This website is operated by Ellie Fashion Group, Inc. (“Ellie”). Throughout the website (the “Site”, www.ellie.com), the terms “we”, “us” and “our” refer to Ellie. "User," "you" and "your" refers to you, the client, member or site visitor. Ellie offers this website, including all information, tools and services available from this site to you, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the Site, you agree to be bound by the following Terms and agree to comply with and be bound by all applicable laws and regulations, including United States export and re-export control laws and regulations.
Any new features or tools which are added to the current site 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.
USE OF THE SITE
We grant you a personal, limited, non-transferable non-exclusive, license to access and use the Site. We reserve the right, in our sole discretion and without notice to you, to revise the products and services available on the Site and to change, suspend or discontinue any aspect of the Site and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice or penalty. Your continued use of the Site will constitute your acceptance of any such changes. You are encouraged to review these Terms each time you use the Site because your use of the Site after the posting of changes will constitute your acceptance of the changes.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service or Site, use of the Service or Site, or access to the Service, Site or any contact on the website through which the service is provided, without express written permission by us.
Ellie may assign you a password and account identification number to enable you to access and use certain portions of this Site. Each time you use a password or identification, you will be deemed to be authorized to access and use the Site in a manner consistent with the Terms, and Ellie has no obligation to investigate the authorization or source of any such access or use of the Site.
YOU ARE SOLELY RESPONSIBLE FOR ACCESS TO AND USE OF THIS SITE BY ANYONE USING THE PASSWORD AND IDENTIFICATION ASSIGNED TO YOU WHETHER OR NOT SUCH ACCESS TO AND USE OF THIS SITE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING WITHOUT LIMITATION FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.
You are solely responsible for protecting the security and confidentiality of the password and identification assigned to you. You shall immediately notify Ellie of any unauthorized use of your password or identification or any other breach or threatened breach of this Site's security.
Ellie reserves the right to refuse service to anyone for any reason at any time, and to revise these Terms at any time by updating this posting. 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 may use the Site only for your own noncommercial personal use and in compliance with these Terms. You are responsible for your own communications, including the transmission, uploading or posting of information and are responsible for the consequences of such communications to the Site.
WEBSITE USER SUBMISSIONS
Ellie does not claim ownership of any materials you make available through the Site. With respect to any materials you submit or make available for inclusion on the Site, you grant Ellie a perpetual, irrevocable, non-terminable, worldwide, royalty-free and non-exclusive license to use, copy, distribute, publicly display, modify, publicly perform, create derivative works, and sublicense such materials or any part of such materials and/or to incorporate it in other works in any form, media or technology now known or later developed, for the purposes of operating and providing the Site and Services to you and to our other users. You hereby represent, warrant and covenant that any materials you provide do not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant Ellie the license specified above. You further represent, warrant and covenant that any materials you provide will not contain libelous or otherwise unlawful, abusive or obscene material. Ellie will be entitled to use any content submitted by you without incurring obligations of confidentiality, attribution or compensation to you.
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, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, modify, reformat and otherwise use and exploit in any medium any comments that you forward to us. 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.
We may, but have no obligation to, screen, 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 or any other content or materials you provide 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 or any other content or materials you provide 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 Service, Site or any related website. 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 or any other content or materials you provide. You are solely responsible for any comments or any other content or materials you provide you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service or Site, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your use of and access to the Site and/or Services.
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 and all underlying technology is owned and operated by Ellie and its licensors. All right, title and interest in and to the Content provided on this Site are owned by Ellie and its licensors. Except as otherwise expressly provided by Ellie, none of the Content may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this Site shall be construed to confer any license under any of Ellie’s or its licensors’ intellectual property rights, whether by estoppel, implication or otherwise. You must contact our Customer Services Department if you have any questions about obtaining such licenses. Ellie does not sell, license, lease or otherwise provide any of the Content other than those specifically identified as being provided by Ellie. Any rights not expressly granted herein are reserved by Ellie and its licensors.
