Terms of service
Last Updated Date: September 16, 2026
These Website Terms and Conditions (“Terms”) form an agreement between you (“you” or “your”) and Grendene Global Brands USA LLC (“Shopmelissa”, “we”, “us” or “our”) and govern your use of shopmelissa.com and any other website owned or operated by Shopmelissa that links to these terms (the “Site”) and all features, content, functionality, and tools made available on or through the Site (collectively with the Site, the “Services”).
READ THESE TERMS CAREFULLY, AS THEY CONTAIN TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS, AND REMEDIES IN CONNECTION WITH THE SERVICES, INCLUDING AN AGREEMENT TO ARBITRATE DISPUTES UNDER SECTION 17 BELOW.
- ACCEPTANCE
Please read these Terms carefully before you access or use the Services. BY ACCESSING OR USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, you must not access or use the Services, or you must discontinue any access to or use of the Services. Your failure to comply with the Terms may result in the suspension or termination of your access to the Site and may subject you to civil or criminal penalties.
2. CHANGES TO THE TERMS
Shopmelissa reserves the right, in its sole discretion, to amend these Terms at any time and without prior notice. All changes are effective immediately when we post them unless we expressly specify otherwise. No changes will apply retroactively to any claims existing before the “Last Updated Date.” If we amend the Terms, we will update the “Last Updated Date” at the top of the Terms and post the updated version. By continuing to use the Site after we have posted an updated version of the Terms, you agree to be bound by the amended Terms. You are expected to check this page so you are aware of any changes, as they are binding on you. If there are material changes to these Terms, we may also provide notice by other means, such as by posting a notice on the Site or communicating the changes by email or other communication channel.
3. ACCESS AND CHANGES TO THE SITE
Subject to your compliance with the Terms, Shopmelissa grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, and non-sublicensable right to access and use the Site for your own personal or internal business use only, and not for resale or third-party distribution. To use the Site, you must have internet access; otherwise, you may not be able to use some or all of the Site.
Shopmelissa reserves the right, in its sole discretion, to modify or discontinue offering the Site, or to impose limits on your use of the Site or any features, functionality, tools, or content, in whole or in part, at any time, for any reason or no reason, with or without notice to you. You agree that Shopmelissa has no obligation to provide any updates or to continue to provide or enable any particular Site features, functionality, tools, or content and, to the maximum extent permitted by applicable law, will not be liable with respect to any such modifications, discontinuance, or deletions. Unless otherwise stated, the Site is intended for use only in jurisdictions where its operation and your use are lawful.
4. COOKIES
The Site incorporates third-party technologies, including cookies and other tracking technologies, to enhance user experience and to analyze performance and traffic on the Site (“Cookies”). Cookies and related information collected about your use of the Site may be shared with our social media, advertising, and analytics partners. You may manage your preferences for certain non-essential Cookies through our cookie preference center. For more information about our use of Cookies and how we may share information with third parties, please see our Privacy Policy (the “Privacy Policy”).
5. ELIGIBILITY AND ACCOUNT REGISTRATION
To make a purchase through the Site, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify Shopmelissa immediately of any unauthorized use of your account. Shopmelissa reserves the right to refuse service, terminate accounts, or cancel orders in its sole discretion, including, without limitation, if Shopmelissa believes that your conduct violates applicable law or is harmful to the interests of Shopmelissa, its affiliates, or other users.
6. PRODUCT INFORMATION AND PRICING
Shopmelissa attempts to be as accurate as possible in describing products on the Site. However, Shopmelissa does not warrant that product descriptions, images, pricing, or other content on the Site are accurate, complete, reliable, current, or error-free. Colors and images displayed on the Site may vary depending on your monitor settings and may not accurately reflect actual product colors. If a product offered by Shopmelissa is not as described, your sole remedy is to return it in unused condition in accordance with the return policy.
