BINDING AGREEMENT

The Center Brands LLC d/b/a Saltair (“Saltair”, “we”, “us” or “our”) operates these Services. These Terms of Use (“Terms of Use”), and any documents referred to herein, including the Ancillary Terms, set out the terms and conditions on which you are permitted to use the website for SALTAIR at www.saltair.com, including all subdomains, our social media pages and any websites that we link to these Terms of Use, our marketing activities, and the e-commerce service provided by Shopify (collectively, the “Services”). BY USING THE SERVICES, YOU AGREE TO BE BOUND BY, AND COMPLY WITH, THESE TERMS OF USE. IF YOU DO NOT AGREE, YOU SHOULD NOT USE OUR SERVICES. In addition to these Terms of Use, your use of the Services and your purchases are subject to certain supplemental terms and policies that we may publish on the Services from time to time, including our Shipping and Returns Policy, Sales Terms, promotional and offer terms, and any other terms presented to you at the point of sale or enrollment (collectively, “Ancillary Terms”). All Ancillary Terms are incorporated into and form part of these Terms of Use. In the event of a conflict between these Terms of Use and any Ancillary Terms, the Ancillary Terms shall control with respect to the subject matter they address.

CHANGES TO THE TERMS OF USE

Saltair reserves the right to change or modify the Terms of Use and any Ancillary Terms at any time, without notice (other than updating these Services or as required by law), and in its sole discretion. Saltair will post a new version of the Terms of Use or Ancillary Terms, as applicable, on these Services and update the date set forth above. Unless otherwise provided, any changes or modifications to the Terms of Use or Ancillary Terms will be effective upon posting of the revisions.

YOUR CONTINUED USE OF THE SERVICES FOLLOWING POSTING OF ANY CHANGES OR MODIFICATIONS CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS AND IF YOU DO NOT AGREE WITH THESE CHANGES OR MODIFICATIONS, YOU MUST IMMEDIATELY CEASE USING THE SERVICES.

OUR INFORMATION

Saltair is a Delaware limited liability company. Our address is 8439 W Sunset Blvd. Suite 210, West Hollywood, CA 90069. Saltair’s Legal Department may be contacted at: Saltair, Attn: Legal Department, 8439 W Sunset Blvd. Suite 210, West Hollywood, CA 90069. All legal notices shall be sent by registered or certified mail to this address.

OUR ONLINE STORE IS HOSTED BY SHOPIFY

Our online store is hosted by Shopify, Inc. Shopify provides us with the online e-commerce platform that allows us to sell our products to you. Any new features or tools which are added to the current store shall also be subject to Shopify’s Terms of Use. You can review the most current version of the Shopify’s Terms of Use at any time https://www.shopify.com/legal/terms.

PRODUCT LISTINGS & PURCHASES
In addition to any applicable Ancillary Terms, including our Return Policy, Shipping Policy, and any promotional or offer-specific terms, the following terms apply when you purchase a product on the Services:

A. All prices are shown in U.S. dollars. Taxes, shipping and handling charges are additional. All prices and taxes are subject to change or adjustment without notice. Saltair reserves its right to expire or modify any promotion at any time. You are responsible for paying all costs associated with your purchase, and for providing accurate and current payment information.

B. You agree to pay the shipping and any handling charges shown on the Services when your order is placed. We reserve the right to increase, decrease and add or eliminate charges from time to time and without prior notice. Any shipping or handling charges may or may not reflect actual costs. Any shipping times shown on the Services are estimates only – actual delivery dates may vary. You are solely responsible for providing all information necessary for us to ship purchased products to you.

C. All items are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue products or services without notice, even if you have already placed your order. Certain products may be available exclusively online through the Services. These products may have limited quantities and are subject to return or exchange only according to our Return Policy.

D. We reserve the right, but are not obligated, to limit the sales of our products to any person, geographic region or jurisdiction. 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. We reserve the right to cancel orders at our discretion if we believe that a customer violates applicable law or acts in a way that is harmful to our interests.