In order to enjoy all the benefits of Ellie, you must register for an account. There is no purchase or commitment to register. Simply take our style profile quiz, use your valid email address and create a password to register your profile. In registering for the Site, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Site registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Site under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your account. You agree that you shall monitor your account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Site by minors. You may not share your account or password with anyone, and you agree to (1) notify Ellie immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Ellie has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Ellie has the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account per platform or SNS at any given time. Ellie reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an account or use the Site if you have been previously removed by Ellie, or if you have been previously banned from any part of the Site.
Access Through a SNS. If you have a valid account on the social networking service (“SNS” and each such account, a “Third-Party Account”), you may access the Site through such Third Party Account and link your account with Third-Party Accounts, by allowing Ellie to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to grant Ellie access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Ellie to pay any fees or making Ellie subject to any usage limitations imposed by such third-party service providers. By granting Ellie access to any Third-Party Accounts, you understand that Ellie may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Site (“Content”) that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through the Site via your account. Unless otherwise specified in the Terms, all SNS Content shall be considered to be Content provided by you for all purposes of the Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or Ellie’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site. Ellie makes no guarantees or representations about such continued availability. You have the ability to disable the connection between your account and your Third-Party Accounts at any time by accessing the “Settings” section of the Website. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND COMPANY DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Ellie makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Ellie is not responsible for any SNS Content.
NO PURCHASE COMMITMENT
As a registered user of Ellie, you'll be able to choose from a customized selection of Activewear, accessories and more that fits your style. You may cancel your account at any time by calling our Customer Service at (888) 926-9615.
As a registered user of Ellie, you agree to receive emails, newsletters, contest entries and other communications announcing your monthly selections, and promoting any special offer(s), including third-party offers.
As a registered user, you will receive a monthly fashion selection based on your style preferences as indicated by your completion of the online style quiz. At this time, you can order any item of your choice, and it will be shipped to you after your credit card payment is successfully processed. Your purchase will be sent according to our Shipping Policy. You may continue to order additional items throughout the Site at their stated price to your liking.
As an Ellie Customer, each month you will receive a set of personal activewear selections that we select for you based on your style and preferences. Accordingly, Ellie cannot guarantee that a selection available in a particular month will be available in any subsequent month. While Ellie makes every effort to follow the style and price preferences you express, we do not guarantee that every item in your selection will comply with those preferences or your style.
BILLING AND PAYMENTS
Paying By Credit Card
For your convenience, we accept the following credit cards at this time: American Express, VISA, MasterCard and Discover Card. By providing your credit card number and associated payment information, you agree that Ellie is authorized to immediately invoice your account for all fees and charges due and payable to Ellie under the Terms and that no additional notice or consent is required. You agree to immediately notify Ellie of any change in your billing address or the credit card used for payment hereunder. Ellie reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Site or by e-mail delivery to you.
Using Store Credit
Ellie store credit can be redeemed on all purchases, and can be applied to shipping, processing fees, and taxes. Unused credit may be forfeited if you choose to cancel your Ellie account. Ellie reserves the right to change these terms and conditions at our discretion.
Accuracy of Billing and Account Information
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.
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.
All sales are subject to our then-current return policies, as posted on the Site. For more detail, please review our Returns Policy.
PRODUCT INFORMATION; LIMITATION ON QUANTITIES
Excluding any content which may be submitted by FFC Members from time to time, we strive to ensure that the information on the Site is complete and reliable. Certain information may contain pricing errors, typographical errors and other errors or inaccuracies which we may correct without liability. We also reserve the right to limit quantities purchased by Members and to revise, suspend, or terminate an event or promotion at any time without notice (including after an order has been submitted and/or acknowledged). We do not guarantee that all products described on our Site will be available. Your receipt of an electronic or other form of order confirmation does not signify Ellie’s acceptance of your order, nor does it constitute confirmation of our offer to sell.
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 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 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.
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 Site or Service will be corrected. You may not resell commercially any products without our prior consent. In the event that you wish to do so, you agree to notify us prior to reselling any products so that we can verify whether your reselling activities are permitted by our agreements with our suppliers and licensors and that you have all necessary permissions from third parties.
All prices do not include shipping and handling or sales taxes, if applicable, which will be added to your total purchase price. You are responsible for the payment of any shipping and handling charges and state and local sales or use taxes that may apply to your order.