All prices displayed on the Site are in U.S. dollars unless otherwise indicated. Prices are subject to change without notice. In the event of a pricing error, Shopmelissa reserves the right to cancel any orders placed for products listed at an incorrect price. If your order is cancelled due to a pricing error, Shopmelissa will notify you and refund any amounts charged.
7. ORDERS AND PAYMENT
Your placement of an order through the Site constitutes an offer to purchase the products in your order. All orders are subject to acceptance by Shopmelissa. Shopmelissa may, in its sole discretion, refuse or cancel any order for any reason, including limitations on quantities available for purchase, inaccuracies or errors in product or pricing information, or problems identified by our fraud and loss prevention department. If your order is cancelled after your payment has been processed, Shopmelissa will issue a refund to the original payment method.
You agree to pay all charges incurred by you or on your behalf through the Site, at the prices in effect when such charges are incurred, including all shipping and handling charges and applicable taxes. You represent and warrant that you have the legal right to use any credit card(s) or other payment method(s) used in connection with any transaction. Shopmelissa uses third-party payment processors and does not store your complete payment card information. All payment processing is subject to the terms and privacy policies of the applicable payment processor.
8. SHIPPING AND DELIVERY
Shopmelissa will arrange for shipment of products to you. Shipping and delivery dates are estimates only and cannot be guaranteed. Shopmelissa is not liable for any delays in shipments. Title and risk of loss for products pass to you upon delivery of the products to the carrier. You are responsible for filing any claims with carriers for damaged or lost shipments. For additional information regarding shipping options, costs, and delivery times, please refer to our shipping policy.
9. RETURNS AND REFUNDS
Shopmelissa’s return and refund policy is available at https://www.shopmelissa.com/pages/returns and is incorporated into these Terms by reference. Please review the return policy carefully before making a purchase. Certain products may be non-returnable or subject to restocking fees as described in the return policy. Refunds will be processed to the original payment method within a reasonable time after Shopmelissa receives and inspects the returned product. Shopmelissa reserves the right to refuse returns that do not comply with the return policy.
10. PRODUCT WARRANTY DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH IN ANY MANUFACTURER’S WARRANTY ACCOMPANYING A PRODUCT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS SOLD THROUGH THE SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. SHOPMELISSA DISCLAIMS ALL WARRANTIES WITH RESPECT TO PRODUCTS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SHOPMELISSA IS NOT RESPONSIBLE FOR ANY WARRANTY CLAIMS RELATING TO PRODUCTS; SUCH CLAIMS SHOULD BE DIRECTED TO THE APPLICABLE MANUFACTURER.
11. MELISSA REWARDS LOYALTY PROGRAM
Program Enrollment. By creating an account on the Site, you are automatically enrolled in Melissa Rewards (the “Program”), Shopmelissa’s free loyalty program. No separate registration is required. Participation in the Program is subject to these Terms and any additional Program rules posted on the Site.
Tier Status. Your tier status is determined by your annual spend with Shopmelissa and resets each year on your enrollment anniversary date. You are responsible for maintaining your tier status to retain associated benefits. Certain tasks or challenges may allow you to unlock higher tiers early, as described on the Site.
Rewards and Benefits. Available rewards and benefits vary by tier and are described on the Site. Shopmelissa reserves the right to modify, suspend, or terminate any rewards, benefits, challenges, or Program features at any time without prior notice. Rewards have no cash value and are non-transferable unless otherwise specified.
Effect of Returns. If you return a purchased item, the spend amount from that purchase will be deducted from your tier status calculation. If the original purchase resulted in a tier upgrade, your tier status may be downgraded upon processing of the return.
Birthday Rewards. Members who have provided birthday information may receive a birthday reward during their birthday month via email. You must be opted in to receive marketing emails to receive birthday reward notifications.
Create-Your-Own-Sale Day. Members who achieve Lover or Obsessed tier status are eligible for a Create-Your-Own-Sale Day reward. This reward is delivered via email, expires one year from issuance, and cannot be combined with other offers or discounts.
