IL MAKIAGE® - Terms and Conditions
Last Revised: January 1^st, 2026

IMPORTANT NOTICE: THESE TERMS AND CONDITIONS ARE SUBJECT TO A BINDING ARBITRATION AND CLASS ACTION/JURY WAIVER, AS DETAILED IN SECTION VII. BELOW. YOU AGREE THAT ANY CLAIM OR DISPUTE AT LAW OR EQUITY THAT HAS ARISEN OR MAY ARISE PURSUANT TO THESE TERMS AND CONDITIONS OR THE ACCESS OR USE OF THE SERVICES, AS DEFINED BELOW, WILL BE RESOLVED IN ACCORDANCE WITH SECTION VII. BELOW. THIS SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS - PLEASE READ THIS SECTION CAREFULLY.

Introduction

These Terms and Conditions ("Terms and Conditions") constitute a binding legal agreement between Oddity Global Ltd., doing business as "IL MAKIAGE " or "IM PRO", including its affiliates, which shall mean subsidiaries, parent companies, joint ventures and other corporate entities under common ownership (collectively, “IL MAKIAGE®”, “we”, “us”, or “our”) and you (“you” or “your”, “Customer”). 

If you use the Services (as defined below) on behalf of a company or other entity then “you”, “Customer” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms and Conditions, and (b) you agree to these Terms and Conditions on such entity's behalf.

These Terms and Conditions govern your use of our products, samples, tools, subscription programs and any related features we operate ("Offering(s)") which are made available through the following platforms: 

• The website located at www.ilmakiage.com, and any other iterations or subdomains of the website;
• Mobile applications; and 
• Social media accounts operated by us to provide the Offerings (the "Sites" and together with the Offerings, the “Services”).

These Terms and Conditions apply to Customers visiting the Services from all locations without dedicated IL MAKIAGE® terms and conditions and websites (the "Territory"). Dedicated IL MAKIAGE® websites are not governed by these Terms and Conditions and are instead governed by the terms and conditions located on such dedicated websites as may be established from time to time. Dedicated terms and conditions include, but are not limited to:

• The IL MAKIAGE® Israel dedicated terms and conditions (on ilmakiage.co.il); 
• The IL MAKIAGE® EU and UK dedicated terms and conditions (on EU websites, including, without limitation, www.ilmakiage.com/uk), except for the special territories within the EU with dedicated terms and conditions:
• The IL MAKIAGE® Germany and Austria dedicated terms and conditions (on www.ilmakiage.com/de);
• The IL MAKIAGE® France dedicated terms and conditions (on www.ilmakiage.com/fr);
• The IL MAKIAGE® Italy dedicated terms and conditions (on www.ilmakiage.com/it);
• The IL MAKIAGE® Spain dedicated terms and conditions (on www.ilmakiage.com/es);
• The IL MAKIAGE® Europe (Netherlands, Ireland & Finland) dedicated terms and conditions (on www.ilmakiage.com/eu);
• The IL MAKIAGE® Sweden dedicated website (on www.ilmakiage.com/se); and
• The IL MAKIAGE® Denmark dedicated website (on www.ilmakiage.com/DK).

We engage certain affiliated entities inside our group, including, but not limited to, IM Pro Makeup NY LP, a US-based entity, which acts as an authorized payment agent solely on behalf of Oddity Global Ltd., for the purpose of processing payments and related billing operations. By using the Services, you consent to charges of the Payment Method (defined below) you submit or maintain on file being processed by this entity. The descriptor on your statement may reference these entities or our brand, as indicated at checkout.

If you are under eighteen (18) years of age (or the legal age of majority in your jurisdiction, if greater than eighteen (18)), you may not, under any circumstances, procure any Offering or enter into the Sites or Services, or provide personal information to us for any purpose, except through your legal guardian under applicable law once your legal guardian has reviewed and agreed to these Terms and Conditions in their entirety. The Services are not directed to children under thirteen (13) years of age. IF YOU ARE UNDER 13, YOU MAY NOT ACCESS AND/OR USE THE AND/OR THE OFFERINGS. By accessing or using the Services, you represent and warrant that you meet all of these requirements and the ones listed below.

Your access to the Services is also subject to our Privacy Policy and other terms and policies which you may find throughout our Sites, all of which are deemed a part of and included within these Terms and Conditions.

By accessing or using the Services, you acknowledge that you have read, understand, and agree, without limitation or qualification, to be bound by the Terms and Conditions. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES.

TABLE OF CONTENTS

I. General
II. Purchases
         A. Prices and Payment
             (i) General
             (ii) Discounts
             (iii) Free Shipping
             (iv) Changes and Pricing
         B. Use Restrictions
         C. Billing
             (i) General
             (ii) Auto-Replenishment
             (iii) Try Before You Buy
             (iv) Prepaid Annual Plan
         D. Order Acceptance; Shipping
         E. Returns
III. Intellectual Property
         A. Ownership
         B. Ownership of Feedback
         C. Limited License; Use Restrictions
IV. Account Creation and User Content
         A. Your Account
         B. User Content
         C. Deletion of User Content
         D. Photo Data
V. Third-Party Information
         A. Third-Party Links
         B. Copyright Infringement Notices
         C. Disclaimer of Warranties
         D. Accuracy of Information
         E. Limitations of Liability
         F. Indemnification
VII. Arbitration and Class Action/Jury Waiver
         A. Mandatory individual Arbitration
         B. Class Action / Jury Trial Waiver
         C. Arbitration Opt-Out Procedures
         D. Rules and Governing Law of Arbitration
         E. Severability & Survival
         F. Non-Arbitral Disputes Governing Law & Mandatory Forum Selection
         G. Provisions for Canadian Residents
         H. Provisions for Australian Residents
VIII. Other Provisions
         A. SMS Messaging and Phone Calls
         B. Consent to Receive Notices Electronically by Posting on the Services and Via Email
         C. Special Features, Functionality and Events
         D. Updating These Terms and Conditions
         E. Termination of License and Your Account
         F. Injunctive Relief
         G. California Residents
         H. Export Laws
         I. Governing Law and Jurisdiction
         J. Miscellaneous
         K. How to Contact Us

I. General

You acknowledge and agree that the Terms and Conditions constitute a complete and exclusive agreement between you and us, concerning your access or use of the Services and supersede and govern all prior proposals, agreements or other communications. We reserve the right, in our sole discretion, to change these Terms and Conditions at any time by posting the changes on the Services or providing notice of such changes. Any changes to these Terms and Conditions are effective immediately upon posting to the Services. Your continued use of the Services thereafter constitutes your agreement to all such changed Terms and Conditions and if you do not agree with any of the changes or modifications, you must immediately cease using the Services. 

By accessing or using the Services, you agree that you will comply with the Terms and Conditions and any warnings or instructions on the Services. You agree that when accessing or using the Services, you will act in accordance with all applicable laws, customs and in good faith. You may not make any change or alteration to the Services and may not impair in any way the integrity or operation of the Services. Without limiting the generality of any other provision of the Terms and Conditions, if you default negligently or willfully in any of the obligations set forth in the Terms and Conditions, you shall be liable for all the losses and damages that this may cause to us, our parents, subsidiaries, affiliates, partners or licensors. 