You acknowledge and agree that the content (other than content that may be submitted by Members), materials, text, images, videos, graphics, trademarks, logos, button icons, music, software and other elements available on the Site are the property of Ellie or our licensors and are protected by copyright, trademark and/or other proprietary rights and laws. You agree not to sell, license, rent, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, modify or create derivative works from any content or materials on the Site. Ellie and the Ellie logo are registered trademarks, of Ellie Fashion Group, Inc. All other trademarks are the property of their respective owners. All of our Site's content is Copyright 2013 Ellie Fashion Group, Inc. All rights reserved.
You assume all responsibility and risk with respect to your use of the Site. THE SITE, AND ALL CONTENT, MERCHANDISE, AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THIS SITE OR A “LINKED” SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY. SPECIFICALLY, BUT WITHOUT LIMITATION, ELLIE FASHION GROUP DOES NOT WARRANT THAT: (1) THE INFORMATION ON THIS SITE IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE. YOU UNDERSTAND THAT COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE.
Ellie makes no warranties of any kind regarding any non-Ellie sites to which you may be directed or hyperlinked from this Site. Hyperlinks are included solely for your convenience, and Ellie makes no representations or warranties with regard to the accuracy, availability, suitability or safety of information provided in such non-Ellie sites. Ellie does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on the Site.
You agree to indemnify, defend and hold harmless Ellie and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees (the “Ellie Parties”), harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your use of the Site or Service, your breach 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.
LIMITATION OF LIABILITY
IN NO EVENT SHALL ELLIE FASHION GROUP, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE BE LIABLE TO ANY USER OF THE SITE OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE), OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, INCLUDING, BUT NOT LIMITED TO, : (1) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SITE; (2) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (3) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF ELLIE FASHION GROUP HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE TOTAL LIABILITY OF ELLIE FASHION GROUP, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS SITE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT YOU PAID TO ELLIE FASHION GROUP IN CONNECTION WITH THE EVENT GIVING RISE TO SUCH LIABILITY. IF YOU HAVE NOT PAID ELLIE ANY SUCH AMOUNTS, ELLIE’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50)
You hereby acknowledge that the preceding paragraph shall apply to all content, merchandise and services available through the Site. Because some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages, all of the above disclaimers or exclusions may not apply to all users. WHERE LEGISLATION IN A JURISDICTION IMPLIES IN THE TERMS ANY CONDITION OR WARRANTY THAT CANNOT BE EXCLUDED, COMPANY’S LIABILITY FOR BREACH THEREOF SHALL BE LIMITED AT COMPANY’S OPTION TO ONE OR MORE OF THE FOLLOWING: (1) WHERE THE BREACH OF THE CONDITION OR WARRANTY RELATES TO GOODS, THE REPLACEMENT OR REPAIR OF THE GOODS, THE SUPPLY OF EQUIVALENT GOODS OR PAYMENT OF THE COST OF DOING SO; AND (2) WHERE THE BREACH OF THE CONDITION OR WARRANTY RELATES TO SERVICES, THE SUPPLY OF SERVICES AGAIN, OR THE PAYMENT OF THE COST OF HAVING THEM SUPPLIED AGAIN.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
YOU AND ELLIE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE SITE OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
You hereby release the Ellie Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Site, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Site. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
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 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 Site, 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 from any web pages contained in the Site; (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;. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses. You shall not: (1) frame or utilize framing techniques to enclose any trademark, logo, or other component of the Site (including images, text, page layout or form) of Ellie or (2) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Site except to the extent the foregoing restrictions are expressly prohibited by applicable law; or (3) remove or destroy any copyright notices or other proprietary markings contained on or in the Site.
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 Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Site, unless terminated earlier in accordance with the Terms. Notwithstanding the foregoing, if you used the Site prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the Site (whichever is earlier) and will remain in full force and effect while you use the Site, unless earlier terminated in accordance with the Terms.
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.
We reserve the right, in its discretion, to suspend and/or terminate your account, your use of the Site at any time at our discretion including, without limitation, as necessary in Ellie’s discretion to protect the security or operation of the Site or Services.