Referral Program. Members may share a unique referral link to provide discounts to new customers. When a referred individual makes a qualifying purchase, the referring member may receive a discount as described on the Site. Shopmelissa reserves the right to modify or discontinue the referral program and to withhold or revoke referral rewards in cases of fraud, abuse, or violation of these Terms.
12. SMS/TEXT MESSAGES AND MARKETING COMMUNICATION CONSENT
By providing your phone number and opting in to receive marketing messages, including by SMS or text message, from us, you expressly consent to receive marketing and non-marketing calls and text messages from or on behalf of Shopmelissa, including those made using an automatic telephone dialing system, prerecorded or artificial voice messages, or other automated technology, at the phone number you provide. Your consent to receive such messages is not a condition of any purchase. Message and data rates may apply. The frequency of messages may vary. You may opt out of receiving SMS or text messages at any time by replying STOP to any message you receive from us or by following the instructions provided in the message. For help or more information, reply HELP or contact customer service at [●]. For more information about how we use your telephone number and your rights and choices, please refer to our Privacy Policy.
13. USER CONDUCT GUIDELINES
You are not authorized to access or use the Site if you are under 18; if you are barred from receiving services under applicable law; or for any purpose that is not expressly permitted by the Terms or that violates applicable law.
Further, you may not:
- copy, distribute, share, publish, use, store, or prepare derivative works from any content on the Site covered by any copyright, trademark, patent, or other intellectual property right belonging to Shopmelissa or a third party, except with the prior express permission of Shopmelissa or the third party holding the rights to authorize such use;
- access, search, collect information from, or otherwise interact with the Site by “scraping,” “crawling” or “spidering” the Site;
- use, display, mirror, or frame the Site, or any feature, functionality, tool, or content of the Site, Shopmelissa’s name, any Shopmelissa trademark, logo, or other proprietary information, without Shopmelissa’s prior written consent;
- interfere with, disrupt, damage or compromise the Site or our systems or the access of any user, host or network in any way;
- attempt to decipher, decompile, disassemble or reverse engineer any of the code or software used to provide the Site;
- otherwise abuse the Site or breach the Terms; or
- attempt to do any of the foregoing, or advocate, encourage or assist any third party in doing any of the foregoing.
Shopmelissa reserves the right to investigate and prosecute suspected misconduct, violations of these Terms, and violations of applicable law to the fullest extent of the law, and to monitor, disable, or restrict access to or use of the Site by any user.
14. INTELLECTUAL PROPERTY OWNERSHIP
The Site is protected by copyright, trademark, patent, and other applicable laws. You acknowledge and agree that the Site and all intellectual property rights in the Site are the exclusive property of Shopmelissa and its licensors. You will not remove, alter, or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the Site, and you may not use the trade names, logos, trademarks, or service marks associated with Shopmelissa without our prior written consent.
You may not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based on, or otherwise exploit any features, functionality, tools, or content of the Site in any form or by any means, or sublicense the rights granted in the Terms.
No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Shopmelissa or its licensors, except for the revocable licenses and rights expressly granted in the Terms. All rights not expressly granted to you by the Terms are reserved to Shopmelissa and its licensors.
If you choose to provide feedback, comments, ideas, or suggestions for improvements, enhancements, or modifications to the Site (“Feedback”), you acknowledge and agree that all Feedback you provide to us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of Shopmelissa. You hereby irrevocably transfer and assign to Shopmelissa all of your right, title, and interest in and to all such Feedback, and waive any moral rights you may have in such Feedback, to the maximum extent permitted by applicable law.
15. NO ENDORSEMENTS
The Site may provide links to third-party websites, resources, or services. Links to such websites, resources, or services do not imply any endorsement by Shopmelissa of such websites, resources, or services or the content, products, or services available on or through them. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, resources, or services or the content, products, or services available on or through them. We are not responsible or liable for any damage or harm resulting from your interactions with such websites, resources, or services or the content, products, or services available on or through them.
16. DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION
THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOPMELISSA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR RIGHTFUL CLAIM, WARRANTIES AS TO THE RELIABILITY OR AVAILABILITY OF THE SITE OR SERVICES, WARRANTIES THAT USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WARRANTIES AS TO THE COMPLETENESS, ACCURACY, OR TIMELINESS OF ANY CONTENT.
YOU ACKNOWLEDGE AND AGREE THAT YOU ACCESS AND USE THE SITE AND SERVICES AT YOUR OWN DISCRETION AND RISK, AND YOU HEREBY RELEASE SHOPMELISSA AND WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGES CAUSED BY THE FOREGOING. WITHOUT LIMITING THE FOREGOING, SHOPMELISSA DISCLAIMS ANY AND ALL LIABILITY RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE OR SERVICES. IN NO EVENT WILL SHOPMELISSA BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR (B) DAMAGES FOR LOST REVENUES OR PROFITS, LOSS OF OPPORTUNITY, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SHOPMELISSA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
THESE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY, SHOPMELISSA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL BE LIMITED TO THE AMOUNTS PAID TO SHOPMELISSA IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING FROM (A) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, (B) DEATH OR PERSONAL INJURY CAUSED BY A PARTY’S NEGLIGENCE, OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
To the maximum extent permitted by applicable law, you agree to release, defend, indemnify, and hold Shopmelissa and its affiliates, licensors, and service providers harmless from and against any claims, liabilities, damages, losses, costs, expenses, or other injuries, losses, or damages of any kind, including reasonable legal fees, litigation expenses, and costs, arising out of or relating to or in any way connected with your access to or use of the Site, your breach of the Terms, or your gross negligence or willful misconduct.
17. DISPUTE RESOLUTION AND GOVERNING LAW
Disputes. The terms of this Section 17 apply to all Disputes between you and Shopmelissa. For purposes of this Section, “Dispute” means any dispute, claim, controversy, or action between you and Shopmelissa arising under or relating to your use of the Services, these Terms, or subject matter related thereto, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and will be interpreted to have the broadest meaning allowable under applicable law. YOU AND SHOPMELISSA AGREE THAT “DISPUTE” AS DEFINED IN THIS AGREEMENT SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY SHOPMELISSA FOR: (1) TRADE SECRET MISAPPROPRIATION; (2) PATENT INFRINGEMENT; (3) COPYRIGHT INFRINGEMENT OR MISUSE; (4) TRADEMARK INFRINGEMENT OR DILUTION; OR (5) ANY OTHER CLAIM FOR WHICH INJUNCTIVE RELIEF IS APPROPRIATE IN THE SOLE DISCRETION OF SHOPMELISSA.
Opt-Out. You may elect to opt out of the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section by sending a written notice to Shopmelissa at the Shopmelissa Notice Address within thirty (30) calendar days of your initial agreement to these Terms (including your first use of the Services) that specifies: (1) your name; (2) your mailing address; and (3) your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section. If you opt out consistent with the procedures set forth above, all other provisions of these Terms will continue to apply.
Dispute Notice. In the event of a Dispute, you or Shopmelissa must first send the other party a notice of the Dispute that includes a written statement setting forth the name, address, and contact information of the party giving notice, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Shopmelissa must be addressed to [●] (the “Shopmelissa Notice Address”). The Dispute Notice to you will be sent to the most recent address we have on file or otherwise in our records for you, or by email if we do not have any such address on file. If you and Shopmelissa do not reach an agreement to resolve the Dispute within sixty (60) calendar days after the Dispute Notice is received, you or Shopmelissa may proceed to mediation as described in this Section. You and Shopmelissa will work in good faith to schedule the informal dispute resolution conference at a mutually convenient time. If you are represented by counsel, your counsel may participate in the informal dispute resolution conference, but you must also fully participate in such discussions. The arbitrator may dismiss any arbitration brought without first proceeding through the informal dispute resolution conference.