We comply with all applicable United States federal and state laws governing automatic renewal, recurring billing and negative-option programs. Before you complete enrolment in any subscription-based program, including Auto-Replenishment or Prepaid Annual Plan (as defined below), you will be clearly shown: (a) the recurring nature of the charges; (b) the amount and frequency of payments; (c) how to cancel; and (d) that charges will continue until you cancel. By enrolling, you acknowledge that the recurring charge amount, billing frequency, next billing date, and cancellation method were clearly presented to you immediately before checkout, and that you provided express consent to recurring charges. 

II. Purchases

A. Prices and Payment
(i) General

You can purchase our Offerings via the Sites by completing the applicable purchase form and providing the requisite billing information. You acknowledge and agree that all such billing information that you provide is accurate, current and complete. By purchasing any Offerings via the Services, you confirm you understand the function of such product and/or service as set forth on the Services and intend to use it only for such purpose. 

Please note that the availability of certain Offerings may vary depending on your Territory and is subject to applicable local requirements.

When you purchase Offerings, you authorize your credit card, debit card and/or any other payment option provided by you, as permitted by IL MAKIAGE® in its sole discretion (collectively, “Payment Method”) on the form or updated at a later date to be charged the applicable amount during the stated timeframe. You represent and warrant that you have the legal right to use the Payment Method you provide to us or our payment processor. Prices do not include applicable taxes and are listed in USD, except as required by law. If you reside in Australia, prices include 10% GST and are listed in AUD. 

We reserve the right, with or without prior notice and in our sole and complete discretion, to (a) discontinue, modify, or limit the available quantity of any Offerings, and (b) refuse to allow any user to purchase any Offerings or deliver such Offerings to a user or a user-designated address. When you purchase Offerings, you (a) agree to pay the price for such Offerings as set forth on the Services, and all shipping and handling charges and all applicable taxes in connection with your purchase and authorize us to charge the provided Payment Method for the full purchase amount. OTHER THAN AS EXPRESSLY SET FORTH HEREIN TO THE CONTRARY, ALL SALES OF OFFERINGS ARE FINAL AND NON-REFUNDABLE.

(ii) Discounts

IL MAKIAGE® may offer, in our sole discretion, reduced and/or sale pricing, e-gift codes, free products, discounts for Auto-Replenishment (as defined below), first-time or other types of orders, and/or other promotions from time-to-time (“Promotions”). We reserve the right to terminate any Promotion at any time. Unless superseded by a Promotion’s explicit terms, Promotions (a) apply to online orders only, (b) cannot be combined with other Promotions, and (c) do not apply to sale items, promotional kits, Try Before You Buy orders (as applicable in certain Territories), products recommended through our quizzes, shipping charges and taxes. Discounts that are restricted to your first-time orders are limited to the first order from a unique account using a unique payment method with delivery to a unique address and cannot be reused if you return your first purchase.

(iii) Free Shipping

Auto-Replenishment orders (as defined below) and any order for which you make a USD $50 (for Australia residents – AUD $85) or greater payment, excluding Promotions, shipped to addresses within the fifty states of the United States and Australia, as applicable, qualify for free standard shipping. 

(iv) Changes and Pricing

We may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any Offerings displayed on the Sites. While we attempt to be as accurate as we can in our descriptions for the Offerings, we do not warrant that the Offering descriptions are accurate, complete, reliable, current, or error-free. If an Offering itself is not as described on the Sites, your sole remedy is to return it (for physical products, in unused condition). 

The inclusion of any Offerings for purchase through the Sites at a particular time does not imply or warrant that the Offerings will be available at any other time. We reserve the right to change prices for Offerings displayed on the Sites at any time, and to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes shall be effective immediately upon posting of such new Offering prices to the Sites and/or upon making the customer aware of the pricing error. 

If we change the price of your subscription products (including the Auto-Replenishment plan and Pre-Paid Annual plan) or the billing interval, we will notify you in advance of the next billing cycle. If you do not wish to continue at the new price, you may cancel before that the next billing without penalty. We may suspend, modify or cancel your subscription at any time for product availability, payment failure, pricing errors, suspected fraud or other lawful reasons. If we cancel before shipment, you will not be charged, and any prepaid amounts will be refunded.

B. Use Restrictions

The Offerings are only for your personal use and/or use in providing professional services. You may not commercially sell or resell any of the Offerings that you purchase or otherwise receive from us. We reserve the right, with or without notice, to cancel or reduce the quantity of any order to be filled or Offerings to be provided to you that we believe, in our sole discretion, may result in violation of our Terms and Conditions. We may impose quantity limits per order, per account, per payment method, or otherwise as we deem appropriate.

II. Billing
(i) General

Failure to use the Offerings does not constitute a basis for refusing to pay any of the associated charges. Subject to these Terms and Conditions, you agree to be bound by the billing provisions of IL MAKIAGE® in effect at any given time. Upon reasonable prior written notice to you (with e-mail sufficing), IL MAKIAGE® reserves the right to change its billing provisions whenever necessary, in its sole discretion or as permitted by applicable law. Continued use of the Services and/or purchase of Offerings after receipt of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the billing provisions shall not apply to any charges incurred prior to the applicable amendment or modification. 

IL MAKIAGE®’s authorization to provide and bill for the Offerings is obtained by way of your electronic signature or, where applicable, via physical signature and/or voice affirmation. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. IL MAKIAGE®’s reliance upon your electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively, and to the extent applicable in your Territory. Both laws specifically preempt all state laws that recognize only paper and handwritten signatures.

The risk of loss and title for the Offerings purchased by you passes to you upon delivery of the products to our designated carrier, but we reserve the right to remedy user issues and concerns with our designated carriers on a case-by-case basis. 

(ii) Auto-Replenishment

You may purchase certain Offerings from selected countries within the Territory using our “Auto-Replenishment” subscription option as made available by and through the Services. In connection with an Auto-Replenishment subscription, you may select the quantity and frequency of the ordered products, subject to the options made available by IL MAKIAGE®. Your selection of an Auto-Replenishment subscription, while it remains active, serves as your authorization for IL MAKIAGE® to make recurring charges based on the quantity and price of the Offerings you select for Auto-Replenishment, plus tax and any applicable shipping charges, to your selected Payment Method for each shipment. Your selection of an Auto-Replenishment subscription serves as your authorization for IL MAKIAGE® to create, with the information that you provide during enrollment and may have provided earlier, an account on your behalf from where you can manage your subscription. The condition of enrollment in the Auto-Replenishment subscription program is to keep a valid credit card on file in your account. The actual cost of each shipment may vary depending upon applicable taxes, your chosen product quantity, and your chosen frequency and method of delivery. These recurring fees will be charged upon shipment of the subject Offering order. You acknowledge and agree that IL MAKIAGE® does not need to obtain any additional authorization from you for the recurring charges. On any date your Auto-Replenishment subscription is expected to be on the next ship, IL MAKIAGE® is authorized to charge your Payment Method and to have the fees applied to the same. We reserve the right to cancel an Auto-Replenishment subscription at any time, in our sole discretion.

