E Shells, Inc.
Platforms Terms and Conditions of Use

Last Revised: April 27, 2021

The website located at https://www.shells.com/l/en-US/ (the “Website”), along with the E Shells desktop cloud system (the “Application,” and together with the Website, the “Platforms”) is published, owned, and operated by E Shells, Inc. (collectively with its subsidiaries, affiliates and related entities “Shells,” “Company,” “we,” “us,” and “our”). These Terms of Use (the “Terms”) govern your access to and use of the Platforms.

By accessing, browsing, submitting information to and/or using the Platforms, you agree and acknowledge on your own behalf (referred to throughout the Terms as “you”) that you have read, understand, and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax, and tariff laws, regulations, and/or directives. If you do not agree to these Terms, please do not use the Platforms.

Purpose of the Platforms. The Platforms are provided solely for informational purposes and the purposes of providing cloud-based computer services to you between you and Shells. The information provided is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to our products and services.

We do not warrant the accuracy, completeness, or usefulness of this information at any particular time. Any reliance you place on such information is strictly at your own risk. Shells disclaims all liability and responsibility arising from any reliance placed on such content by you or any other visitor to our Platforms, or by anyone who may be informed of any of its contents. Any information you provide or that is collected by Shells through the Platforms shall be handled in accordance with the Platforms’ Privacy Policy, which is hereby incorporated by reference.

Use of the Platforms. Shells grants you a non-exclusive right to access and use the Platforms and the data, material, content, or information herein (collectively, the “Content”) solely for your use subject to these Terms.

You agree to use the Platforms only for lawful purposes, comply with all rules governing any transactions on and through the Platforms and comply with applicable laws. Shells shall not be liable for any activity you conduct using the Platforms.

User Account Responsibility. If you are given or create a password to access the Platforms, you are responsible for maintaining the confidentiality of your account and your password. You are responsible for all activities that occur under your account and you agree to notify Shells immediately of any unauthorized use of your account. Shells is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password.

Prohibited Uses. You agree that you will not:

• Use the Platforms in any manner that could damage, disable, overburden, or impair the Platforms or interfere with any other party’s use and enjoyment of them/it;

• Attempt to gain unauthorized access to any Platforms’ account, computer systems, or networks associated with Shells or the Platforms;

• Obtain or attempt to obtain any materials or information through the Platforms by any means not intentionally made available or provided by Shells;

• Use any robot, spider, or other automatic device, process or means to access the Platforms for any purpose, including monitoring or copying any of the material on the Platforms;

• Engage in conduct violating the rules and conventions of any domain registrar, email service, bulletin board, chat group, or forum used in conjunction with the Platforms or Shells network (including using false, misleading, or deceptive TCP-IP packet header information in an email or newsgroup posting)

• Use the Platforms in any way to engage in, foster, solicit, or promote illegal, abusive, or irresponsible behavior;

• Distributing advertisement delivery software unless the user affirmatively consents to download and installation based on clear and conspicuous notice of the nature of the software, and can easily remove software using standard tools included on major operating systems;

• Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;

• Use the Platforms’ to engage in conduct creating a risk to safety or healthy, national security, or law enforcement;

• Use the Platforms to conduct gaming activity in violation of applicable codes of practice, required licenses, or technical standards;

• Engage in conduct likely to result in retaliation or adverse action against Shells or its services, network, website, or representatives/agents (such as conduct resulting in listing Shells intellectual property space on an abuse database);

• Attempt to test the vulnerability of a Shells system or network;

• Attempt to breach Shells security measures by any means (although, you may conduct vulnerability testing of your hosted system with Shells’ prior explicit written consent);

• Attack the Platforms via a denial-of-service attack or a distributed denial-of-service attack; or

• Impersonate or attempt to impersonate Shells, a Shells employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

You shall not, in any circumstance, use the Platforms in any situation where failure or fault of the Platforms could lead to death or serious bodily injury to any person, or to physical or environmental damage (including, without limitation, in connection with aircraft or other modes of human mass transportation or nuclear or chemical facilities). You shall be responsible for ensuring that Platforms are not used in violation of export laws, controls, regulations, or sanction policies of your applicable jurisdiction. You shall ensure Platforms are not used by any person or entity suspected of involvement or affiliation with those involved in activities or causes relating to:

• Human trafficking;

• Illegal gambling;

• Terrorism;

• Narcotics trafficking;

• Arms trafficking; or

• Proliferation, development, design, manufacture, production, stockpiling, or use of nuclear, chemical, or biological weapons, weapons of mass destruction, or any other tool or device capable of causing serious bodily injury.