Mediation. If the parties cannot resolve the Dispute through the informal dispute resolution conference, the Dispute must first be submitted to non-binding mediation with a neutral third party before it may proceed to arbitration. The parties will negotiate in good faith to select the mediator, determine the appropriate terms for mediation (including costs), and schedule the mediation. The administrative fees associated with mediation will be negotiated between the parties, but you will not be required to pay any such fees that exceed those fees you would be required to pay if proceeding in a court with jurisdiction. Such fees also will not include attorneys’ fees and costs, if any, unless awarded during mediation. If the parties cannot agree to appropriate terms concerning mediation, the parties may proceed with arbitration under this Section.
Binding Arbitration. If mediation is unsuccessful, you and Shopmelissa agree: (1) to arbitrate all Disputes between you and Shopmelissa under this Section; (2) this Agreement memorializes a transaction in interstate commerce; (3) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Section (notwithstanding the choice-of-law provision contained herein); and (4) that this Section will survive termination of these Terms.
Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in small claims court or an equivalent court of limited jurisdiction if the action is within that court’s jurisdiction and is pending only in that court.
WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND SHOPMELISSA AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR MULTI-PARTY PROCEEDING, INCLUDING CLASS ACTIONS OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND SHOPMELISSA AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.
MASS ACTION WAIVER. You and Shopmelissa agree that any Dispute between you and Shopmelissa will be resolved only in an individual arbitration under this Section. You and Shopmelissa expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a Mass Action, as defined below, and neither an arbitrator nor an arbitration provider will have any authority to hear, arbitrate, or administer any Mass Action or to award relief to anyone but the individual in arbitration, unless otherwise provided in this Section. “Mass Action” includes instances in which you or Shopmelissa are represented by a law firm or collection of law firms that has filed 25 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on your or Shopmelissa’s behalf, and the law firm or collection of law firms seeks to simultaneously or collectively administer or arbitrate all arbitration demands in the aggregate. Notwithstanding this Section, nothing prevents you or Shopmelissa from participating in a mass settlement of claims.
Special Master Appointment. If there is a dispute concerning the Mass Action Waiver, the parties agree to resolve such dispute before a special master, procedural arbitrator, or similar decision-maker appointed under the applicable arbitration rules and agreed to by the parties. The special master, procedural arbitrator, or similar decision-maker will have authority to resolve disputes concerning: (i) filing fees owed with respect to any Mass Action; (ii) whether this arbitration agreement has been followed; (iii) whether claimants are barred from proceeding with a Mass Action; (iv) any dispute relating to the representation of the same claimant by multiple law firms; (v) any dispute regarding discovery common to all claims; and (vi) any disputes regarding legal or factual issues common to all claims. If the special master, procedural arbitrator, or similar decision-maker determines that a claimant violated the Mass Action Waiver, either party will have the opportunity to opt out of arbitration within thirty (30) days of the decision. You may opt out of arbitration by providing written notice to legal@grendeneglobal.com. Shopmelissa may opt out of arbitration by sending written notice of its intention to the arbitration provider and to you or your attorney, agent, or representative. For the avoidance of doubt, the ability to opt out of arbitration at this stage in the proceedings applies only if the special master, procedural arbitrator, or similar decision-maker determines that a claimant violated the Mass Action Waiver. If the parties proceed with arbitration, the parties agree to the batching procedures below.
Batching. After proceedings before the special master, procedural arbitrator, or similar decision-maker have concluded, and to the extent any Mass Actions are permitted to proceed, the parties agree that Mass Actions will be batched into groups of no more than 200 demands per batch by state of residence (with any remaining demands batched into a single group). The parties shall inform the arbitrator of the batches and their composition within 14 calendar days of the conclusion of proceedings before the special master. The arbitration provider shall treat each batch of claims as one case, with each case having one demand for arbitration, one appointed arbitrator, and one set of administrative documents and filing fees per batch. The parties shall randomly assign sequential numbers to each batch, and only one batch shall proceed to arbitration at a time in the order of the random sequential numbers. A separate arbitrator will be appointed to, and administrative and filing fees assessed for, each batch as the batch proceeds to arbitration.
