-day money-back guarantee. If you’re not 100% satisfied, you can contact Customer Happiness at 1-888-979-9719 within 90 days of your first order to initiate the process of receiving a refund for your original order. Shilala will refund your payment within seven (7) business days of initiating the refund request onto your original form of purchase.
Subject to the limitations set forth herein, you or third parties may be able to upload or submit any photographs, comments, video clips, reviews and other communications and content to us (either directly or through our partners, including, without limitation, through Yotpo) the Website (“Your Content” or “Third-Party Content,” as applicable). Unless we indicate otherwise, by posting or submitting Your Content to the Website, you grant Shilala a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable (directly and indirectly through multiple tiers) right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content, and the name submitted in connection with such content, throughout the world in any media now known or hereafter conceived. Shilala and its affiliates are free to use any ideas, concepts or know-how contained in Your Content for any purpose whatsoever including, but not limited to, developing, manufacturing, distributing and marketing products using such information. Shilala is under no obligation (i) to maintain Your Content in confidence; (ii) to pay to you or any third party any compensation for any Your Content; or (iii) to respond to any Your Content. You are and shall remain solely responsible for Your Content.
You represent and warrant that (a) you own or otherwise control all of the rights to Your Content; (b) that Your Content is accurate; and (c) that use of Your Content does not violate this Agreement and will not cause injury to any person or entity.
We will not be responsible or liable to you or to any third party in any way for the content, or completeness, accuracy, or reliability of Your or Third-Party Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any such Content. Shilala has the right, but not the obligation, in its sole discretion, to monitor and edit or remove any activity or content, or take legal action against you &/or the third party responsible for such content. Any content, views, opinions, comments, or questions/responses expressed, submitted, published, posted, uploaded, or otherwise transmitted by third parties or other users through or in connection with the Website, Shilala, or its products, are solely the views, opinions and responsibility of the parties expressing, submitting, publishing, posting, uploading, or transmitting them and do not necessarily reflect the opinions of Shilala. Shilala takes no responsibility and assumes no liability for Your Content or for any Third-Party Content.
You must only use the Website for lawful purposes, and you must not use it in a way that infringes the rights of anyone else or that restricts or inhibits anyone else's enjoyment of the Website. You may not without our prior written consent:
(i) copy, reproduce, rent, lease, loan or sell content retrieved from the Website;
(ii) modify, distribute, or re-post any content on the Website for any purpose; or
(iii) use the content of the Website for any commercial exploitation whatsoever.
In using the Website, you further agree:
(a) not to disrupt or interfere with the security of, or otherwise abuse, the Website, or any services, system resources, accounts, servers, or networks connected to or accessible through the Website or an affiliated or linked Website;
(b) not to disrupt or interfere with any other user's enjoyment of the Website or affiliated or linked Website;
(c) not to upload, post, or otherwise transmit through or on the Website any viruses or other harmful, disruptive, or destructive files;
(d) not to use, frame, or utilize framing techniques to enclose any Shilala trademark, logo, or other proprietary information (including the images found on the Website, the content of any text, or the layout/design of any page or form contained on a Website page) without Shilala’s express written consent;
(e) not to reverse engineer, or create derivative works based on the Website or any content (including, without limitation, any software) available through the Website.
(f) not to use meta tags or any other “hidden text” utilizing an Shilala name, trademark, or product name without Shilala’s express written consent;
(g) not to deeplink to the Website without Shilala’s express written consent;
(h) not to create or use a false identity on the Website, share your account information, or allow any person besides yourself to use your account to access the Website;
(i) not use the Website to collect or store personal data about others;
(j) not to attempt to obtain unauthorized access to the Website or portions of the Website that are restricted from general access;
(k) not to post any material that is knowingly false or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person's privacy, or is otherwise in violation of any law. You further agree not to post any copyrighted material unless the copyright is owned by you;
(l) to be bound by the product submission policies of Shilala, including that any product submission you may make to Shilala will not be held in confidence by Shilala and is not proprietary, that Shilala may use the product submission and any aspect thereof for any purposes in Shilala’s sole discretion; and
(m) to comply with all applicable laws regarding your use of the Website.