You can modify or cancel any Auto-Replenishment order up to 24 hours before that order ships. We will send a reminder email prior to each Auto-Replenishment shipment. The email will include the scheduled shipment date and a link to cancel or modify your subscription. If you cancel or modify within 24 hours of shipment or afterwards, that order will not be cancelled or modified. To (a) modify or cancel an order, (b) update your shipping address, billing information, Payment Method, etc. associated with your account, and/or (c) cancel the Auto-Replenishment subscription, please go to www.ilmakiage.com, log into your account by clicking the “LOGIN” button at the upper right corner, and from within “MY ACCOUNT” select the “MY AUTO-REPLENISHMENTS” tab. You can also cancel your Auto-Replenishment subscription by following the link at each notification email we send to you prior to shipment of your next order. Cancellation will take effect immediately. Your Auto-Replenishment orders may be shipped slightly earlier or later than the originally selected cadence, depending on the day of the week and product availability. If you have any issues with your Auto-Replenishment subscription or order, please contact our customer support team at: [email protected]; for users located in Australia: please contact us at [email protected]. 

(iii) Try Before You Buy

Depending on your Territory, you may purchase certain products using our “Try Before You Buy” option as made available by and through the Services. By placing a Try Before You Buy order, you authorize us to charge your Payment Method immediately for a nonrefundable original shipping fee and to charge the full price of any or all products for which you do not initiate a return or exchange from our returns portal located here during the fourteen (14) days after the date of delivery provided by the carrier, or during any alternative period as communicated to you in writing (such time period, the “Trial Period”). You acknowledge and agree that IL MAKIAGE® may keep your credit card on file for the Trial Period and does not need to obtain any additional authorization from you to charge for products not returned during the Trial Period. Products charged after the Trial Period are not eligible for a refund. Your Payment Method may be subject to preauthorization, a temporary hold, for the full purchase price of your Try Before You Buy order, which may reduce the available balance or credit limit of your Payment Method for the duration of the temporary hold. An Auto-Replenishment subscription selected with a Try Before You Buy product that is returned during the Trial Period will be automatically canceled.

Subject to product availability, a Try Before You Buy order (a) may only contain up to three (3) products (i) offered upon completion of a qualifying quiz or (ii) from a single “Look,” i.e., the collection of products featured in a qualifying tutorial on the Services; (b) is only available for your first purchase of an applicable product; (c) eligible for only up to two returns and/or exchanges; (d) must be placed separately from other methods of purchase; and (e) are only available for deliveries to and returns from the U.S., Canada and Australia.

(iv) Prepaid Annual Plan

You may purchase certain offerings from selected countries within the Territory using our Prepaid Annual Plan subscription option (the “Prepaid Annual Plan”), as made available by and through the Services. Your selection of the Prepaid Annual Plan allows you to prepay for one (1) year supply of Auto-Replenishment products at a discounted price (as indicated on the Services on the applicable date). Once you elect to sign up for the Prepaid Annual Plan, you will be charged for the total Prepaid Annual Plan price, which is calculated based on the quantity of prepaid products and their prices, including taxes and the applicable Prepaid Annual Plan discount. You may choose to sign up for the Prepaid Annual Plan for several different products at the same time. The quantity of prepaid products is calculated by dividing twelve (12) months by your selected auto-replenishment frequency for each product (e.g., if your selected Auto-Replenishment is every three (3) months, your Prepaid Annual Plan will comprise four (4) prepaid items).

When the prepaid auto-replenishment product ships, you will not be charged again for any prepaid products previously paid for as part of the Prepaid Annual Plan. However, if an auto-replenishment order contains both prepaid and non-prepaid products, you will be charged for the non-prepaid products. 

Your selection of a “Prepaid Annual Plan” serves as your authorization for IL MAKIAGE® to create, with the information that you provide during enrollment or may have provided earlier, an account on your behalf from where you can manage your subscription and renewal preferences at any time. A condition of enrollment in the “Prepaid Annual Plan” is keeping a valid credit card on file in your account. You acknowledge and agree that IL MAKIAGE® does not need to obtain any additional authorization from you for recurring renewal charges under the “Prepaid Annual Plan”. On any date your ”Prepaid Annual Plan” auto-renews, IL MAKIAGE® is authorized to charge your Payment Method and to have the fees applied to the same. We reserve the right to cancel a “Prepaid Annual Plan" at any time, in our sole discretion.

You acknowledge and agree that your Prepaid Annual Plan for all selected Auto-Replenishment products will automatically renew on an annual basis fifteen (15) days after you receive your last shipment of prepaid products. You will receive a reminder email prior to the shipment and auto-renewal of your Prepaid Annual Plan. 

You may cancel your Prepaid Annual Plan prior to auto-renewal by using the link provided at the bottom of the auto-renewal reminder email or at the bottom of each notification email we send to you and/or from within “MY ACCOUNT” by selecting the “MY AUTO-REPLENISHMENTS” tab. Any cancellation request after shipment of the initial prepaid product(s) shall not be eligible for a refund for that Prepaid Annual Plan period. If you have any issues with your subscription or order, please contact our customer support team at: [email protected] or at [email protected] (for users located in Australia).

Unless you cancel the auto-renewal of the Prepaid Annual Plan, you will be charged the total Prepaid Annual Plan renewal price fifteen (15) days after you receive your last shipment of prepaid products and following the annual renewal charge reminder email.

Should you cancel auto-renewal of the Prepaid Annual Plan, you will still receive any outstanding prepaid products that have not yet shipped to you. If you have cancelled the auto-renewal of the “Prepaid Annual Plan”, upon the shipment of your final prepaid products, you will be downgraded to the regular Auto-Replenishment subscription without the applicable discount and extra benefits of the Prepaid Annual Plan. 

You can cancel your regular Auto-Replenishment subscription or your Prepaid Annual Plan at any time, in accordance with the guidelines set forth herein. For clarity, you may cancel your Auto-Replenishment subscription Prepaid Annual Plan at any time, but any amount you prepaid for such a plan is non-refundable.

D. Order Acceptance; Shipping

Once we receive your order for an Offering, we will provide you with an order confirmation. Your receipt of an order confirmation, however, does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell; we are simply confirming that we received your order. 

We reserve the right at any time after receiving your order to accept or decline your order for any reason and at our sole discretion. If we cancel an order after you have already been billed, then we will refund the billed amount. We are unable to cancel or edit orders at your request once placed. Title and risk of loss for any purchases of physical products pass to you upon our delivery to our carrier. We reserve the right to ship partial orders (at no additional cost to you), and the portion of any order that is partially shipped may be charged at the time of shipment. All orders are shipped using one of our third-party couriers. Online tracking may be available on our courier’s website (for example, FedEx), though we make no warranties regarding its availability because it is not under our control. While deliveries may be scheduled for a specified arrival, we cannot guarantee delivery by any specific date or time. Your Auto-Replenishment orders may be shipped slightly earlier or later than the originally selected cadence, depending on the day of the week and product availability. Shipments that are lost or arrive damaged are the liability of our designated carrier. We may, at our sole discretion, assist you in making a claim for a refund, but we are under no obligation to do so. If your shipment is lost or arrives damaged, please keep the box, packing materials and the item(s) inside and contact us with a picture, as applicable. Lost packages that are documented as delivered by our designated carrier are only eligible for replacement. We are not responsible for shipments that are undelivered due to incorrect shipping information. 

Depending on your territory, in furtherance of our policy of not collecting personal information from persons under the age of 13, and from persons under the age of 18 (or age of majority) without the required parental or guardian consent, you are not allowed to give us the personal information of any such persons for delivery or shipping purposes or any other reason. 

