Terms

 

Shells Terms of Service

 

Please read these terms of service (the Terms”) carefully before using the website of Shells, Inc. (Shells”).  By accessing, browsing or using the website, you acknowledge that you have read, understood and agree to be bound by these Terms and to comply with all applicable laws and regulations, as well as the terms and conditions of Shells' Privacy Policy found on this website, in addition to all amendments and modifications (collectively referred to as the “Agreement").  Your right to access and use the Shells Website (defined below) is non-exclusive, non-transferable, non-sublicenseable, and fully revocable.  If you do not agree to the Terms, you are not authorized to use the website. These Terms govern your use of the website, any content (such as text, data, information, software, graphics or photographs) that Shells may make available through the website (collectively, Materials”) and any services that Shells may provide through the website (collectively, Services”).  The website, Materials and Services are referred to in these terms collectively as the Shells Website.”

You ("Client" or "Subscriber") (Shells and Client/Subscriber together known as "Parties") acknowledge that Shells nor any of its parent companies, constituents or affiliates will be held liable for any and all liability arising from your use of the Shells Website.  

NOTE: THE TERMS CONTAIN A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION IN "BINDING INDIVIDUAL ARBITRATION" SECTION THAT AFFECTS YOUR RIGHTS WITH RESPECT TO ANY "DISPUTE" (AS DEFINED BELOW) BETWEEN YOU AND SHELLS, ITS AFFILIATES, PARENTS OR SUBSIDIARIES (COLLECTIVELY, "SHELLS ENTITIES"). YOU HAVE A RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS AS DESCRIBED IN "BINDING INDIVIDUAL ARBITRATION" SECTION.

This is a legal agreement that includes clauses that gives you the right to settle a dispute out of court.

Subscriber affirms that they are more than eighteen (18) years of age, a valid legal entity, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with all of these terms contained herein.  If you are not an adult you must receive permission from a parent or legal guardian. If you are under the age of eighteen (18) years of age and between thirteen (13) and seventeen (17) years of age, then you must find a legal parent or guardian to purchase and activate this service for you. If you are unable to find a legal parent or guardian to purchase and activate this service for you or if you are under thirteen (13) years of age, you are not permitted to use this website or its services.

RESTRICTED USE

Shells grants Subscriber a limited, revocable, non-exclusive license to subscribe to an account to which Subscriber has access for Subscriber’s personal, private, commercial, non-transferable, limited uses solely as set forth herein and as set forth in any additional documentation and/or agreements applicable to the Services accessed by Subscriber.  All intellectual property rights on Shells Website are owned by Shells, Inc. and are protected by United States and International copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. Subscriber may not copy or download any content from the Shells Website unless expressly authorized to do so.  Subscriber agrees not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to Shells Website content. Subscriber’s rights are subject to compliance with these Terms of Service as well as any other agreements applicable to Shells. New or future services that may be offered by Shells will require a separate subscription or agreement. You are buying a license that gives you the right to use our service.

CHANGES TO THIS AGREEMENT

Client understands that the present Terms of Service are subject to changes made by Shells at any time at its sole discretion, and you agree to be bound by any and all modifications, changes and/or revisions.  You understand that it is your obligation to periodically review this webpage in order to account for any changes made, as they will be binding upon assent.

The terms and conditions of service herein apply to all users of Shells Website whether a 'visitor,' 'commercial user,' a 'subscriber,' or a 'client' and you are only authorized to use Shells Website if you agree to abide by all applicable federal and state laws and be legally bound by all of the terms of this Agreement.

CONDUCT

You agree to comply with all applicable laws and regulations in connection with use of this service.  You must also agree that you and any other user that you have provided access to will not engage in any of the following activities:

  • Sending or receiving unsolicited and/or commercial emails in violation of law, promotional materials, "junk mail," "spam," "chain letters," or "pyramid schemes";
  • Exploiting, possessing, producing, receiving, transporting, or distributing any illegal content, including but not limited to any sexually explicit depiction of children;
  • Uploading, possessing, receiving, transporting, or distributing any copyrighted, trademark, or patented content which you do not own or lack written consent or a license from the copyright owner (we will respond to takedown notices and removed any infringing content if that content is a copyright infringement);
  • Forging headers or otherwise manipulating e-mail identifiers in order to mask or mislead the origins of certain content;
  • Interfering with the service to any other user, client, host or network which reduces the quality of service for other clients and users;
  • Using the service to engage in Denial-of-service (“DOS”) attacks to any third-parties or to Shells;
  • Accessing data, systems or networks including attempts to probe scan or test for vulnerabilities of a system or network or to breach security or authentication measures without written consent from the owner of the system or network;
  • Transmitting any material (by email, uploading, posting, or otherwise) that abuses, bullies, threatens or encourages bodily harm, injury or destruction of property, defames one or more third parties, or promotes any act of cruelty to animals; or
  • Accessing the service to violate any laws at the local, state and federal level in the United States of America or the country/territory in which you reside.