E. As part of our order processing procedures, we may screen orders for fraud or other types of unauthorized or illegal activity. We reserve the right to refuse to process an order due to suspected fraud or unauthorized or illegal activity. If such is the case, we may reject your order or our Customer Service department may call you at the phone number you provided (or use your email address) to confirm your order. We also reserve the right to cancel any accounts or refuse to ship to certain addresses due to suspected fraud or unauthorized or illegal activity. We take these measures to protect our customers as well as ourselves from fraud or other unauthorized or illegal activity.

F. Promo codes can be specific to dates, products or minimum total amount. You cannot combine any promotional offers codes and sales with any other offers. Limit one promo code per order. Promo codes and promotions cannot be used toward gift card purchases. Promo codes cannot be used for any past purchases, are non-transferable, and are non-refundable. For questions or assistance with a promo code please contact Customer Service via email at info@saltair.com. All promotional codes are subject to change at any time.

G. NOTWITHSTANDING THE FOREGOING, NO STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY US AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS.

EXCEPT AS REQUIRED BY APPLICABLE LAW, PRODUCTS LISTED ON THE SERVICES ARE OFFERED AND SOLD “AS IS” AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. We do not warrant that any product, description, photograph, pricing, or other information is accurate, complete, reliable, current or error-free. NOTHING IN THESE TERMS OF USE IS INTENDED TO EXCLUDE OR LIMIT WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Color Accuracy

While Saltair has made reasonable efforts to accurately display the colors of products on the Services, the actual colors you see will depend on your monitor or device settings and may not be accurate representations of actual product colors.

Product Information

All product descriptions, ingredient lists, and other information presented by Saltair on the Services are intended to be used for personal, informational purposes only. While Saltair strives to be accurate, we do not warrant that product descriptions, ingredient information, or other content on the Services is accurate, complete, reliable, current, or error-free. Saltair products contain active skincare ingredients that may affect individuals differently. You should always review the full ingredient list for any product before use to avoid potential allergic reactions or sensitivities. The products and information available on the Services are not intended to diagnose, treat, cure, or prevent any medical condition and should not be considered medical advice. Please consult with your physician or health care practitioner regarding the use of any products before using or relying on them, particularly if you have sensitive skin or any skin conditions. Saltair does not represent itself as providing medical advice, and nothing on the Services is intended to replace the advice of a qualified medical professional.

Consumer Allergens and Sensitivities

Saltair strives to clearly label products with known allergens and fragrance components. However, consumers with sensitivities or allergies should carefully review the full ingredient list before purchasing or using any product. If you experience any adverse reaction to a Saltair product, please discontinue use immediately and consult a healthcare professional. You may also report any adverse events to Saltair at info@saltair.com.

THIRD PARTY SITES

Certain content and products and services available via our Services may include materials from third parties.
Third party links on these Services may direct you to third party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third party materials or websites, or for any other materials, products, or services of third parties, nor are we responsible for any data-processing activities carried out by any third party website.

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.

USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If you send certain submissions (for example product reviews, blog comments and contest entries) or you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, 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. You further grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license under any and all rights in and to the Comments to use, reproduce, distribute, create derivative works of, adapt, display, perform, and otherwise exploit, and to make, have made, sell, offer to sell, and import any products and services incorporating or based on, Comments in any manner. We are and shall be under no obligation to: (1) maintain any Comments in confidence; (2) pay compensation for any Comments; or (3) respond to any Comments.

We may, but have no obligation to, monitor, edit or remove Comments 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 Use.

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 or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third party.

YOUR PRIVACY; PROTECTION OF ACCOUNT CREDENTIALS

Our Privacy Policy describes how we collect, use, and share personal information about you in connection with your interactions with us, including through the Services. The Privacy Policy is incorporated into, and is part of, these Terms of Use. We encourage you to review the Privacy Policy carefully. You are responsible for protecting your account log-in credentials from unauthorized access and use. You must promptly notify us by e-mail at info@saltair.com of any known or suspected unauthorized use of your account or the Services.