Protection of Intellectual Property Rights and License
You acknowledge that content available through the Website, including, without limitation, content in the form of text, graphics, software, music, sound, photographs, and videos, and content provided by suppliers, sponsors, or third-party advertisers (“Intellectual Property Rights”), is protected by copyright, trademarks, patents, or other proprietary rights and laws. You are hereby granted a non-exclusive, non-transferable, revocable, limited license to view, copy and print content retrieved from the Website for the sole purpose of using or placing an order via the Website, provided that you do not remove or obscure the copyright notice or other notices displayed on the content. Except as expressly provided in this Agreement, nothing contained in this Agreement or on the Website shall be construed as conferring any other license or right, expressly, by implication, by estoppel, or otherwise under any of Shilala’s or a third party’s Intellectual Property Rights. Any rights not expressly granted herein are reserved.
HEALTH AND FDA DISCLAIMER REGARDING INFORMATION PROVIDED ON THE WEBSITE
THE INFORMATION (INCLUDING, WITHOUT LIMITATION, ADVICE AND RECOMMENDATIONS) ON THE WEBSITE IS NOT INTENDED AS MEDICAL OR HEALTHCARE ADVICE, OR TO BE USED FOR MEDICAL DIAGNOSIS OR TREATMENT, FOR ANY INDIVIDUAL PROBLEM. IT IS ALSO NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE AND SERVICES FROM A QUALIFIED HEALTHCARE PROVIDER FAMILIAR WITH YOUR UNIQUE FACTS. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER REGARDING ANY MEDICAL CONDITION BEFORE TAKING ANY DIETARY, NUTRITIONAL, HERBAL, OR SIMILAR SUPPLEMENT OR PRODUCT OR STARTING ANY NEW TREATMENT. YOU SHOULD CONSULT WITH A PHYSICIAN OR OTHER HEALTHCARE PROVIDER BEFORE USING ANY SHILALA PRODUCTS, PARTICULARLY IF YOU ARE PREGNANT OR NURSING, ANTICIPATE SURGERY, ARE TAKING ANY MEDICATIONS, HAVE A KNOWN HISTORY OF MEDICAL CONDITIONS, ILLNESSES OR OTHER HEALTH CONCERNS, OR ARE OTHERWISE UNDER MEDICAL SUPERVISION.
THE STATEMENTS MADE ABOUT THE PRODUCTS, INCLUDING ANY STATEMENTS MADE ON THIS WEBSITE, HAVE NOT BEEN EVALUATED BY THE U.S. FOOD AND DRUG ADMINISTRATION (“FDA”). THESE PRODUCTS ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASES.
DISCLAIMER OF WARRANTIES
EXCEPT WHERE INAPPLICABLE OR PROHIBITED BY LAW, INCLUDING IN THE STATE OF NEW JERSEY, THE WEBSITE AND THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS EXPRESSLY SET FORTH OTHERWISE. EXCEPT AS SPECIFICALLY PROVIDED, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SHILALA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SHILALA DOES NOT MAKE ANY WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT IT WILL BE FREE OF DEFECT. SHILALA MAKES NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR THE PRODUCTS OR AS TO THE ACCURACY, QUALITY, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. WE PROVIDE INFORMATION ON THE WEBSITE FOR INFORMATIONAL PURPOSES ONLY. IT IS NOT MEANT AS A SUBSTITUTE FOR THE ADVICE OF A DOCTOR OR OTHER HEALTH CARE PROFESSIONAL. YOU SHOULD NOT USE THE INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE FOR DIAGNOSING OR TREATING A MEDICAL CONDITION. YOU SHOULD CAREFULLY READ ALL PRODUCT INSTRUCTIONS PRIOR TO USE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHILALA OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Links to Other Websites That Shilala Does Not Control
PURCHASING ITEMS FROM US
Product Representations. Shilala reserves the right to discontinue or change at any time without notice the specifications, content, messaging, products and other information, and prospectively change prices on products, in each case without incurring any obligation to you. Shilala takes reasonable precautions to try to ensure that the prices quoted on the Website are correct, to ensure that the Website is complete, accurate, and current, and to describe the items available on the Website as accurately as possible and to depict the most up to date packaging. However, Shilala does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that product packaging depicted on the Website will match the actual product that you receive. If a product described on the Website is not as described when you receive it, or the packaging on the Website does not match the product you receive, you agree that your sole remedy is to return it to us in an unused and undamaged condition in accordance with our Return Policy, which is listed on the Website under Customer Service, for a refund or credit. Shiala’s descriptions of, or references to, products not owned by Shilala do not imply endorsement of that product, or constitute a warranty by Shilala.