E. Returns

Original shipping costs are always non-refundable. Try Before You Buy Offerings are subject to the Trial Period returns policy found in Section II.C(iii) above. All orders within the Territory (but outside the United States, Canada and Australia) are final sale. All other Offerings purchased at checkout, including Auto-Replenishment orders, must be returned or exchanged within thirty (30) (sixty (60) if you reside in Australia) calendar days from the purchase date to qualify for a refund or exchange, unless otherwise stated on the Services. Discounted merchandise and/or orders placed using an e-gift code are not eligible for exchange. Qualifying returns for such products will only be refunded the discounted amount paid, excluding any applied e-gift code and any original shipping costs, both of which are always non-refundable. All free orders are not eligible for returns or exchanges. We do not offer price adjustments on previously purchased items.

To make returns, visit ilmakiage.com/return (or ilmakiage.com/au/return for users located in Australia), enter the order number and email address associated with the order, select the item(s) you would like to exchange or return, and print a prepaid return label. Only one return label can be downloaded per order. Returns must (i) be carefully packed in the original packing with the original packing slip inside the box, (ii) have the prepaid return label properly affixed to the outside of the package, and (iii) be properly dropped off at the courier specified on your return label. Free return shipping is only available for customers who use our prepaid return label and follow our returns process. Any other return shipping process will be at your own expense and not eligible for any reimbursement. We are not responsible for returns lost in transit or not received due to any error in following our returns process. It can take up to two (2) weeks to process returns and credit your account or issue online store credit. Your financial institution may take longer to reflect the transaction.

III. Intellectual Property

A. Ownership

All information and content available on the Services and its look and feel, including, but not limited to, trademarks, copyrights, trade names, logos, service marks, features, functions, text, graphics, video, logos, button icons, images, audio clips, data compilations and software, any information and content regarding the Services, and the compilation and organization thereof and other intellectual and proprietary rights throughout the world (collectively, the “Content”) is the property of IL MAKIAGE® or our parents, subsidiaries, affiliates, partners or licensors, and is protected by United States and international rights and laws, including laws governing copyrights and trademarks and applicable intellectual property. You agree that we and/or our licensors own all right, title and interest in and to the Services and Content (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services other than User Content (as defined below), including, without limitation, the exclusive right to create derivative works. 

Except as set forth in Section III.C. below or as required under applicable law, the Services may not be used, reproduced, published, distributed, displayed, used to create derivative works, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in whole or in part, for any purpose without our express, prior written consent.

B. Ownership of Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Sites or the Offerings or in any such Feedback. All Feedback becomes our sole and exclusive property, and we may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to us any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property rights) that you may have in and to any and all Feedback. 

By submitting content through the reviews ("Review Content"), you grant us a worldwide, royalty-free, transferable, and sublicensable license to use, store, display, publish, adapt, and distribute your review, feedback, and any related materials (including your name and image or photo) for promoting and marketing our Services across any media or format, including on our Sites and on third-party platforms, without notice to you. You consent to our use of your name, username, likeness, and any statements you post alongside the Review Content for marketing and promotional purposes, without payment or further approval, as permitted by law. You confirm that you own the Review Content (including any photos), have all necessary permissions for its use (including for any individuals appearing in it), and that it does not violate any rights or laws. You waive any moral rights in the Review Content to the extent permitted by law. We may edit or remove Review Content at our discretion and have no obligation to use it. You may withdraw your consent for future promotional uses by contacting us as described in the Privacy Policy, without affecting any prior lawful uses.

C. Limited License: Use Restrictions

Subject to your compliance with these Terms and Conditions, we grant you a personal, limited, revocable, non-transferable, non-assignable, non-sublicensable and non-exclusive license to access and make use of the Services, solely for your personal, non-commercial use. It is hereby granted that users are not provided any rights whatsoever in our intellectual property or the Content, which shall vest solely with us; You understand and agree that you will not do or attempt to do or cause any third party to do or attempt to do any of the following in connection with your use of the Services: 

• frame or utilize framing techniques to enclose the Services or any portion thereof;
• use any meta tags, meta elements, "hidden text", robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license the Sites, Offerings, Content (except caching or as necessary to view the Services), or the personal information of others without our prior written permission or authorization;
• make any use of Services or any Content other than for personal use;
• modify, reverse engineer or create any derivative works based upon the Services or any Content;
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;
• use any automated means (such as robots, spiders, scripts, or other devices or programs) to access the Services, or collect any Content;
• (vii)engage in any “screen scraping,” “database scraping,” or similar activities to obtain any Content;
• (viii)accumulate or index, directly or indirectly, any Content or portion of theServices for any commercial purpose whatsoever;
• "stalk" or otherwise harass including advocating harassment of another, entrap or harm any third party including harming minors in any way;
• intentionally violate any applicable local, state, national or international law;
• transmit, upload, post, e-mail, share, distribute, reproduce, or otherwise make available any software viruses, malware, program, code, file, or other material intended to interrupt, disrupt, alter, destroy, or limit any part of the Services; and/or
• (xii)engage or make any unsolicited or unauthorized advertising, solicitation or promotional material, including chain letters, mass mailings, or any form of "spam."

Any unauthorized use by you of the Services and/or any Content automatically terminates the limited licenses set forth in this Section without prejudice to any other remedy provided by applicable law or the Terms and Conditions.

IV. Account Creation and User Content
A. Your Account

Subject to the age restrictions outlined above and under our Privacy Policy, you may view and use many features of the Services without registering, but in order to purchase Offerings and/or access and use certain parts of the Services, you may need to register an account with us. 

You are solely responsible for any activity on our account and for maintaining the confidentiality of your account, username and password (to the extent you register utilizing a username and password) and for restricting access to your computer. If there has been an unauthorized use of your password or account, please notify us immediately. You agree to provide us with and maintain current, complete, accurate and truthful information by and through your account. You are responsible for all activities that occur with your permission or authorization under your account, username and/or password, or because you fail to maintain sufficient security over your account, username and/or password. You may cancel your online account with us at any time by emailing us at [email protected], or at [email protected] (for users located in Australia). We reserve the right to refuse service and/or terminate accounts without prior notice if the Terms and Conditions are violated or if we decide, in our sole discretion, that it would be in our best interest to do so.

B. User Content

When you transmit, upload, post, e-mail, share, distribute, reproduce or otherwise make available product reviews, suggestions, ideas, inquiries, feedback, data, text, software, music, sound, photographs, graphics, images, videos, messages or other materials ("User Content") to us, whether through the Services, any third-party websites or otherwise in any manner, you are entirely responsible for such User Content. You hereby grant to us and our parents, subsidiaries, affiliates, partners, and licensors a perpetual, worldwide, irrevocable, transferable, sublicensable, unrestricted, non-exclusive, royalty-free, fully paid up license to use, share, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, and otherwise exploit such User Content throughout the world, in all media now known or hereafter developed, for any purpose whatsoever, including, without limitation, developing, manufacturing, distributing and marketing the Services and other IL MAKIAGE® products and/or services.

You represent and warrant that you own or otherwise control the rights to your User Content. You agree that User Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. You agree not to engage in or assist or encourage others to engage in transmitting, uploading, posting, e-mailing, sharing, distributing, reproducing, or otherwise making available User Content that: (i) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) you do not have a right to make available under any law or under contractual or fiduciary relationships; (iii) is known by you to be false, fraudulent, inaccurate or misleading; (iv) you were compensated for or granted any consideration by any third party; (v) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; and (vi) includes, depicts, or otherwise relates to individuals under the age of 13, or to individuals between the ages of 13 and 18 without verified parental or legal guardian consent.