If you sign up for our text message marketing program, the collection and use of your information in connection with that program is also governed by our Messaging Privacy Policy, as may be amended from time to time. The Messaging Privacy Policy is also incorporated into these Terms of Use. In the event of any conflict between the Privacy Policy and the Messaging Privacy Policy with respect to our text message marketing program, the Messaging Privacy Policy will control.

Electronic Communications

By using the Services or communicating with us electronically, you consent to receive communications from us electronically, including by email or through notices posted on the Services. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.

YOUR REPRESENTATIONS & WARRANTIES

By agreeing to these Terms of Use, you represent and warrant that (i) you are at least the age of majority in your state of residence, but in no event younger than 16 years of age; (ii) that your activities are lawful in every jurisdiction where you access or use the Services; and (iii) that all information you provide to us is accurate and complete. If you are between 16 and the age of majority in your state of residence, you represent that your parent or legal guardian has reviewed and agreed to these Terms of Use on your behalf.

DISCLAIMERS

THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: THE SERVICES CONTENT; USER CONTENT; OR SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO THE SERVICES.

IN ADDITION, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE, TYPO-FREE, AVAILABLE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES THE SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES.

WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICES IS ACCURATE, COMPLETE OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND WE SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

WE DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ACTION OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.

PROHIBITED USES OF THE SERVICES & THEIR CONTENT

In addition to other prohibitions as set forth in the Terms of Use, you are prohibited from using the Services or their 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 viruses, malware, spyware, adware, Trojan horses, worms, logic bombs, keystroke loggers or any other type of malicious code or programs that will or may be used in any way that will affect the functionality or operation of the Services, 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; or (k) to interfere with or circumvent the security features of the Services, other websites, or the Internet. You are prohibited from using any robots, spiders, data mining or scraping technology or any similar third party tools for the extraction or reproduction of any data or content from our website without our prior written consent. We reserve the right to terminate your use of the Services for violating any of the prohibited uses.

PERMITTED USE OF MATERIALS ON OUR SERVICES

The content on our Services is provided for your personal, private and non-commercial use only. You may print or share the content from our Services for lawful personal, private and non-commercial purposes, and you may also make others within your organization aware of the content on our Services. You may not otherwise extract, reproduce, sell, resell, exploit or distribute the content of our Services without our express prior written consent. Whenever you print, download, share or pass on content from our Services to others, you must not make any additions or deletions or otherwise modify any text from our Services, you must not alter or change any images, media or graphics from our Services in any way, you may not remove any accompanying text from such images, media or graphics, and you must ensure that all content passed on to any third party is an accurate representation of the content as it appears on our Services.

TRADEMARK & COPYRIGHT PROTECTIONS PREVENT UNAUTHORIZED USE

All material from the Services is considered property of Saltair and unauthorized use of such material is strictly prohibited. This includes any content such as graphics, hyperlinks, images, text, etc. Saltair’s trademarks, service marks, and logos and other proprietary designs ("Intellectual Property") used and displayed on the Services are considered property of Saltair. All such rights are protected by intellectual property laws around the world, and all rights are reserved.

No portion of the Services may be copied, sold, reproduced, duplicated, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Saltair. There shall be no representation made on the Services that would be construed as granting, by implication or otherwise, any license or right to use any Intellectual Property displayed on the Services. Saltair’s Intellectual Property may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Saltair or its products.

EXCLUSIONS & LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, WE (INCLUDING OUR PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS) WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING DAMAGES ARISING OUT OF CHANGES TO OR TERMINATION OF THE SERVICES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, ACTUAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES. TO THE EXTENT PERMITTED BY LAW, THE LIMITATIONS ON SALTAIR’S LIABILITY SET FORTH HEREIN SHALL APPLY WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, OR WHETHER IN TORT, CIVIL LIABILITY BY WAY OF NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT SHALL SALTAIR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE SERVICES EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO SALTAIR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

BY AGREEING TO THESE TERMS OF USE, YOU WILLINGLY AGREE (OR, IF YOU ARE A MINOR, YOUR PARENT OR LEGAL GUARDIAN WILLINGLY AGREES) THAT THIS IS A REASONABLE ALLOCATION OF RISK.