Pricing Errors and Omissions. Please be aware that prices, availability and other purchase terms are subject to change. We make every effort to ensure the accuracy of the information on the Website and to correct errors once discovered. Any product on this Website at a particular time does not imply or warrant that these products will be available at any other time. If we discover an error has occurred after your credit card has been charged and your order is canceled as a result of the error, your credit card will be refunded the full amount of your order.
Order Placement and Acceptance. If you order a product, payment must be received by Shilala prior to Shilala’s acceptance of the order. Shilala may require additional information regarding your order if you have not provided all of the information required, and may cancel or limit an order any time after it has been placed.
Your order is expressly conditioned on acceptance of this Agreement. With respect to participation in Shilala’s auto-renewal subscriptions, you expressly agree that by submitting your initial order you accept and are agreeing to the terms of the auto-renewal offer and understand the cancellation policy. Once a properly completed order, your authorization, and a form of payment have been received, we will promptly locate the item(s) you have ordered to place them in line for shipment. All items are subject to availability. We will promptly inform you if the product(s) you have ordered are not available and we may offer you alternative product(s) of equal quality and value.
Shilala only accepts orders for personal use. You cannot resell items offered on the Website. If Shilala discovers that you are placing orders with the intent to resell items offered on the Website or are otherwise using or intend to use the products inappropriately or illegally, we may immediately cancel your order, suspend or terminate your account, and pursue any and all available legal remedies from you under applicable law. To the extent your conduct may be fraudulent, such as purchasing products through the use of fake or stolen cards, Shilala will also report you to federal, state and/or local enforcements authorities. It is your responsibility to understand and obey all applicable local, state, federal and international laws in regard to the possession, use and sale of any item purchased from this Website. By placing an order, you represent that the products ordered will be used only in a lawful manner.
Shipping and Risk of Loss. Shilala will add applicable shipping and handling fees to your order. Unless otherwise noted, Shilala will use commercially reasonable efforts to ship products within a reasonable time after receipt of your properly completed order. Although Shilala may provide delivery or shipment timeframes or dates, you understand that those are Shilala’s good-faith estimates and may be subject to change. You further understand that product availability may be limited and particular products may not be available for immediate delivery, in which case the products will be delivered when they become available. If your order will be delayed (either from the date specified at the time of order or, if no date was specified, beyond 30 days from the date of your order, Shilala will use reasonable good faith efforts to contact you. If Shilala cannot contact you or you no longer wish to receive the item, Shilala will cancel the order and promptly refund the amount tendered. Shilala may reject orders where the stated delivery address is outside the United States.
Sales Tax. In the United States, Shilala is required to collect applicable state and local sales tax on orders shipped to certain states. Taxes apply to most merchandise, but some states exclude certain items, like food products. Some taxing authorities also require the taxable amount to include any shipping and handling charges, while others charge sales tax only on merchandise. Shilala is required to follow the rules of each state. Your final order total will include the appropriate state and local taxes.
Payment Information. In ordering products through the Website, you agree to provide only true, accurate, current, and complete payment information. By placing an order, you represent and warrant that you will only provide payment information which is yours or for which you are authorized to provide. Shilala shall have the right to cancel your order or to suspend or terminate your account if we have grounds to believe that you have provided inaccurate, not current, fraudulent, or incomplete payment information to Shilala, or for any other reason that we, in our sole discretion, deem appropriate.
International Orders. Shilala may not directly sell certain Shilala products in any jurisdiction other than the United States of America, as these products may not be approved for sale in other jurisdictions. While Shilala may choose to accept orders for the purchase of its products from non-U.S. residents, the acceptance of such orders and the sale of such products will be subject to the following conditions:
For Canadian Orders only: You agree not to order more than a ninety (90) day supply of any consumable products within any ninety (90) day period; By ordering goods from Shilala, you hereby authorize a licensed Canadian customs broker chosen by Shilala to act as your agent, and to transact business with Canada Border Services Agency (CBSA) to clear your merchandise, account for applicable duties and taxes, to return merchandise to Shilala and prepare and submit refund claims on your behalf for any merchandise that you return. You understand that CBSA will send any refund of duties and taxes that were paid on the returned merchandise to the customs broker, and that you will obtain the refund directly from Shilala. You also authorize the customs broker to endorse any refund check issued by CBSA in your name so that Shilala can be reimbursed.