EXPORT CONTROLS

The Shells Website is subject to all relevant United States export control laws and regulations.  Shells makes no representation that the Shells Website is appropriate or available for use in other locations outside the United States.  By using the Shells Website, you represent and warrant that: (i) you are not listed on the U.S. Commerce Department's Table of Denial Orders, the U.S. Treasury Department's lists of specially designated nationals, or otherwise denied the privilege of participating in transactions involving the export of U.S.-origin products and services; (ii) you are not located in a country that is subject to embargo by the United States (currently Cuba, Iraq, Libya, North Korea, Sudan, Syria, or the Taliban Occupied Part of Afghanistan); (iii) you are not engaged, directly or indirectly, in the design, development, production, stockpiling, or use of nuclear, chemical, or biological weapons or missiles; and (iv) you will not, without prior authorization from the Bureau of Export Administration, (a) knowingly re-export the technical data received from you to any destination or (b) export the direct product of the technical data, directly or indirectly, to a country listed in Country Group D:1 or E:2 in Supplement No. 1 to Part 740 of the Export Administration Regulations (Albania, Armenia, Azerbaijan, Belarus, Bulgaria, Cambodia, Cuba, Estonia, Georgia, Kazakhstan, Kyrgyzstan, Laos, Latvia, Libya, Lithuania, Macau, Moldova, Mongolia, North Korea, People's Republic of China, Romania, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, or Vietnam).

BREACH

Shells abides by a ZERO TOLERANCE policy relating to any activity which breaches or violates our terms and conditions.

We can terminate and disable your account if you break our rules.

Along with the ZERO TOLERANCE policy, Clients who materially breach the terms and conditions will have their account or a subscription removed without any refund. Additionally, Client understands that Shells expressly reserves the right to hold the Client or any third-party using the service on Client’s behalf responsible for any and all financial damages and losses which may be incurred arising out of said breach or breaches, including, but not limited to attorneys fees, fees for expert witnesses, court costs, and other charges.

Subscriber understands that Shells reserves the right in its sole discretion to enforce breaches of this Agreement. Failure to comply with the present Terms of Service constitutes a material breach of the Agreement, and may result in one or more of these following actions:

  • Issuance of a warning;
  • Immediate, temporary, or permanent revocation of access to Shells with no refund;
  • Independent legal action by Shells as a result of a breach; or
  • Disclosure of such information to law enforcement authorities as deemed reasonably necessary.

Shells reserves the right to take any other actions deemed necessary to enforce and protect its rights.  If you find that your Shells account or subscription has been suspended, then you may contact: helpdesk@shells.com.  

SERVICE LEVEL AGREEMENT

Service coverage, speeds, locations and quality are not guaranteed.  While Shells will make every attempt to maintain the Shells Website availability at all times, the Shells Website may be subject to unavailability for numerous reasons including maintenance, emergencies, third party service failures, transmission errors, equipment failures, network issues, interference, natural disaster, amongst other reasons.  Shells does not guarantee that data, messages, or packets will be delivered and shall not be held responsible in the event data, messages, or packets are lost, not delivered, delayed, misdirected or are otherwise inaccessible. Sometimes hardware malfunctions - we will do our best to have 100% uptime. Additionally, we may impose usage limits to our services, suspend or block services, or cancel any and all services at our sole discretion at any time.  Finally, we do not guarantee the accuracy and timeliness of any data received.

We make no guarantee that the Shells Website will be accessible at any time.  However, we will do our best to keep the service up and running for our beloved clients.





MULTIPLE ACCOUNTS

Multiple accounts may be purchased in bulk from Shells.  You understand that by purchasing multiple accounts in bulk from Shells, you may be eligible for a discount which will be reflected at the time of purchase.  Both the purchaser and the individual sub-account user is fully responsible for complying with all of these terms of service. At this time, you may not purchase any bulk account orders with different subscription lengths.  If you purchase multiple accounts in bulk from Shells, you must pay using a credit card. No other forms of payment are accepted for bulk account purchases. You understand that all new codes for all bulk account purchases shall be sent to you via email where they can then be redeemed and activated.