YOU SPECIFICALLY AGREE THAT WE SHALL NOT BE LIABLE FOR ANY CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

TO THE EXTENT THAT ANY OF THE PROVISIONS OF THIS CLAUSE (EXCLUSIONS AND LIMITATIONS OF LIABILITY) ARE UNENFORCEABLE AS OUTRIGHT EXCLUSIONS OF LIABILITY, THEY SHALL BE CONSTRUED AS LIMITATIONS ON LIABILITY, LIMITING OUR LIABILITY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU ARE A CONSUMER, THE PROVISIONS IN THESE TERMS OF USE ARE INTENDED TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAWS OF YOUR STATE OF RESIDENCE.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, our liability shall be limited to the maximum extent permitted by applicable law. Nothing in these Terms of Use shall exclude or limit any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

FORM OF DISPUTE RESOLUTION

Any controversy, claim or dispute of whatever nature arising between a user of the Services, on the one hand, and Saltair and/or the Related Parties (as defined below), on the other, arising out of or relating to the Terms of Use, the Services, or any transaction conducted through the Services (for purposes of this Section each is a “party”), whether such claim is based on rights, privileges or interests recognized by or based upon statute, contract, tort, common law, or otherwise (“Dispute”), shall be settled through negotiation, mediation or arbitration, as provided below. To the extent any applicable law limits the scope of disputes subject to arbitration, this Section shall apply only to the fullest extent permitted by such law.

Negotiation

If a Dispute arises, the parties shall first attempt in good faith to resolve it promptly by negotiation. Any of the parties involved in the Dispute may initiate negotiation by providing notice (the “Dispute Notice”) to each involved party setting forth the subject of the Dispute and the relief sought by the party providing the Dispute Notice, and designating a representative who has full authority to negotiate and settle the Dispute. Within ten (10) business days after the Dispute Notice is provided, each recipient shall respond to all other known recipients of the Dispute Notice with notice of the recipient’s position on and recommended solution to the Dispute, and designating a representative who has full authority to negotiate and settle the Dispute. Within twenty (20) business days after the Dispute Notice is provided, the representatives designated by the parties shall confer either in person at a mutually acceptable time and place or by telephone, and thereafter as often as they reasonably deem necessary to attempt to resolve the Dispute.

Mediation

At any time twenty (20) business days or more after the Dispute Notice is provided, but prior to the initiation of arbitration, regardless of whether negotiations are continuing, any party may submit the Dispute to JAMS (Judicial Arbitration and Mediation Services - http://www.jamsadr.com) for mediation by providing notice of such request to all other concerned parties and providing such notice and a copy of all relevant Dispute Notices and notices responding to JAMS. In such case, the parties shall cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in promptly scheduling the mediation proceedings, and shall participate in good faith in the mediation either in person at a mutually acceptable time and place or by telephone, in accordance with the then-prevailing JAMS’s mediation procedures and this Section, which shall control.

Arbitration

Any Dispute not resolved in writing by negotiation or mediation shall be subject to and shall be settled exclusively by final binding arbitration before a single arbitrator in Los Angeles, California or a mutually agreeable location in accordance with the then-prevailing Consumer Arbitration Rules of the American Arbitration Association (“AAA”). No party may commence arbitration with respect to any Dispute unless that party has pursued negotiation and, if requested, mediation, provided, however, that no party shall be obligated to continue to participate in negotiation or mediation if the parties have not resolved the Dispute in writing within sixty (60) business days after the Dispute Notice was provided to any party or such longer period as may be agreed by the parties in writing. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The arbitration shall be conducted in accordance with AAA’s Consumer Arbitration Rules, including its rules and procedures regarding payment of fees. Notwithstanding any contrary rules promulgated by the AAA, the following shall apply to all Arbitration actions:

• The Federal Rules of Evidence shall apply in all cases;
• The parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;
• The parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;
• The arbitration shall occur within one hundred-twenty (120) days from the date on which the arbitrator is appointed, and shall last no more than five (5) business days;
• The parties shall be allotted equal time to present their respective cases, including cross-examinations.