Electronic Communications, Signatures and Agreements
The information communicated on the Website constitutes an electronic communication. When you communicate with Shilala through the Website or via other forms of electronic media, such as e-mail, you are communicating with Shilala electronically. You agree that Shilala may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that Shilala provides to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication (e.g., by Shilala or you).
You further acknowledge and agree that by clicking on the button labeled “SUBMIT”, “DOWNLOAD”, “I ACCEPT” or such similar links as may be designated by Shilala, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Agreement and any hyperlinks contained herein. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE WEBSITE OR SERVICES OFFERED BY SHILALA. Furthermore, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature, delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
Communications with Shilala
To the extent permissible by applicable law, you acknowledge that telephone calls to or from Shilala are monitored and recorded and you agree to such monitoring and recording.
You verify that any contact information provided to Shilala, including, but not limited to, your mailing address, shipping address, e-mail address, residential phone number, and mobile phone number is true and accurate. You further verify that you are the telephone subscriber and/or that you own any telephone numbers that you provide to Shilala. You acknowledge that by voluntarily providing your telephone numbers to Shilala, you expressly agree to be contacted at the telephone numbers you provide.
You consent to receive e-mails, pre-recorded voice messages and/or autodialed calls (including text messages) by or on behalf of Shilala relating to this Agreement, any purchase or transaction with Shilala, matters related to your account (including debt collection), and promotions regarding Shilala products. These communications may be made by or on behalf of Shilala, even if your phone number is registered on any state or federal Do Not Call list. You acknowledge that you may incur a charge for these calls by your telephone carrier and that Shilala will not be responsible for these charges.
Shilala may obtain, and you expressly agree to be contacted at, e-mail addresses, mailing or shipping addresses and phone numbers provided by you directly or obtained through other lawful means, such as skip tracing. You agree to provide Shilala notice within 30 days of any change to your contact information by writing to PO Box 1174, Emigrant, MT 59027; Attention: Shilala Customer Service or emailing email@example.com. Your consent to this communications provision is not required to make any purchase with Shilala.
LIMITATION OF LIABILITY
EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, SUCH AS NEW JERSEY, YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL SHILALA, ITS OFFICERS, EMPLOYEES, DIRECTORS, SERVICES PROVIDERS, SUPPLIERS, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY, “SHILALA PARTIES”) BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THIS INCLUDES WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE RESULTING FROM (1) THE USE OF, OR THE INABILITY TO USE, THE WEBSITE; (2) THE USE OF, OR THE INABILITY TO USE, ITEMS PURCHASED ON THE WEBSITE; OR (3) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR ITEMS. IN NO EVENT WILL SHILALA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SHILALA IN THE LAST SIX (6) MONTHS, OR IF GREATER, ONE HUNDRED DOLLARS ($100).
BECAUSE SOME JURISDICTIONS (INCLUDING, WITHOUT LIMITATION, THE STATE OF NEW JERSEY) PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND IF YOU ARE A USER FROM SUCH JURISDICTIONS, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF SUCH JURISDICTION. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF SUCH JURISDICTION, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. IF YOU ARE DISSATISFIED WITH YOUR USE OF THIS WEBSITE, WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
Except where otherwise inapplicable or prohibited by law, including in the state of New Jersey, to the fullest extent permitted by law, you agree to indemnify and hold harmless Shilala Parties from and against any and all liability, losses, claims, demands, disputes, damages, and costs of any kind, including, without limitation, reasonable attorneys' fees and costs of litigation arising out of or relating to Your Use or your breach of this Agreement.
Termination of Website
Shilala may, in its sole discretion, and at any time, terminate or suspend its operation of the Website or your use of the Website, if Shilala reasonably believes that you have breached any of the terms and conditions of this Agreement. Following termination, you will not be permitted to use the Website and Shilala may, in our discretion, cancel any outstanding orders for the product.