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 Site or Services (or any part thereof).
Upon termination, your right to use the Site will automatically terminate immediately.
We control and operate the Site from the United States. We make no representation that materials on the Site are appropriate or available for use outside the United States. If you choose to access this Site from outside the United States, you do so at your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
The following provisions shall apply only if you are located in the countries listed below.
United Kingdom. A third party who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
Germany. Notwithstanding anything to the contrary in Section 12, Ellie is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).
RISK OF LOSS
Any merchandise purchased from our Site will be shipped by a third party carrier. As a result, title and risk of loss for such merchandise will pass to you upon our delivery to the carrier. All products shall be deemed accepted by you upon shipment.
COPYRIGHT INFRINGEMENT; NOTICE AND TAKE DOWN PROCEDURES
Ellie specifically prohibits the posting of any content that violates or infringes the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that any material contained on this Site infringes your copyright or other intellectual property rights, you should notify us of your copyright infringement claim in accordance with the following procedure. Ellie will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (“DMCA”). The DMCA requires that notifications of claimed copyright infringement should be sent to the following address:
Ellie Fashion Group, Inc.
1447 Second Street, 3rd Fl.
Santa Monica, CA 90401
To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)):
- Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Site or the Service constitutes the entire agreement and understanding between you and us and govern your use of the Site or 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.
Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Terms. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed to by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, Ellie may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from California law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of the Site.
Any other dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by the Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and Ellie must abide by the following rules: (i) ANY CLAIMS BROUGHT BY YOU OR ELLIE MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (iii) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Ellie will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (iv) Ellie also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (v) the arbitrator shall honor claims of privilege and privacy recognized at law; (vi) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (vii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (viii) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.
The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 12 of the Terms. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Terms, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.
Notwithstanding the foregoing, either you or Ellie may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Los Angeles County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Los Angeles County, California, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Los Angeles County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
With the exception of clauses (i) and (ii) in the fourth paragraph of this Section above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either clauses (i) and (ii) in the fourth paragraph of this Section is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Ellie shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Los Angeles County, California. By using the Site in any manner, you agree to the above arbitration provision.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
It is the express wish of the parties that the Terms and all related documents have been drawn up in English. C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
The communications between you and Ellie use electronic means, whether you visit the Site or send Ellie e-mails, or whether Ellie posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Ellie in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Ellie provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Where Ellie requires that you provide an e-mail address, you are responsible for providing Ellie with your most current e-mail address. In the event that the last e-mail address you provided to Ellie is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Ellie’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Ellie at the following address: 1447 Second Street, 3rd Fl., Santa Monica, CA 90404. Such notice shall be deemed given when received by Ellie by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Ellie’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Ellie shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
To contact us with any questions or concerns in connection with these Terms or the Site, or to provide any notice under these Terms, please Contact Us.
FFC MEMBERSHIP TERMS
Enrollment in the Ellie Fit Fashionista Club (FFC) Membership program (the "Program") constitutes acceptance of the following terms and conditions (the "FFC Terms"), which are entered into by you ("Member" or "you", collectively, "Members") and Ellie Fashion Group, Inc., (collectively "Ellie", "us", "we", or "our"). The FFC Terms, together with applicable terms and conditions related to any promotional offers provided to you for use with FFC Membership, the Terms and Conditions offered to the non-FFC members of the website www.ellie.com (the "Standard Terms"), as well as any other applicable terms, conditions, limitations and requirements incorporated into these FFC Terms, constitute the entire agreement between you and Ellie related to the Ellie FFC Membership program. To the extent the FFC Terms differ from the Standard Terms, the FFC Terms shall govern.
THE FFC TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE SEE THE STANDARD TERMS FOR DETAILS. This Program is being offered as part of our beta-test program and may be available only to select users. If you sign up for a FFC Membership, you accept these terms, conditions, limitations and requirements.
FFC Membership General Terms and Conditions
You must have an Ellie.com account in good standing and have a valid credit card on file with Ellie (no hold on your credit card, or past amount owed to Ellie) in order to be an FFC member. We reserve the right to accept, suspend, terminate or refuse membership at our discretion for any reason.