The arbitrator shall not have the power to alter, modify, amend, add to or subtract from any provision of the Terms of Use, or to rule upon or grant any extension, renewal or continuance of the Terms of Use. Moreover, the arbitrator shall not have the power to award special, incidental, indirect, punitive, exemplary, or consequential damages of any kind or nature, however caused.

All communications, whether verbal, written or electronic, in any negotiation, mediation or arbitration action shall be treated as confidential and those made in the course of negotiation or mediation, including any offer, promise or other statement, whether made by any of the parties, their agents, employees, experts, or attorneys, or by the mediator or any JAMS employee, shall also be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and shall be inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in negotiation or mediation.

Except as otherwise required by applicable law or AAA Consumer Arbitration Rules, which shall control regarding allocation of arbitration fees in consumer disputes, the costs of negotiation, mediation, and arbitration, including fees and expenses of any mediator, arbitrator, JAMS, the American Arbitration Association, or other persons independent of all parties acting with the consent of the parties to facilitate settlement, shall be shared in equal measure by the user of the Services, on the one hand, and Saltair and any Related Parties involved, on the other. The parties shall bear their own legal fees and expenses of negotiation, mediation and arbitration.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Consumer Arbitration Rules. If the AAA’s Consumer Arbitration Rules require Saltair to pay fees in excess of those which you would otherwise be obligated to pay in court, Saltair will pay those additional fees. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then payment of all fees will be governed by the AAA Rules and each party shall bear its own attorneys’ fees. Otherwise, each party shall bear its own legal fees and expenses of negotiation, mediation and arbitration.

Although the Terms of Use are made and entered into between a user of the Services and Saltair, Saltair’s affiliates, owners, members, managers and employees (“Related Parties”) are intended third party beneficiaries of the Terms of Use, including this agreement to negotiate, mediate and arbitrate. The parties acknowledge that nothing in these policies is intended to create any involvement by, responsibility of, or liability of the Related Parties with respect to any dealings between a user of the Services and Saltair, and the parties further acknowledge that no provision of the Terms of Use shall be argued by any party to constitute any waiver by the Related Parties of any defense which the Related Parties may otherwise have concerning whether they can properly be made a party to any dispute between a user of the Services and Saltair.

Any party may seek specific performance of this Section, and any party may seek to compel each other party to comply with the provisions of this Section by petition to a court of competent jurisdiction in the State of California. The pendency of a mediation shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction in the State of California, and the parties agree not to defend against any application for provisional relief on the ground that a mediation is pending. The prevailing party in any proceeding enforcing the provisions of this Section shall be entitled to recover from the other party the reasonable attorneys’ fees and costs incurred by the petitioning party in obtaining the requested relief. If any portion of this Section is held to be unenforceable for any reason, the remainder shall remain in full force and effect.

Nothing in this Section shall preclude any party from seeking interim or provisional relief concerning the Dispute, including a temporary restraining order, a temporary or preliminary injunction, or an order of attachment, either prior to or during negotiation, mediation or arbitration. Nothing in these Terms of Use shall be construed to prevent any user from seeking public injunctive relief in a court of competent jurisdiction to the extent permitted by applicable law.

Right to Opt Out of Arbitration

You may opt out of the arbitration and class action waiver provisions in this Section by sending written notice of your decision to opt out to Saltair, Attn: Legal Department, 8439 W. Sunset Blvd Suite 219, West Hollywood CA 90069, within thirty (30) days of first accepting these Terms of Use. Your notice must include your name, mailing address, and email address associated with your account (if any), and a clear statement that you wish to opt out of the arbitration agreement. If you opt out, neither party will be required to arbitrate, but all other provisions of these Terms of Use will remain in effect.