Pre-Dispute, Mandatory Binding Arbitration, and Class Action Waiver
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATING TO ANY PURCHASE YOU MAKE VIA THIS WEBSITE, ANY INFORMATION YOU PROVIDE VIA THIS WEBSITE, THIS AGREEMENT (INCLUDING ITS FORMATION, PERFORMANCE, OR ALLEGED BREACH), AND YOUR USE OF THE WEBSITE WILL BE EXCLUSIVELY RESOLVED UNDER CONFIDENTIAL BINDING ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO BRING A LAWSUIT IN COURT AGAINST SHILALA, INCLUDING THE RIGHT TO A TRIAL BY JURY, AND RIGHTS AVAILABLE IN A COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. ARBITRATION IS A FORM OF PRIVATE DISPUTE RESOLUTION IN WHICH PARTIES TO A CONTRACT AGREE TO SUBMIT THEIR DISPUTES AND POTENTIAL DISPUTES TO A NEUTRAL THIRD PERSON (CALLED AN ARBITRATOR) FOR A BINDING DECISION, INSTEAD OF HAVING SUCH DISPUTE DECIDED IN A LAWSUIT, IN COURT, BY A JUDGE OR JURY TRIAL.
YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
Generally. Arbitration is a method of resolving a Claim without filing a lawsuit. “Claim” means any dispute between you, Shilala, and/or any involved third party relating to your account, Your Use (defined here), your relationship Shilala, or these Terms. This includes any and all claims that relate in any way to your use of the products, your attempted use of the products, and any act or omission by Shilala or any third party related to your use or attempted use of the products. You, Shilala, or any involved third party may pursue a Claim. Shilala agrees to binding arbitration should it have any Claims against you. Likewise, you agree to binding arbitration should you have any Claims against Shilala. By agreeing to arbitrate, you waive the right to go to court and agree instead to submit any Claims to binding arbitration. This arbitration provision sets forth the terms and conditions of our agreement to binding arbitration and is governed by and enforceable under the Federal Arbitration Act (the “FAA”), 9 U.S.C. §§ 1-16, as amended.
Exceptions to Binding Arbitration. As an exception to binding arbitration, you and Shilala both retain the right to pursue, in a small claims court, any claim that is within that court’s jurisdiction and proceeds on an individual (non-class) basis. Shilala will not demand arbitration in connection with any individual claim that you properly file and pursue in a small claims court, so long as the claim is pending only in that court. Binding arbitration also does not apply to disputes concerning trade secret misappropriation, patent infringement, copyright infringement or misuse, or trademark infringement or dilution.
Mandatory Pre-Dispute Procedures. You acknowledge and agree that before initiating any Claim (subject to the exceptions above) against Shilala, you will first give us an opportunity to resolve your problem or dispute. This includes sending a written description of your problem or dispute to us, including, but not limited to, information or representations related to our products and upon which you rely. You may send the written description by U.S. Mail to Shilala PO Box 1174, Emigrant, MT 59027, ATTN: Commencement of Arbitration. Except where otherwise prohibited by law (including, without limitation, the State of New Jersey), You and Shilala agree to commence any arbitration proceeding within 1 year after the Claim arises (including the mandatory pre-dispute procedures outlined above) and that any proceeding commenced after 1 year shall be barred.
Arbitration Location. For your convenience, the arbitration may be conducted in the federal district where you reside. It may be held by telephone or through written submissions if both you and Shilala agree.
Applicable Law. This Agreement has been made in and will be construed and enforced in accordance with the laws of the State of New York, without regard to principles of conflict of laws thereof
Sponsoring Organization, Rules and the Arbitrator. You agree that any Claims shall be resolved by submitting the dispute to final and binding confidential arbitration before a single arbitrator who is a retired judge or an experienced attorney with experience in the subject(s) of the Claim. The arbitrator shall be chosen from JAMS Comprehensive Arbitration Rules and Procedures and the arbitration rules of the selected tribunal shall apply, which can be obtained by calling the selected tribunal.
The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms and this arbitration provision. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or Shilala.
Arbitration Fees. Shilala shall pay for all filing, administrative, and arbitrator fees for an arbitration initiated by either party. The parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses. However, if Shilala is the prevailing party in the arbitration, applicable law may allow the arbitrator to award attorneys’ fees and costs to Shilala.