CLIENT RESPONSIBILITIES

As a client of Shells, you are responsible for:

  • Ensuring that subscriber connections to the Shells.com network are limited to no more than ten (10) simultaneous connections; 
  • Providing valid and accurate identifying information related to the user account and 
  • Liability for any use and/or abuse which occurs while you or any third-party is logged into the Shells Website with your account credentials.

FEES; CHARGEBACKS

You acknowledge that Shells reserves the right to create a subscription service through one or more third party merchants.  With each account you may have only one active subscription at a time. Payments will be charged on the day you sign up for service and will cover use of that service for the duration of one (1) month, six (6) months, one (1) year, or two (2) years depending on the service level plan.  A subscription plan is an automatic payment recurring based on the service plan. All accounts are offered as is at the time of purchase. Future services offered by Shells Website, Shells, Inc., or its partners may not be included with the cost of the subscription. You may cancel the subscription at anytime; the account will remain active for the remainder of your billing cycle.

Shells reserves the right to change the fees at anytime at its discretion.  Subscriber understands that Shells is not obligated to honor errors due to typos and is not responsible for misinformation provided on third party websites or affiliates.  Subscriber also understands that any gift-card based transactions for service are not subject to any reductions in price, discounts, promotional rates, or other lowered subscription rates.  If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. If you have questions about a payment made to us, we encourage you to contact Customer Care before filing a Chargeback.  We reserve our right to dispute any Chargeback.

APPLE AUTO-RENEWING SUBSCRIPTIONS TERMS AND CONDITIONS

Payment will be charged to your Apple ID account upon confirmation of purchase.  All subscriptions shall automatically renew unless the subscription is canceled by You at least twenty-four (24) hours before the end of the current subscription period.  Your Apple ID account will be charged for the subscription renewal within 24 hours prior to the end of the current subscription period. You can manage and cancel your active subscriptions with Apple by visiting your account settings on the App Store.

Certain Paid Subscriptions may offer a free trial prior to charging your payment method. If you decide to unsubscribe from a Paid Subscription before we start charging your payment method, you must cancel the subscription at least 24 hours before the free trial ends.

Free trials are only available to new users who have never signed up for a Shells account and are offered at our sole discretion.  If You attempt to sign up for more than one free trial, you will be immediately charged with the standard yearly Subscription Fee.

We reserve the right to revoke your free trial at any time.  Any unused portion of your free trial period shall be forfeited upon purchase of a subscription.

Signing up for a subscription constitutes acceptance of all of the Terms of Service.




CANCELLATION

You understand and agree that Shells shall maintain your email address after your subscription ends.  You may access the Client Control Panel to reactivate your subscription at any time.

REFUND POLICY

If you are less than 100% satisfied with the Shells Website, we will gladly refund your payment if the refund is requested within thirty (30) days from the date of the initial purchase and/or renewal.  Requests made after the 30 day purchase date window will be denied. If you have initiated the refund process under this Section, and you fail to provide requested verification information related to your account from Shells sent to your account e-mail address within (30) days from the date of the request sent by Shells, you understand that you are forfeiting the entire refund request and that you are not eligible for a refund under this Section.  You understand that if you purchase a new account within three (3) months of being issued a refund on a previous account purchase, you will not be eligible for a refund on that new account, even if you request one during or after the (30) day period.

If you are any less than 100% satisfied, we will refund you within thirty (30) days of your purchase.

In the event of a unauthorized chargeback, your account details shall be blacklisted.

If you are seeking a refund after paying for the Services via a cryptocurrency, then you must provide to Shells a wallet address for the refund to be credited.

You understand that by paying for Shells using cryptocurrency as a transaction method, you are using a payment means that is not backed by an official governmental entity or international financial institution, and that the payment system may be prone to large fluctuations in value in a short period of time.  The Parties agree that any refunds for transactions using a specific cryptocurrency will be assessed on the cryptocurrency’s exchange rate to USD at the time of the refund disbursement, and not at the time of the original transaction or refund request.

Due to limitations with 3rd party payment processors, certain accounts cannot be refunded by Shells directly.  Accounts purchased through the Apple Store, Giftcards or 3rd party deal sites, can only be refunded by the payment processor.