CLASS ACTION WAIVER

By using the Services and agreeing to these Terms of Use, you understand and agree that you will waive your right to have any dispute or claim brought, heard or arbitrated as a class action, collective action or representative action (the “Class Action Waiver”). Notwithstanding any other clause contained in these Terms of Use or the rules of the American Arbitration Association, any claim that all or part of this Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable must be determined only by a court of competent jurisdiction and may not be determined by an arbitrator.

Notwithstanding the foregoing, if a court of competent jurisdiction determines that the Class Action Waiver is unenforceable with respect to any particular claim or request for relief, and such determination is not reversed on appeal, then such claim or request for relief shall be severed and may proceed in court, while the remaining claims shall continue to be subject to arbitration.

PERIOD OF LIMITATION

To the fullest extent permitted by applicable law, should you bring a claim against Saltair for any alleged act or omission of Saltair relating to or arising from these Terms of Use, such action must be brought within two (2) years from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against Saltair for such act or omission. Nothing in this section shall shorten any longer limitation period provided by applicable law that cannot be shortened by agreement.

CHOICE OF LAW

Jurisdiction and venue of any matter not subject to arbitration shall lie exclusively in the state and federal courts located in Los Angeles County, State of California, and you consent to the personal jurisdiction of such courts. The Federal Arbitration Act shall govern all matters relating to arbitration. The laws of the State of California shall govern all other matters relating to or arising from the Terms of Use or any element of your relationship with Saltair, without regard to its conflict of laws principles.

MISCELLANEOUS PROVISIONS
Severability

If any provision of these Terms of Use in its current form or as may be amended is found to be invalid or unenforceable for any reason, only the invalid portion of the provision shall be severed and the remaining terms of the Terms of Use shall remain in full force and effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.

Waiver

The failure of Saltair to partially or fully exercise any rights or remedies that may be available to it, or the waiver of Saltair of any breach of these Terms of Use by you shall not prevent a subsequent exercise of such rights by Saltair and shall not be deemed a waiver by Saltair of any subsequent breach by you of the same or any other provision of the Terms of Use. Our rights and remedies under the Terms of Use and any other applicable agreement between you and Saltair shall be cumulative, and the exercise of any such right or remedy shall not limit our ability to exercise a different or additional right or remedy.

Release and Indemnification

You (and also any third party for or on behalf of whom you operate an account or activity on the website) agree to indemnify, hold harmless, and defend Saltair, its subsidiaries, divisions, and affiliates, and their respective officers, directors, employees, agents and affiliates from any and all claims, liabilities, damages, costs and expenses of defense, including attorneys’ fees, in any way arising from or related to your participation as a user of the Services, your violation of these Terms of Use, any defamatory or infringing content posted by you, any misrepresentation made by you, or your violation of any law or the rights of a third party (including any intellectual property, publicity, confidentiality, property or privacy right). You will cooperate as fully required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not, in any event, settle any claim without our prior written consent.

Force Majeure

Neither party shall be liable for any failure or delay in performing any obligation under these Terms of Use where such failure or delay results from any cause beyond the reasonable control of such party, including acts of God, labor disputes, governmental orders or restrictions, war, terrorism, pandemic, epidemic, or similar events.

Entire Agreement

These Terms of Use, together with our Privacy Policy and all Ancillary Terms, constitute the entire agreement of the parties with respect to this subject matter and your use of the Services. There are no verbal or written collateral representations, agreements or understandings relevant to this subject matter except as specifically set forth in these Terms of Use and the foregoing incorporated documents.

Headings

The headings preceding the text of the paragraphs of these Terms of Use have been inserted solely for convenience of reference and do not affect their meaning, interpretation or effect.

Contact Us

If you have any questions about these Terms of Use, please contact us at:
Email: info@saltair.com