In addition, you agree to not be abusive or offensive to Shells representatives or agents. You shall not publish, transmit, or store on or via the Platforms any Content or links to material that Shells reasonably believes relates in any manner to child pornography, bestiality, non-consensual sex acts, or live sex acts; or is excessively violent, incites or threatens violence, contains harassing content or hate speech, violates a person’s privacy, is malicious, or morally repugnant.

YOUR ENGAGEMENT OR SUSPECTED ENGAGEMENT IN ANY PROHIBITED ACTIVITY, TO BE DETERMINED EXCLUSIVELY AT DISCRETION OF SHELLS, SHALL RESULT IN SHELLS’S IMMEDIATE TERMINATION OF YOUR ACCESS AND USE OF THE PLATFORMS.

Zero Tolerance Policy. Shells abides by a ZERO TOLERANCE policy relating to any activity which breaches or violates our Terms. We can terminate and restrict your account if you violate any provision of these Terms. If you materially breach the Terms, you will have your account or a subscription removed without any refund. Additionally, you acknowledge and agree that Shells expressly reserves the right to hold you or any third-party using the Platforms on your 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. You understand that we reserve the right, in our sole discretion, to enforce breaches of these Terms. Shells reserves the right to take any actions deemed necessary to enforce and protect its rights. If you find that your Platforms’ account or subscription has been suspended, you may send an inquiry to [email protected].

Third-party Websites. The Platforms may contain links to websites controlled or operated by persons and companies other than Shells (“Linked Sites”). Linked Sites are not under the control of Shells, and Shells is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. Shells is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site. Shells is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Shells of the website or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings with third parties who support Shells or are identified in the Platforms, including any delivery of and payment for goods and services.

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 the Platforms and will cover use of the Platforms for the duration of one (1) month or one (1) year plan, depending on the service level plan (a summary of which can be found at https://www.shells.com/l/en-US/pricing. A subscription plan is an automatic payment recurring based on the service plan selected. All accounts are offered as is at the time of purchase. Future services offered by Shells or its partners may not be included with the cost of the subscription. You may cancel the subscription at any time; the account will remain active for the remainder of your billing cycle.

Shells reserves the right to change the fees at any time at its discretion. You acknowledge and agree that Shells is not obligated to honor errors due to typos and is not responsible for misinformation provided on third party websites or affiliates. You also understand 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 Shells to decline, chargeback, or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your account with the Platforms. If you have questions about a payment made to us, we encourage you to contact [email protected] before filing a Chargeback. We reserve our right to dispute any Chargeback. In the event of an unauthorized Chargeback, your account details shall be blacklisted by Shells.

Cancellation and Refund Policy. You acknowledge 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.

If you are not satisfied with the Platforms, we may provide a prorated refund for the current billing cycle only, at the monthly rate, if the refund is requested within seven (7) days from the date of the initial purchase and/or renewal. Requests made after the seven (7) day purchase date window will be denied. 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 on during or after the seven (7) day period.

Payments via Cryptocurrency. If you are seeking a refund after paying for the Platforms via cryptocurrency, then you must provide to Shells a wallet address for the refund to be credited. You acknowledge, understand, and agree that by paying 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. You 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 third-party payment processors, certain accounts cannot be refunded by Shells directly. Accounts purchased through gift cards or third-party deal sites can only be refunded by the payment processor.

Domain Names, IP Address, and DNS Records. You are solely responsible for maintaining valid information with your domain name registrar for any domain hosted on Shells network, and only use IP addresses assigned to you by Shells in connection with the Platforms. You agree Shells may, at its sole discretion, modify, transfer, or delete any DNS record or zone on Shells manage or operated DNS services or services upon request from the registrant or administrative contact according to the registrar’s WHOIS system.