We are in no way responsible for examining or evaluating User Content, nor do we assume any responsibility or liability for the User Content. We do not endorse or control the User Content transmitted or posted on the Services and therefore, we do not guarantee the accuracy, integrity or quality of User Content. You understand that by using the Services, you may be exposed to User Content that is offensive, indecent or objectionable to you. Under no circumstances will we be liable in any way for any User Content, including, without limitation, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred by you as a result of the use of any User Content transmitted, uploaded, posted, e-mailed or otherwise made available via the Services. You hereby waive all rights to any claims against us for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with User Content.

You acknowledge that we have the right (but not the obligation), in our sole discretion, to refuse to post or remove any User Content and we reserve the right to change, condense, or delete any User Content. Without limiting the generality of the foregoing or any other provision of the Terms and Conditions, we have the right to remove any User Content that violates the Terms and Conditions or is otherwise objectionable and we reserve the right to refuse service and/or terminate accounts without prior notice for any users who violate the Terms and Conditions or infringe the rights of others.

C. Deletion of User Content

If you wish to delete certain of your public User Content, such as your ratings and reviews posting(s), on the Services, please contact us by email at: [email protected], or at AU[email protected] (for users located in Australia), and include the following information in your deletion request: first name, last name, user name/screen name (if applicable), email address associated with our website and/or mobile applications, your reason for deleting the posting, and date(s) of posting(s) you wish to delete (if you have it). We may not be able to process your deletion request if you are unable to provide such information to us. Please allow up to ten (10) business days to process your deletion request.

D. Photo Data

If you provide photographs (“Photographs”) as part of the Offerings, as made available in certain jurisdictions, you agree that we may apply software and algorithms against the Photographs to detect the general structure of your face (“Structural Data,” together with the Photographs, the “Photo Data”) in order to provide you with the Services and improve our Offerings. You grant us and our designees all rights, titles, and interests to collect, record, store, analyze, and otherwise process your Photo Data, for the purposes set out in the Privacy Policy. It is hereby clarified that all right, title, and interest in and to the Photo Data (including, without limitation, any derivatives, enhancements, or outputs therefrom) are and shall be owned exclusively by our affiliate, Oddity Tech Ltd. 

You acknowledge that we may generate data derived from your Photo Data that has been de-identified, anonymized, and/or aggregated as those terms are defined by applicable law (“Derived Data”). You understand and agree that we are and shall be the exclusive owner of all right, title and interest, including copyright, in all Derived Data, and we shall have the sole and exclusive right throughout the universe in all languages and in perpetuity to use and exploit all or any part of the Derived Data, in any format or version, by any means and in any media, whether now known or hereafter developed.

For clarity, Derived Data does not include your Photo Data nor any information that identifies you. We do not intend to sell, lease, trade, share in exchange for anything of value or otherwise profit from the transaction of your Photo Data, nor use it to directly, or combined with any lists, databases or other datasets, identify specific individuals. You may request that your Photo Data be deleted as described in the Privacy Policy. You understand that any revocation or deletion shall not impact our ownership rights or continued processing of Derived Data to the extent permitted by law. 

V. Third-Party Information
A. Third-Party Links

Our Services may display, include or make available content, data, information, applications or materials from third parties (“Third-Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. 

We are not responsible for the content of any third-party sites, even if they are linked to or from the Services. Third-Party Materials and links appearing on the Services are for convenience only and are not an endorsement by us, our parents, subsidiaries, affiliates or partners of the referenced content, product, service, or supplier. Your use and access of these Third-Party Materials and websites is at your own risk. We are in no way responsible for examining or evaluating, and we do not warrant the offerings of the Third-Party Materials or websites or any other websites linked to or from the Services, nor do we assume any responsibility or liability for the actions, content, products, or services of or associated with such websites, including without limitation, their privacy policies and terms and conditions. You should carefully review the privacy policies and terms and conditions of the third-party websites you visit. 

YOU AGREE THAT YOUR USE OF ANY THIRD-PARTY SITE IS AT YOUR SOLE RISK AND WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR DAMAGES ARISING FROM ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY SITE OR FOR ANY INFORMATION APPEARING ON THIRD-PARTY SITES.

B. Copyright Infringement Notices

We respect the intellectual property of others and require that users of the Services do the same. We also maintain a policy that provides for the termination in appropriate circumstances of the Services’ use privileges of users who are repeat infringers of intellectual property rights. Consistent with the Digital Millennium Copyright Act (“DMCA”), if you believe that copyrighted materials have been copied in a way that constitutes copyright infringement, please send an e-mail or written notice to our designated agent (listed below) for notices of infringement and provide the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that you claim is infringed;
2. Identification of the copyrighted work(s) that you claim has been infringed;
3. A description of the material that you claim is infringing and the location of that material on the Site;
4. Your address, telephone number and email address;
5. A statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our designated agent for noticing claims of copyright infringement is:

1. Oddity Global Ltd., Capital Tower 91 Waterloo Road, London, England, SE1 8RT, UK.
2. Email: [email protected]. 

THIS CONTACT INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING IL MAKIAGE® THAT COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS AND SHOULD BE DIRECTED TO OUR CUSTOMER SERVICE GROUP BY EMAIL TO [email protected] OR AT [email protected] (FOR USERS LOCATED IN AUSTRALIA).

A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that the content or an activity does not infringe the copyrights of others.

C. Disclaimer of Warranties

THE SITES, OFFERINGS, CONTENT AND RELATED PRODUCTS AND SERVICESARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. NEITHER WE NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS, THE SITES, OFFERINGS, CONTENT OR RELATED PRODUCTSAND SERVICES.

WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IL MAKIAGE®, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE “IL MAKIAGE® ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT NONE OF THE IL MAKIAGE® ENTITIES OR THEIR LICENSORS WILL BE RESPONSIBLE OR LIABLE IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY (I) INTERRUPTION OF BUSINESS; (II) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITES AND/OR OFFERINGS; (III) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (IV) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF THIRD-PARTY MATERIALS OR OFF-WEBSITE LINKS ON THE SITES; (V) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITES AND/OR OFFERINGS, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; (VI) ANY INACCURACIES OR OMISSIONS IN CONTENT; OR (VII) EVENTS BEYOND OUR REASONABLE CONTROL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE IL MAKIAGE® ENTITIES OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.

D. Accuracy of Information

We attempt to be as accurate as possible when describing our Offerings on the Sites and matching you to products through our quizzes; provided, however, that we do not warrant that the product descriptions, colors, information, quiz results/recommendations or other Content available on the Sites are accurate, complete, reliable, current, or error-free, except as otherwise stated herein.

The Services may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies and omissions (including after an order has been submitted) and to change and update information at any time without prior notice. Please note that such errors, inaccuracies or omissions may relate to pricing and availability, and we reserve the right to cancel or refuse to accept any order placed based on incorrect pricing or availability information. 

E. Limitations of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, NEITHER WE NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE LIABLE IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE SERVICES, OR YOUR USE THEREOF, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY FOR SUCH CLAIMS EXCEED FIVE HUNDRED US DOLLARS (USD $500.00).