Arbitration Procedure. If a party elects to commence arbitration, the arbitration will be administered by the American Arbitration Association (AAA) and governed by the applicable AAA rules to the Dispute; except AAA may not administer any multiple-claimant or class arbitration, as the parties agree that arbitration is limited to the resolution only of individual claims. If there is a conflict between the AAA rules and the rules set forth in these Terms, the rules set forth in these Terms will govern. All Disputes will be resolved by a single neutral arbitrator, and both parties will have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by these Terms. The arbitrator, and not any court, tribunal, agency, or other authority, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms is void or voidable. The arbitrator may grant whatever relief would be available in a court under applicable law or in equity. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
Hearing Format. Unless otherwise agreed, the arbitration shall take place in Delaware, but may proceed telephonically in the event the total amount of the claim does not exceed $2,500 U.S. dollars (if the claimant so chooses). In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which any award is based. During the arbitration, the amount of any settlement offer made by Shopmelissa or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Shopmelissa is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.
Arbitration Fees. The AAA rules will govern payment of filing fees and the AAA’s arbitrator’s fees and expenses. In addition, if the Dispute involves less than $75,000, and before initiating arbitration, you complied with all pre-arbitration requirements in this Section, then we will promptly reimburse your filing fees and pay the AAA’s and arbitrator’s fees and any reasonable expenses (not including any attorney fees or expert witness fees or related costs that your attorney accrued in connection with your individual arbitration).
Amendments to this Section. Notwithstanding any provision in these Terms to the contrary, you and Shopmelissa agree that if Shopmelissa makes any material amendments to the dispute resolution procedure or class action waiver provisions in these Terms, Shopmelissa will notify you and you will have thirty (30) calendar days from the date of notice to affirmatively opt out of any such amendments by sending a written letter to the Shopmelissa Notice Address that specifies: (1) your name; (2) your mailing address; and (3) your request to opt out of such amendments. If you affirmatively opt out of any future amendments, you agree that you will arbitrate any Dispute between us in accordance with the language of this Section as stated in these Terms, without any of the proposed amendments governing. If you do not affirmatively opt out of any future amendments, you will be deemed to have consented to any such future amendments.
Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed, and the remainder of these Terms will remain in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section shall otherwise survive any termination of these Terms.
Governing Law. These Terms and any Dispute, including the interpretation of the arbitration agreement contained herein, will be governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except to the extent any applicable arbitration law requires otherwise.
Exclusive Venue for Other Controversies. Shopmelissa and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Section, other than an individual action filed in small claims court or an equivalent court of limited jurisdiction, shall be filed only in the state or federal courts located in the State of Delaware, and each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.
18. MISCELLANEOUS
These Terms constitute the entire and exclusive understanding and agreement between you and Shopmelissa regarding your access to and use of the Site and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and Shopmelissa regarding the subject matter hereof.
You may not assign, transfer, delegate, subcontract, or sublicense any of your rights or obligations under the Terms without Shopmelissa’s prior written consent. Any attempted assignment, transfer, delegation, subcontracting, or sublicense without such consent will be null and void.
No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by the Terms. Any provisions of the Terms that contemplate performance or observance subsequent to the expiration or termination of the Terms shall survive such expiration or termination.
Our failure to exercise any right or enforce any obligation under the Terms or to take action with respect to a breach by you or others will not constitute a waiver of such right, obligation, or breach.
If an arbitrator or a court or other tribunal of competent jurisdiction finds any provision of the Terms to be invalid, void, or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.
The headings in the Terms are for reference purposes only and do not limit or otherwise affect the meaning or interpretation of any of the provisions hereof.
Except as otherwise expressly set forth herein, the Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.
Complaints regarding the Site or requests to receive further information regarding use of the Site may be sent to help@shopmelissa.com or 230 NW 24th St. Suite 401 Miami FL 33127.
Under California Civil Code Section 1789.3, California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
If you have any questions or concerns, please contact Shopmelissa at help@shopmelissa.com.