Arbitration Award. The arbitrator shall follow substantive law and may order any relief if permitted by law. The arbitrator may award any form of individual relief, including injunctions and punitive damages, so long as they are in accordance with applicable law. The arbitrator may award costs or fees to a prevailing party, but only if the law expressly allows it. Nothing herein shall be construed to limit the arbitrator’s ability to award remedies provided by applicable law. Any award rendered shall include a written opinion and shall be final, subject to appeal under the FAA.
Enforceability. This provision survives termination of your account or relationship with Shilala, bankruptcy, assignment or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.
Miscellaneous. This provision is the entire arbitration agreement between you and Shilala and shall not be modified except in writing by Shilala.
Amendments. Shilala reserves the right to amend this arbitration provision at any time. Your continued use of any Shilala Website, purchase of an Shilala product, or use or attempted use of an Shilala product, is affirmation of your consent to such changes. Should the changes to this arbitration provision be material, Shilala will provide you notice. Your continued use of any Shilala Website, purchase of an Shilala product, or use or attempted use of an Shilala product, after receiving such notice is affirmation of your consent to such material changes.
YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN 30 DAYS FROM THE DATE OF PURCHASE, USE, OR ATTEMPTED USE OF AN SHILALA PRODUCT (WHICHEVER COMES FIRST) BY WRITING TO SHILALA LLC, PO Box 1174, EMIGRANT, MT 59027; ATTN: GENERAL COUNSEL. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE IDENTIFYING ANY SHILALA PRODUCT YOU PURCHASED, USED OR ATTEMPTED TO USE WITHIN THE 30 DAYS AND THE DATE YOU FIRST PURCHASED, USED OR ATTEMPTED TO USE OF SHILALA PRODUCTS. UNTIMELY OPT-OUTS WILL NOT BE VALID AND YOU MUST THEN PURSUE YOUR CLAIM THROUGH ARBITRATION PURSUANT TO THESE TERMS.
Exclusive Venue for Other Controversies
Any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Agreement (other than an individual action filed in small claims court) shall be filed only in the state and federal courts located in New York City, New York, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.
Remedies for Shilala
Notwithstanding the arbitration agreement contained in this Agreement, in order to avoid irreparable injury to Shilala, in the event of any breach or threatened breach by you of the provisions of this Agreement, we shall be entitled to seek an injunction and other equitable relief restraining such breach in any court of competent jurisdiction. Nothing in this Agreement shall be construed as prohibiting Shilala from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of monetary damages from you.
SHILALA® is a trademark of Shilala LLC. All other trademarks and service marks displayed on the Website are the property of Shilala or their respective owners. You may not use or display any trademarks or service marks owned by Shilala without Shilala’s prior written consent. You may not use or display any other trademarks or service marks displayed on the Website without the permission of their owners.
It is Shilala’s policy to respect the copyright and intellectual property rights of others. Shilala may remove content that appears to infringe the copyright or other intellectual property rights of others. In addition, Shilala may terminate access by users who appear to infringe the copyright or other intellectual property rights of others. Further, Shilala complies with the Digital Millennium Copyright Act.
If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide Shilala’s Copyright Agent the following information:
Notice for California Users
Under California Civil Code Section 1789.3, users of the Website from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at firstname.lastname@example.org; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Shilala LLC (a) via email at email@example.com; (b) in writing at PO Box 1174, Emigrant, MT 59027; or telephone at (888)-979-9719.
Other Important Terms
Shilala may assign, transfer, or sub-contract any of our rights or obligations under these Terms to any third party at our discretion.
You acknowledge and understand that if Shilala is unable to provide the products as a result of an event outside of its control, Shilala will not be in breach of any of its obligations to you under this Agreement.
Any representations, warranties, and indemnification obligations made or undertaken by you will survive cancellation or termination of your account or relationship with Shilala. No delay by Shilala in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy or shall affect Shilala’s ability to subsequently exercise that right or remedy. These Terms (together with any terms incorporated by reference herein) constitute the entire agreement between you and Shilala relating to the subject matter herein. Any waiver must be agreed to by Shilala in writing. These Terms supersede any other terms previously published by us and any other representations or statements made by us to you, whether oral, written, or otherwise. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Shilala agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within New York County in New York State.