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT NO CLAIMS OR ACTIONS IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, THE USE OF THE SERVICES AND/OR THESE TERMS AND CONDITIONS MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE. IF YOU ARE DISSATISFIED WITH THE SERVICES, TERMINATION OF YOUR USE OF THE SERVICES IS YOUR SOLE REMEDY. WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU.

F. Indemnification

You agree to defend, indemnify and hold us, our parents, subsidiaries, affiliates, partners, licensors, officers, directors, employees, and agents (the “Indemnified Parties”) harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third-party claim, action, or demand arising from (i) your use of the Services in violation of any law, rule, regulation or these Terms and Conditions, (ii) your User Content, (c) your negligence or willful misconduct, and (d) your violation of any third-party right You also agree to indemnify the Indemnified Parties for any loss, damages, or costs, including reasonable attorneys' fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.

VII. Arbitration and Class Action/Jury Waiver

PLEASE READ THIS SECTION (“THE ARBITRATION AGREEMENT”) CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. THIS SECTION ALSO CONTAINS A JURY TRIAL WAIVER AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR CONSOLIDATED ACTION IN ARBITRATION OR LITIGATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. UNLESS YOU OPT OUT IN ACCORDANCE WITH THE OPT-OUT PROCEDURES DESCRIBED BELOW, YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT.

Arbitration provisions for Canadian and Australian residents appear later in this Section.

A. Mandatory Individual Arbitration

Any dispute, claim, or controversy between you and the IL MAKIAGE® entities, including but not limited to disputes, claims, or controversies related to or arising from the Services or these Terms and Conditions, including, without limitation, those relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of the Terms and Conditions and the Arbitration Agreement included therein (“Disputes”), whether such Dispute arose before, on, or subsequent to you entering these Terms and Conditions, and if not resolved through the informal dispute resolution procedure set forth in subsection D below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any Dispute that all or any part of this Arbitration Agreement is void or voidable, and further, that the arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms and Conditions are unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel.

This Arbitration Agreement applies to all Disputes between you and us, whether arising before or after the date on which you first accepted this Arbitration Agreement, except to the extent prohibited by applicable law.To the fullest extent permissible by applicable law, all Disputes must be filed within one year after such Disputes or cause of action arose or it will be forever barred.

Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, you and the IL MAKIAGE® entities each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction in the State of New York to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other IP rights. Any legal action by the IL MAKIAGE® entities against a non-consumer or its interactions with governmental and regulatory authorities shall not be subject to arbitration. Either party may also elect to have Disputes heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction.

If any court or arbitrator determines that this Arbitration Agreement is void or unenforceable for any reason as to Disputes arising before the date of posting of this Arbitration Agreement, then you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions.

If you or the IL MAKIAGE® Entities file or cause to be filed in court (other than small claims court) a complaint alleging a Dispute that is subject to arbitration under this Arbitration Agreement, the defendant/respondent will notify the party or the party’s attorney (if an attorney has entered an appearance) of the existence of this Arbitration Agreement, and request that the complaint be withdrawn. If the party does not withdraw the action within 10 calendar days of service of that notice, and the defendant/respondent successfully moves to compel arbitration of the Dispute, the defendant/respondent shall be entitled to its costs and fees (including reasonable attorneys’ fees) incurred in seeking to enforce this Arbitration Agreement.

B. Class Action / Jury Trial Waiver

You and the IL MAKIAGE® Entities agree that, to the fullest extent permitted by law, each party is waiving the right to a trial by jury or to participate as a plaintiff, claimant, or class member in any class, collective, private attorney general, representative, or consolidated proceeding (other than the permitted Mass Filing Procedures). This means that you and the IL MAKIAGE® Entities may not bring a Dispute on behalf of a class or group and may not bring a Dispute on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual Dispute. This also means that you and the IL MAKIAGE® Entities may not participate in any class, collective, private attorney general, representative, or consolidated proceeding brought by any third party, and any arbitration will be conducted only on an individual basis (other than the permitted Mass Filing Procedures). You and the IL MAKIAGE® Entities may participate in a class-wide settlement.

C. Arbitration Opt-Out Procedures

You may opt out of this Arbitration Agreement. To do so, you must email [email protected] a notice (“Opt-Out Notice”) no later than 30 days after you first agreed to this Arbitration Agreement (“Opt-Out Period”). The Opt-Out Notice must contain your full legal name, your complete mailing and email address and phone number, a clear statement that you wish to opt out of this Arbitration Agreement, and your signature. The Opt-Out Notice must be submitted by you personally, in your individual capacity. Opt-Out Notices submitted by any third party on your behalf, including, without limitation, bulk, aggregated, or group submissions on behalf of multiple individuals, will not be accepted. If your Opt-Out Period has passed, you are not eligible to opt out of this Arbitration Agreement, and you will be bound to this Arbitration Agreement. 

If you opt out of this Arbitration Agreement, all other provisions of the Terms and Conditions will continue to apply to you, including the Non-Arbitral Disputes Governing Law and Mandatory Forum Selection set forth below in subsection F. Additionally, if you opt out of this Arbitration Agreement, you may still be bound to previous versions of this Arbitration Agreement or other arbitration agreements by reason of your separate agreement to them, including subsequent agreements to arbitrate. In other words, opting out of this Arbitration Agreement shall have no effect on any other arbitration agreements you entered into with the IL MAKIAGE® Entities.

If the IL MAKIAGE® Entities make any future changes to this Arbitration Agreement (other than a change to the Notice Address or other non-material changes), they will provide you with notice (to the extent they have your contact information). You may reject any such change by sending an email to the IL MAKIAGE® Entities at [email protected] within 30 days of the posting of the amended arbitration agreement that provides: (i) your full legal name, (ii) your complete mailing address, (iii) your phone number, (iv) the change(s) you are rejecting, (v) and, if applicable, the username or email address associated with any purchase from the IL MAKIAGE® Entities. This is not an opt out of arbitration altogether. Your continued use of the Services after this 30-day period constitutes acknowledgment of, and agreement to, the changes to the Arbitration Agreement.

D. Rules and Governing Law of Arbitration

Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures: You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, in the event of a Dispute, you and the IL MAKIAGE® Entities each agree to send the other party a written “Notice of Dispute.” A Notice of Dispute from you to the IL MAKIAGE® Entities must be emailed to both [email protected] and [email protected]. Any Notice of Dispute must include (i) the claimant’s full legal name, complete mailing address, and email address; (ii) a description of the nature and basis of the Dispute; (iii) any relevant facts regarding claimant’s use of the Services, including whether claimant receives any emails associated with the Services, whether claimant has made a purchase from the IL MAKIAGE® Entities, and if so, the date(s) of the purchase(s); and (iv) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice. The Notice must be individualized, meaning it can concern only your dispute and no other person’s dispute. The IL MAKIAGE® Entities will send any Notice of Dispute to you at the email address or mailing address it has for you, if any. 

After receipt of a Notice of Dispute, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the Notice of Dispute, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually convenient time and to seek to reach a resolution. 

Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures subsection is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this subsection. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and the IL MAKIAGE® Entities have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, the parties agree that a court of competent jurisdiction may enjoin the filing or stay the prosecution of an arbitration. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.