The FFC membership is available to registered users who are at least 18 years of age, and are legally able to enter into a contract made pursuant to the Program. This Agreement is void where prohibited by law, and the right to access the site and/or join the Program is revoked in such jurisdictions. Your membership is associated with one email account, physical address, and name. You may not create multiple accounts or sign up for more than one FFC membership at any point in time.
FFC Membership benefits are nontransferable and may only be used by an individual Member for that Member's personal benefit. Member benefits cannot be combined with benefits accrued by another Member. Member benefits cannot be gifted to another member. Member benefits are all prospective from the date of membership enrollment, and will not be applied retroactively to any prior purchases.
You agree that the Program and any Member benefits related thereto do not create any property rights in favor of you. Ellie reserves the right to change or discontinue any Program or Member benefits in our sole discretion at any time without notice.
Enrolled FFC Members enjoy exclusive pricing starting at $49.98 USD pre-tax and pre-shipping for any 2 Ellie items in stock and available for sale on the site one time per calendar month. This pricing is set at Ellie's discretion. FFC member discount pricing cannot be combined with any other promotions or coupons Ellie may be running on the site at the same time. Any additional items ordered by FFC members during the calendar month will be available for sale at the listed retail price on the site less any applicable discounts Ellie may be offering at the time at our sole discretion. Our standard return policy listed on our website applies to both FFC and non-FFC orders.
Enrolled FFC Members enjoy for certain pieces (such as but not limited to “Ellie Signature” items) subscription pricing of $49.98 USD pre-tax and pre-shipping for one item per calendar month.
Auto-Renewing Monthly Subscription
FFC Membership is a monthly (from the date of enrollment), fee-based, automatically renewing membership program. Unless you cancel your membership, the then-current renewal monthly membership fee will be charged each month on or around the start date of your membership each month to the valid credit card on file in your Ellie account. You can update credit card information at any time by going to My Account or by calling our Customer Service Department.
By enrolling in an auto renewing membership program, you agree that if you do not pick your items for a given calendar month, Ellie will select 2 Ellie pieces for you for that period, based on your style quiz preferences, for shipping to you and to satisfy your subscription purchase for the month. While we make every effort to follow the style and price preferences, we do not guarantee that the items will comply with those preferences. All purchases including those picked by Ellie will be subject to the same shipping and returns/exchanges policy valid and posted on our site or in the Standard Terms.
BY ENROLLING IN FFC MEMBERSHIP, YOU UNDERSTAND AND AGREE THAT YOUR MEMBERSHIP WILL AUTOMATICALLY RENEW ON A MONTHLY BASIS. YOU HEREBY AUTHORIZE ELLIE TO CHARGE YOUR CREDIT CARD EACH MONTH AT THE THEN-CURRENT MEMBERSHIP FEE. YOU MAY CANCEL YOUR MEMBERSHIP AT ANY TIME IN ACCORDANCE WITH THE INSTRUCTIONS HEREIN. YOUR SAME CREDIT CARD ON FILE OR THAT YOU USED TO ENROLL INITIALLY WILL BE AUTOMATICALLY CHARGED EACH MONTH, UNLESS YOU CANCEL YOUR MEMBERSHIP OR YOU DESIGNATE AN ALTERNATIVE CARD IN YOUR FFC MEMBERSHIP ACCOUNT PRIOR TO YOUR BILLING DATE. YOUR MEMBERSHIP IN FFC MEMBERSHIP IS CONDITIONAL UPON ELLIE'S RECEIPT OF PAYMENT. IF PAYMENT CANNOT BE CHARGED TO YOUR CREDIT CARD OR IF PAYMENT IS NOT RECEIVED BY ELLIE FOR ANY REASON, INCLUDING CHARGEBACK, ELLIE RESERVES THE RIGHT TO IMMEDIATELY AND WITHOUT NOTICE, EITHER SUSPEND OR TERMINATE YOUR MEMBERSHIP AND IS NOT OBLIGATED TO SHIP YOUR ORDER. YOU ARE REQUIRED TO PAY ANY AMOUNTS STILL OWED TO ELLIE AT THE TIME YOUR ACCOUNT IS