RIGHTS; TERMINATION AND EFFECT

Shells reserves the right to terminate and close your account at any given time without any given notice.  While Shells will, at its best interest, attempt to provide full and complete service to its users, this right is reserved for reasons which may arise at a later date.

Subscriber understands that Shells also reserves the right to scale back or throttle bandwidth originating from subscriber accounts that may breach the present Agreement or in the event of excessive usage on the Shells network.

Subscriber also understands that Shells for reasons beyond its control may shut down and terminate services.  If Shells ceases operations, subscribers will be notified with at least thirty (30) days advance notice. Subscribers will not be eligible for a pro-rated, partial, or complete refund in the event of a shut down.

Without limiting other remedies, Shells may immediately terminate or suspend your access to the Shells Website and remove any material (including User Content) from the Shells Website or our servers, in the event that You breach this Agreement. Notwithstanding the foregoing, we also reserve the right to terminate, limit or suspend your access to or use of the Shells Website at any time and for any reason or no reason.  

After any termination by You or Company: You understand and acknowledge that we will have no further obligation to provide or allow access to the Shells Website.  Upon termination, all licenses and other rights granted to You by this Agreement will immediately cease. Shells is not liable to You or any third party for termination of the Shells Website or termination of your use of the Shells Website.  UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION (INCLUDING ANY USER CONTENT OR OTHER USER SUBMISSIONS) THAT YOU HAVE SUBMITTED, POSTED, UPLOADED OR OTHERWISE MADE AVAILABLE ON THE SHELLS WEBSITE OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU.  Furthermore, except as may be required by applicable law, Shells will have no obligation to store or maintain any User Content or other information stored in our database related to your account or to forward any information to You or any third party.

Any suspension, termination or cancellation will not affect your obligations to Shells under this Agreement (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

WARRANTIES

Subscriber represents and warrants that all of the identifying information provided to Shells to use the Shells Website is accurate and current and you have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of you hereunder.

By entering into this Agreement, you are representing that the information you are providing or representing is truthful and not misleading and that you agree to respect and follow our Privacy Policy.

As a condition to using the Shells Website, you must agree to all of the terms of Shells’ Privacy Policy, and any modifications and/or updates.  You acknowledge and agree that the technical processing and transmission of the Shells Website may involve transmissions over various networks; and changes to conform and adapt to technical requirements of connecting networks or devices.  You further acknowledge and agree that other data collected and maintained by Shells with regard to its users may be disclosed in accordance with the Shells Privacy Policy.

WARRANTY DISCLAIMER

SUBSCRIBER UNDERSTANDS THAT THE SHELLS WEBSITE IS PROVIDED AS-IS. SUBSCRIBER AGREES THAT USE OF THE SHELLS WEBSITE SHALL BE AT YOUR SOLE RISK.  TO THE FULLEST EXTENT PERMITTED BY LAW, SHELLS, ITS AFFILIATES AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SHELLS WEBSITE AND YOUR USE THEREOF.  SHELLS MAKES NO WARRANTIES, EXPRESS, OR IMPLIED, NOR ANY REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SHELLS WEBSITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE SHELLS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SHELLS WEBSITE, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SHALLS WEBSITE AND/OR SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SHELLS WEBSITE BY ANY THIRD PARTY, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SHELLS WEBSITE.

SHELLS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SHELLS WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SHELLS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT SHELLS, INC. SHALL NOT BE LIABLE FOR DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

LIMITATION OF LIABILITY

IN NO EVENT SHALL SHELLS, NOR ANY AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY USE OF THE SHELLS WEBSITE SERVICE IN AN AREA OR COUNTRY WHICH PROHIBITS SUCH ACTIONS ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SHELLS WEBSITE, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SHELLS WEBSITE AND/OR SERVICE ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SHELLS WEBSITE BY ANY THIRD PARTY, AND/OR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PIA.COM WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SHELLS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT SHELLS, INC. SHALL NOT BE LIABLE FOR DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

INDEMNITY

Subscriber agrees to defend, indemnify and hold harmless Shells, Inc., its parent corporation and their respective, shareholders, members, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

  • your use of and access to the Shells Website;
  • your material breach of any term of these Terms of Service;
  • your violation of any third party right, including without limitation any copyright, patent, trademark, property, or privacy right; or
  • any claim that your use caused damage or injury to any third party.

This defense and indemnification obligation will survive these Terms of Service and your use of the Shells Website.