Mandatory Arbitration Procedures: If the parties cannot resolve the Dispute through the Informal Dispute Resolution Procedures above, you and the IL MAKIAGE® Entities each agree that all Disputes shall be resolved exclusively through final and binding individual arbitration, rather than in court. The parties may agree to waive hearings and resolve Disputes through the submission of documents. Any arbitration hearing will be conducted remotely by telephone or video conference to the extent possible, but if the arbitrator determines, or the parties agree, that a hearing should be conducted in person, the arbitration hearing shall take place in New York, New York, and shall be before one arbitrator. 

All Disputes shall be submitted to National Arbitration and Mediation (www.namadr.com) (“NAM”), for arbitration before one arbitrator. The arbitration will be administered by NAM in accordance with NAM’s Comprehensive Dispute Resolution Rules and Procedures and, as applicable, Mass Filing Supplemental Dispute Resolution Rules and Procedures, then in effect (“NAM Rules”), except as modified by this Arbitration Agreement. A party who desires to initiate arbitration must provide the other party with a written demand for arbitration as specified in the NAM Rules. You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced above, and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented). The parties agree that submission of the certification shall be required for the Dispute to be deemed properly filed.

A form for initiating arbitration proceedings is available on NAM’s website at www.namadr.com/resources/rules-fees-forms/. For additional information on how to commence an arbitration proceeding, you can contact NAM at [email protected].

If NAM notifies the parties in writing that it is not available to arbitrate any Dispute, or if NAM is otherwise unable to arbitrate any Dispute, that Dispute shall be submitted to ADR Services, Inc. (www.adrservices.com) (“ADR Services”) for final and binding individual arbitration before one arbitrator. The arbitration will be administered by ADR Services in accordance with the ADR Services rules and procedures then in effect (the “ADR Services Rules”), except as modified by this Arbitration Agreement.

Notwithstanding any choice of law or other provision in these Terms and Conditions, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), governs the interpretation and enforcement of this Arbitration Agreement and any proceedings under it. The FAA and the NAM Rules or ADR Services Rules (as applicable) shall preempt all state laws to the fullest extent permitted by law. To the extent neither the FAA nor the NAM Rules or ADR Services Rules (as applicable) govern a particular issue, that issue will be governed by the laws of the State of New York, without regard to choice or conflict of law principles.

At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

As in court, you and the IL MAKIAGE® Entities agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b) and any applicable state laws of similar import, including certification that the Dispute or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the NAM Rules or ADR Services Rules (as applicable), Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.

Except as expressly provided in the Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law.

Mass Filing Procedures: If NAM determines that 25 or more substantially similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization are allowed to be submitted for arbitration, NAM’s mass filing fee structure shall apply and the parties agree that the arbitrations will proceed in accordance with the batching process as follows: (i) NAM shall administer the arbitration demands in batches of at least 25 demands for arbitration of a substantially similar nature, with the discretion to create additional batches if NAM finds that they are necessary to facilitate the efficient resolution of demands; (ii) NAM shall provide for concurrent resolution of each batch as a single consolidated arbitration with one procedural calendar and one hearing (if any) and one final award; and (iii) following such determination of a mass filing, NAM shall apply a single set of admin and panel prep fees per batch in accordance with NAM’s fee schedule. All parties agree that arbitrations are of a “substantially similar nature” for purposes of these Mass Filing Procedures if they arise out of or relate to the same or similar event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. 

If there are 20 or more substantially similar Disputes that are allowed to be submitted for arbitration but cannot be arbitrated by NAM, and are presented to ADR Services by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization, ADR Services shall administer those Disputes concurrently in accordance with the ADR Services Rules, except as modified by this Arbitration Agreement, and in accordance with the Mass Filing Procedures set forth above (except that batches may be of at least 20 demands for arbitration). ADR Services shall apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in ADR Services’ then-current Mass Consumer Non-Employment Arbitration Fee Schedule.

The IL MAKIAGE® Entities reserve all rights and defenses as to each and any Dispute, demand for arbitration, and claimant. These Mass Filing Procedures shall in no way be interpreted as authorizing class arbitrations of any kind.

Arbitration Fees: If you do not timely pay any required fees to NAM (or ADR Services, as applicable), any refusal by us to pay such fees on your behalf shall not void or otherwise invalidate this Arbitration Agreement, which shall remain in full force and effect. Any disputes over arbitration fees shall be resolved by NAM or ADR Services (as applicable).

Confidentiality: The parties agree that the arbitrator is authorized to issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.

Requirement of Individualized Relief: The parties agree that, to the fullest extent permitted by law, the arbitrator is authorized, upon either party’s request, to award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Dispute.

E. Severability & Survival

If any provision or portion of this Arbitration Agreement is found to be void, invalid, or otherwise unenforceable, then it shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein.

This Arbitration Agreement shall survive termination of these Terms and Conditions. Except as provided in subsections A and C above, this Arbitration Agreement shall supersede and replace any and all previous arbitration and class action/jury waiver agreements you may have entered into with the IL MAKIAGE® Entities.

F. Non-Arbitral Disputes Governing Law & Mandatory Forum Selection

If (i) you timely provide a valid Opt-Out Notice as provided above, and you are not bound to any previous or other arbitration agreements with us; or (ii) any Dispute is determined not to be subject to arbitration or resolution; or (iii) any court of competent jurisdiction or arbitrator, after exhaustion of all appeals, determines that the Class Action/Jury Trial Waiver, as provided above, is void or unenforceable for any reason, or that your Dispute can proceed on a class, collective, representative, or consolidated basis other than the Mass Filing Procedures, as provided above; then you and the IL MAKIAGE® Entities each irrevocably agree that the exclusive jurisdiction and venue with respect to such Dispute shall be the federal or state courts of competent jurisdiction in the State of New York, and any such Dispute and these Terms and Conditions shall be governed by and construed in accordance with the substantive and procedural laws of the State of New York, without regard to choice or conflict of law principles.

G. Provisions for Canadian Residents

If you reside in Canada, Sections VII(A) to(F) do not apply, and the following Section VII(G) applies. 

The following provisions apply with respect to any disputes, claims, or controversies related to or arising from the Services or these Terms and Conditions, including the arbitration agreement included therein: (i) legal notice sent by email shall be deemed received on the earlier of (a) when accessed by the recipient or (b) forty-eight (48) hours after sending, unless a delivery failure notice is received. A notice sent by mail shall be deemed received three (3) days after mailing, unless returned as undeliverable. If returned, notice shall be deemed not delivered and must be resent via an alternative method; (ii) you agree that any and all disputes shall be resolved by individual, binding arbitration, and the arbitrator (and not any federal, state, or local court or agency) shall have the authority to resolve any disputes relating to the this arbitration; the arbitration will be conducted under the ADRIC Arbitration Rules of the ADR Institute of Canada, Inc. (“ADRIC”); (iii) the arbitration shall be held in the City of Toronto, Ontario, or at another mutually agreed location; and (iv) to the fullest extent permitted by law, each party is waiving the right to participate as a plaintiff, claimant, or class member in any class, collective, private attorney general, representative, or consolidated proceeding, except that the waiver of class, representative, or private attorney general actions described herein does not apply to the extent prohibited by the laws of the province in which you reside. 

Subsections (ii)-(iii) above do not apply to residents of Quebec. If you are a resident of Québec, you are not bound to binding arbitration and nothing in these Terms limits your rights under the laws of Québec.

To the fullest extent permissible by applicable law, all disputes must be filed within one year after such disputes or cause of action arose, and the parties shall engage in a good faith effort to resolve the dispute.