SUSPENDED OR TERMINATED. EXCEPT WHERE PROSCRIBED BY LAW, YOU AGREE THAT ELLIE IS NOT OBLIGATED TO SEND YOU ANY RENEWAL OR ADVANCE BILLING NOTICES OR OTHER NOTICES INDICATING THAT YOUR CREDIT CARD WILL BE OR HAS BEEN CHARGED. NOTWITHSTANDING THE FOREGOING, UPON ENROLLMENT, YOU WILL RECEIVE AN INITIAL EMAIL WHICH INDICATES: A) ENOUGH INFORMATION REGARDING THE CREDIT CARD BEING CHARGED FOR THE MEMBER TO VERIFY THE DETAILS, WITHOUT PROVIDING FULL CARD DETAILS; B) A REMINDER THAT YOU CAN CANCEL AT ANY TIME; C) THE MEANS TO CONTACT ELLIE IN THE EVENT THAT YOU WISH TO CANCEL YOUR MEMBERSHIP; AND D) THE AMOUNT YOUR CREDIT CARD WILL BE CHARGED. ELLIE CANNOT BE HELD RESPONSIBLE FOR ANY OVERDRAFT FEES THAT MAY BE INCURRED AS A RESULT OF THE AUTO-RENEWING SUBSCRIPTION YOU ARE AGREEING TO TODAY.
We may terminate your FFC Membership or the Program at our discretion with email notification to your registered email account. If Ellie chooses to terminate the FFC Membership program, you will continue to receive Program benefits through the end of your current paid monthly membership term. Ellie’s failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of Ellie's rights.
You can choose to cancel your membership or opt out of the Program at any time by calling our Customer Service Department during normal operating hours. You will not be entitled to a refund for the then-current month.
Skipping a Month
For your convenience we allow you to skip your automatic monthly billing process to the next calendar month only, in which case you will not be eligible for the FFC benefits set forth in the FFC Terms (i.e., the $49.98 pricing for two items) in such month. You may do so by contacting our Customer Service Department. You may not skip more than one month at a time. IF YOU CHOOSE TO SKIP THE CURRENT PERIOD, YOU MUST DO SO WITHIN 7 BUSINESS DAYS OF THE LATEST COLLECTION LAUNCH.
Restrictions and Limitations
THIS PROGRAM IS VOID WHERE PROHIBITED BY LAW. THIS PROGRAM AND ALL COMPONENTS THEREOF ARE SUBJECT TO THE DISCLAIMERS, LIMITATIONS AND EXLUSIONS SET FORTH IN THE STANDARD TERMS. THESE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF YOUR FFC MEMBERSHIP. CERTAIN STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Contracting Party, Choice of Law, Location for Resolving Disputes, Contact Information
This Agreement is between you and Ellie Fashion Group, Inc. Communications may be directed to: Ellie Fashion Group, Inc., 1447 Second Street, 3rd Fl., Santa Monica, CA 90404; email@example.com; 888-926-9615. Any claim or dispute between you and Ellie that arises out of or relates to this Agreement shall be resolved by binding arbitration and any other dispute resolution provisions set forth in to the Standard Terms. You hereby agree to waive any right to trial by jury in any dispute. All capitalized terms not defined herein shall have the same meaning as in the Standard Terms.
We require all Members to agree not to use the Site, and specifically prohibit any use of the Site, for any of the following purposes:
Posting, communicating or transmitting any material that infringes on any intellectual property, publicity or privacy right of another person or entity
Posting any information which is untrue, inaccurate or not your own
Engaging in conduct that would constitute a criminal offense or give rise to civil liability or otherwise violate any law or regulation
Attempting to interfere in any way with the Site’s or Ellie’s network security, or attempting to use the Site’s service to gain unauthorized access to any other computer system.
You are responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify us in the event of any unauthorized use of your account or other breach of security.
Membership, Modifications to the Service and Prices
Prices for our products or the Program are subject to change on a going-forward basis. We reserve the right at any time to modify or discontinue the Program (or any part or content thereof) with 30 day notice to existing active FFC members at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Program.