ARBITRATION 

Purpose.  The term "Dispute" means any dispute, claim, or controversy between you and Shells regarding these Terms or the use of the Shells Website, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this "BINDING INDIVIDUAL ARBITRATION" Section (with the exception of the enforceability of the Class Action Waiver clause below). "Dispute" is to be given the broadest possible meaning that will be enforced. If you have a Dispute with Shells or any company, subsidiary, parent, vendor associated with Shells that cannot be resolved through negotiation within the time frame described in the "Notice of Dispute" clause below, you and Shells that you have a Dispute with agree to seek resolution of the Dispute only through arbitration of that Dispute in accordance with the terms of this Section, and not litigate any Dispute in court, except for those matters listed in the Exclusions from Arbitration clause. Arbitration means that the Dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.

Disputes may be settled outside of court.

Exclusions from Arbitration. YOU AND SHELLS, INC. AGREE THAT ANY CLAIM FILED BY YOU OR BY SHELLS, INC. IN SMALL CLAIMS COURT ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION.

RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY SHELLS, INC. IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO 5555[_____________________], ATTN: LEGAL DEPARTMENT/ARBITRATION AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR SHELLS.COM ONLINE ID, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH SHELLS THROUGH ARBITRATION.

Notice of Dispute. IF YOU HAVE A DISPUTE WITH THE SHELLS WEBSITE, YOU MUST SEND WRITTEN NOTICE TO SHELLS, INC., 8550 W. CHARLESTON BLVD., UNIT 102 BOX 104, LAS VEGAS, NEVADA 89117, ATTN: LEGAL DEPARTMENT/ARBITRATION, ATTN: SHELLS, INC.: DISPUTE RESOLUTION" TO GIVE SHELLS, INC. THE OPPORTUNITY TO RESOLVE THE DISPUTE INFORMALLY THROUGH NEGOTIATION. You agree to negotiate resolution of the Dispute in good faith for no less than 60 days after you provide notice of the Dispute. If Shells does not resolve your Dispute within 60 days from receipt of notice of the Dispute, you or Shells, Inc. may pursue your claim in arbitration pursuant to the terms in this Section.

No class action lawsuits.

Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND SHELLS , INC. SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. THIS PROVISION DOES NOT PRECLUDE YOUR PARTICIPATION AS A MEMBER IN A CLASS ACTION FILED ON OR BEFORE AUGUST 20, 2011. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW.

Initiation of Arbitration Proceeding/Selection of Arbitrator. If you or Shells, Inc. elects to resolve your Dispute through arbitration, the party initiating the arbitration proceeding may initiate it with the American Arbitration Association ("AAA"), www.adr.org, or JAMS www.jamsadr.com. The terms of this Section govern in the event they conflict with the rules of the arbitration organization selected by the parties.

Arbitration Procedures. Because the software and/or service provided to you by Shells, you may have a Dispute with concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all Disputes. However, applicable federal or state law may also apply to the substance of any Disputes. For claims of less than $75,000, the AAA's Supplementary Procedures for Consumer-Related Disputes ("Supplementary Procedures") shall apply including the schedule of arbitration fees set forth in Section C-8 of the Supplementary Procedures; for claims over $75,000, the AAA's Commercial Arbitration Rules and relevant fee schedules for non-class action proceedings shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Further, if your claims do not exceed $75,000 and you provided notice to and negotiated in good faith with Shells as described above, if the arbitrator finds that you are the prevailing party in the arbitration, you may be entitled to recover reasonable attorneys' fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to Shells, Inc.. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be binding and final, excerpt for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

Location of Arbitration. You or Shells, Inc. may initiate arbitration in either Los Angeles County, California or the United States county in which you reside.  In the event that you select the county of your United States residence, Shells, Inc. may transfer the arbitration to Los Angeles, County in the event that it agrees to pay any additional fees or costs you incur as a result of the change in location as determined by the arbitrator.

ASSIGNMENT

The terms and conditions contained herein and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Shells, Inc. without restriction.

SEVERANCE

If any term, clause or provision of the Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.




CHOICE OF LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California, County of Los Angeles, without regard to conflicts of law principles. The sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to this Agreement shall be in an appropriate state or federal court located in the State of California, County of Los Angeles.  You hereby submit to the jurisdiction and venue of said Courts. You consent to service of process in any legal proceeding.

You are agreeing that California law will apply and that any dispute must be litigated in California.  

If Subscriber agrees to all of the foregoing terms and conditions, Subscriber may gain access to and use the Shells Website.