If any provision or portion of this Section is found to be void, invalid, or otherwise unenforceable, then it shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of this Section shall continue to be enforceable and valid according to the terms contained herein.

In the event of a dispute arising from these Terms and Conditions that cannot be resolved, you and we may refer it to arbitration by mutual consent. 

H. Provisions for Australian Residents

If you reside in Australia, Sections VII(A) to (F) do not apply and the following Section VII(H) applies: in the event of a dispute arising from these Terms and Conditions that cannot be resolved, you and we may refer it to arbitration by mutual consent. 

To the fullest extent permissible by applicable law: (i) all disputes must be filed within one year after such disputes or cause of action arose, and the parties shall engage in a good faith effort to resolve the dispute; (ii) the courts of the State of New York shall have exclusive jurisdiction to settle any dispute that arises out of or in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims); and (iii) each party is waiving the right to participate as a plaintiff, claimant, or class member in any class, collective, private attorney general, representative, or consolidated proceeding. For our exclusive benefit and to the extent possible in the applicable jurisdiction, we retain the right to bring or enforce proceedings as to the substance of the matter in the courts of the country of your residence. 

VIII. Other Provisions

A. SMS Messaging and Phone Calls

Certain portions of the Services may allow us to contact you via telephone or text messages. You agree that we may contact you via telephone or text messages (including by an automatic telephone dialing system and for marketing purposes) at any of the phone numbers provided by you or on your behalf in connection with your use of the Services. You understand that you are not required to provide this consent as a condition for purchasing any Offerings. You also understand that you may opt out of receiving text messages from us at any time. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.

B. Consent to Receive Notices Electronically by Posting on the Services and Via Email

You consent to receive any agreements, notices, disclosures and other communications (collectively, "Notices") to which the Terms and Conditions refer from us electronically including, without limitation, by e-mail, push notification, mobile notifications, etc. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. 

To withdraw your consent to receive Notices electronically, you must notify us of your withdrawal of such consent by emailing us at [email protected], and at AU[email protected] for users located in Australia, and discontinue your use of the Services. In such an event, all rights granted to you pursuant to the Terms and Conditions, including but not limited to the limited licenses set forth in these Terms and Conditions, shall automatically terminate. Unfortunately, we cannot provide the benefits of the Services to any user who cannot consent to the receipt of Notices electronically.

Please note that this consent to receive Notices is entirely separate from any election you may make with respect to receipt of the marketing communications. Your options with respect to receipt of marketing communications are set forth in our Privacy Policy.

C. Special Features, Functionality and Events

The Services may offer certain special offerings or events (such as contests, sweepstakes or other promotions) which may: (i) be subject to additional terms of use, rules and/or policies in addition to or in lieu of the Terms and Conditions, and (ii) be offered by us or by third parties. If so, we will notify you of this and if you choose to take advantage of these promotions, you agree that your use of those promotions will be subject to such additional or separate terms of use, rules and/or policies.

D. Updating These Terms and Conditions

We reserve the right, at any time in our sole discretion, to modify these Terms and Conditions, from time to time, in which case we will update the “Last Revised” date at the top of these Terms and Conditions.

If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Sites. However, it is your sole responsibility to review these Terms and Conditions from time to time to view any such changes. The updated Terms and Conditions will be effective as of the time of posting, or such later date as may be specified in the updated Terms and Conditions. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms and Conditions. If you object to any such changes, your sole recourse is to cease accessing the Services. 

E. Termination of License and Your Account

If you breach any of the provisions of these Terms and Conditions, all licenses granted by us will terminate automatically. Additionally, we may suspend, disable, or delete your account (or any part of the foregoing) with or without notice, for any or no reason. If we delete your account for any suspected breach of these Terms and Conditions by you, you are prohibited from re-registering under a different name. In the event of account deletion for any reason, we may, but are not obligated to, delete any of your User Content. We shall not be responsible for the failure to delete or the deletion of your User Content. All sections which by their nature should survive the termination of these Terms and Conditions shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms and Conditions by us or you. Termination will not limit any of our other rights or remedies at law or in equity. 

F. Injunctive Relief

You agree that a breach of these Terms and Conditions will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages. To the extent permitted by law, you agree that you will not be permitted to obtain an injunction or other equitable relief of any kind, such as any court or other action that may interfere with or prevent the development or use of any Derived Data.

G. California Residents

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

H. Export Laws

You agree that you will not export or re-export, directly or indirectly, the Services and/or Offerings provided by us hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Site Offerings may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

I. Governing Law and Jurisdiction

These Terms and Conditions are governed by the laws of the State of New York, United States, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section VII, or if arbitration does not apply, then the state and federal courts located in New York, New York, United States.

For our exclusive benefit and to the extent possible in the applicable jurisdiction, we retain the right to bring or enforce proceedings as to the substance of the matter in the courts of the country of your residence.

J. Miscellaneous

1. Nothing contained in the Terms and Conditions shall be construed as creating any agency, partnership, or other form of joint enterprise between us. 
2. Our failure to require your performance of any provision hereof shall not affect our full right to require such performance at any time thereafter, nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself. 
3. In the event that any provision of the Terms and Conditions shall be unenforceable or invalid under any applicable law or be so held by any applicable arbitral award or court decision, such unenforceability or invalidity shall not render the Terms and Conditions unenforceable or invalid as a whole but the Terms and Conditions shall be modified, to the extent possible, by the adjudicating entity to most fully reflect the original intent of the parties as reflected in the original provision. 
4. The headings in the Terms and Conditions are for convenience only and shall not be used in their interpretation. 
5. You may not transfer, assign, sublicense, or pledge in any manner whatsoever your account or any of your rights or obligations under these Terms. We may transfer, assign, sublicense, or pledge in any manner whatsoever any of its rights and obligations under these Terms and Conditions to any subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.
6. Any and all terms and conditions within these Terms and Conditions that should, by their nature, survive termination of your account, will survive such termination, including: General, Use Restrictions, Limitation of Liability, Indemnification, Intellectual Property, Arbitration and Class Action/Jury Waiver, Termination of License and Your Account and Governing Law.
7. We reserve the right, at any time and from time to time, temporarily or permanently, with or without notice, in whole or in part, in accordance with applicable laws, to: (i) stop offering or supporting the Services or any particular Offering or part of the Services; (ii) terminate or suspend your account or license to use the Services or any part of it; (iii) modify or discontinue the Services; (iv) modify or remove any of the information or Content contained in the Services; (v) limit the Services’ availability to any person, Territory, geographic area or jurisdiction we choose; (vi) modify or waive any fees charged in connection with the Services; and (vii) offer opportunities to some or all Customers of the Services. If that happens, we are not required to provide refunds, benefits or other compensation to individuals or Customers in connection with discontinued elements of the Services previously offered or purchased. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services, in whole or in part. 
8. IL MAKIAGE's failure to exercise or enforce any right or provision in these Terms and Conditions shall not be considered a waiver of such right or provisions, unless agreed upon in writing. IL MAKIAGE will not be responsible for any failures to fulfill any obligations due to causes beyond its reasonable control.
9. You and IL MAKIAGE® agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms and Conditions. 

K. How to Contact Us

If you have any questions or comments regarding this Terms and Conditions or regarding the Services, please contact us as follow: 

• If you reside in the US or Canada – please contact us by email at: [email protected].
• If you reside in Australia – please contact us by email at: [email protected].