Mail Requirements. For bulk or commercial electronic mail sent by or on behalf of your use of the Platforms, or from any network that directly or indirectly refers recipients to a site hosted using the Platforms (including using third party distribution lists), you shall be solely responsible for:

• Posting a privacy policy and terms of service for each associated domain;

• Posting an email address for complaints in a conspicuous place on any associated website or application;

• Promptly responding to messages sent to the email address identified above and having a means to track anonymous complaints;

• Obtaining affirmative consent to receive email from intended recipients using reasonable means to verify ownership of the email address;

• Honoring applicable requests, and likewise notifying recipients, of consent revocation and evidence of such revocation within seventy-two (72) hours of receipt or Shells request; and

• Including the recipients email address in the body or “TO” line.

Cooperation with Investigations. You agree Shells may permit a relevant authority to inspect your content or traffic if Shells is legally required to do so, provided Shells gives you reasonable prior notice (where permitted by applicable law and regulation). Shells may report to appropriate authorities any conduct you commit that Shells believes violates applicable law without prior notice to you (including providing any information about you, your users, or traffic). Shells may cooperate in response to a formal request from a law enforcement or regulatory agency investigating conduct Shells believes violates applicable law, or in a civil action that on its face meets the requirements for such a request.

Intellectual Property Notices. The Platforms and Content are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the Platforms or Content in any manner, except as expressly permitted by Shells in these Terms. The Platforms or Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of Shells or the applicable owner.

Your Content. Any Content you create or own or to which you have a license and use on the Platforms is Your Content. In sharing Your Content on the Platforms, you warrant and represent you have the legal right to use Your Content and grant Shells the right to access, host and transmit Your Content in providing any Platforms’ services as described in these Terms and in any posted policies on the Platforms. The Platforms’ services may also provide you with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates, and searching. These and other features may require Shells systems to access, store, and scan Your Content. You may also be able to share Your Content with others, so please think carefully about what you share.

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Platforms. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, Shells or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.

Trademark Notification. We take claims of trademark infringement seriously. If you are a trademark owner who believes the material being hosted by Shells violates your trademark rights, you can send a notification of alleged infringement. To do so, please send a notice to the designated agent below that includes all of the following information:

(i) a physical or electronic signature of a person authorized to act on behalf of the owner of the trademark that has been allegedly infringed;

(ii) identification of the trademark that is being infringed. If this is a registered trademark, you should include the registration information; otherwise, if it is not a registered trademark, please provide a description or a copy of the trademark at issue;

(iii) identification of the material you believe is infringing your trademark. This should include the URL where such material may be found (if one exists), and any other information (including IP address) that will enable us to locate that material;

(iv) your contact information, including address, telephone number, and email address;

(v) a statement that you have a good faith believe that the material is not authorized by the trademark owner, its agent, or the law; and

(vi) a statement made under penalty of perjury that the information provided is accurate and that the notifying party is authorized to make the complaint on behalf of the trademark owner.

Shells will review your notice for accuracy, validity, and completeness. If we find that it satisfies these requirements, we will forward the notice to the individual or user associated with the allegedly infringing material. Please contact:

Alex Lee
5900 Wilshire Blvd., Unit 2110
Los Angeles, CA 90036

[email protected]

Digital Millennium Copyright Act Compliance.

Notification. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringes your copyright, you may request removal of those materials (or access to them) from the Platforms by submitting written notification to our copyright agent (designated below).  In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

(i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the service are covered by a single notification, a representative list of such works from the service;

(iii) 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 Shells to locate the material;

(iv) information reasonably sufficient to permit Shells to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;

(v) 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;

(vi) a statement that the information in the notification is accurate; and

(vii) 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.  If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Upon removing any allegedly infringing material, Shells will notify the alleged infringer of such takedown.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages (including costs and attorneys’ fees) incurred by a service provider injured by such misrepresentation.

Counter Notification. If you elect to send our copyright agent a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or See 17 U.S.C. Section 512(g)(3) to confirm these requirements):

(i) a physical or electronic signature;

(ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(iii) a statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

(iv) adequate information by which we can contact you, including your name, address, and telephone number; and

(v) a statement that the subscriber consents to the jurisdiction of a federal district court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which Shells may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) business days of receiving the copy of your counter notice. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability for damages (including costs and attorneys’ fees) incurred by a service provider injured by such misrepresentation.

Shells’ designated copyright agent or authorized official to receive notifications and counter-notifications of claimed infringement is:

Alex Lee
5900 Wilshire Blvd., Unit 2110
Los Angeles, CA 90036
[email protected]

A summary of the DMCA can be obtained from the U.S. Copyright Office.

International Users. We make no claims that the Platforms or any of its contents are accessible or appropriate outside of the United States. Access to the Platforms may not be legal by certain persons or in certain countries.

Disclaimer. ALL INFORMATION OR SERVICES PROVIDED BY SHELLS TO YOU VIA THE PLATFORMS, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. SHELLS AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, SHELLS AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE PLATFORM OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE PLATFORMS. YOU SPECIFICALLY ACKNOWLEDGE THAT SHELLS AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE PLATFORMS AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER SHELLS NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT, OR COVENANT THAT THE PLATFORM WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE. SHELLS FURTHER MAKES NO WARRANTY THAT THE PLATFORMS WILL BE FREE OF VIRUSES, WORMS, OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORMS IS AT YOUR SOLE RISK AND THAT SHELLS, ITS AFFILIATES, AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE PLATFORMS OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST SHELLS FOR DISSATISFACTION WITH THE PLATFORMS OR THE CONTENT IS TO CEASE YOUR USE OF THE PLATFORMS AND/OR THE CONTENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.

Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL SHELLS OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE PLATFORMS, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE PLATFORMS OR ANY HYPERLINKED PLATFORMS, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE PLATFORMS, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF SHELLS OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE PLATFORMS SUBJECT TO THESE TERMS, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”

ANY DISPUTE RESOLUTIONS 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 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 FILE DON OR BEFORE AUGUST 20, 20211. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW.

Indemnity. You agree to defend, indemnify, and hold harmless Shells and its affiliates, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Platforms, including, but not limited to, any use of the Platforms’ Content, services, or products other than as expressly authorized in these Terms or your use of any information obtained from the Platforms.

Termination and Restriction of Access. In its sole discretion, Shells may terminate or suspend your access to the Platforms for breach of these Terms (including breaches resulting from unintentional failure to use reasonable security safeguards, or as a result of activity occurring without your authorization). Shells, in its sole discretion, may block any content or traffic to or from the Platforms, suspend your use and access to the Platforms, or terminate your use and access to the Platforms. No credit shall be available under any service level agreement (if applicable and separately negotiated between you and Shells) for interruptions of service resulting from breach of these Terms. In the event of termination or restriction of access, you shall still be responsible for any payment outstanding until the next applicable pay period. Shells shall not be liable for any losses or damages arising from any such termination of service.

Arbitration. At its sole discretion, Shells may require you to submit any disputes arising from the use of the Platforms, or breach of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Nevada law. By using the Platforms, you hereby consent to the submission of any dispute to be final and binding arbitration.

Limitation on Time to File Claims. Any cause of action or claim you may have arising out of or relating to these Terms or the Platforms must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

Governing Law & Jurisdiction. These Terms are governed by the laws of the State of Nevada, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in Clark County, Nevada, U.S.A. in all disputes arising out of or relating to the use of the Platforms.

Changes to these Terms. Shells may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by Shells. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Platforms after any such change is communicated shall constitute your consent to such change(s).

General. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Shells as a result of these Terms or use of the Platforms. You may not assign these Terms without the prior written consent of Shells in all instances. Shells may assign these Terms, in whole or in part, at any time. Shells’ performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Shells’ right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Platforms or information provided to or gathered by Shells with respect to such use.

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.

These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and Shells with respect to the Platforms, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Shells. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Shells Contact Information

Questions can be directed to Shells at [email protected]

5900 Wilshire Blvd., Unit 2110
Los Angeles, CA 90036