NO WARRANTY

The Websites, Mobile Apps, and Materials are provided for general information only. They are not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Websites or the Mobile Apps.

Although we make reasonable efforts to update the information on the Websites and the Mobile Apps, we make no representations, warranties, or guarantees, whether express or implied, that the Websites, Mobile Apps, or Materials are accurate, complete, or up-to-date. Please note that while we have tried to accurately display the colors and other features of our products, the colors and other features you see will depend on your monitor/screen, and the actual colors and features may vary. Further, we try to keep the Websites and the Mobile Apps available, bug-free, and safe, but you use them at your own risk, and we do not guarantee that the Websites or the Mobile Apps will always be available, safe, secure, or error-free, or that the Websites or the Mobile Apps will always function without disruptions, delays, or imperfections.

Without limiting the foregoing, the Websites, Mobile Apps, and their content are provided “as is” and “as available” without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, accuracy, non-infringement, or warranties that may rise from course of dealing or course of performance or usage of trade.

Applicable law in some locations, such as the State of New Jersey, does not allow the waiver of implied warranties set forth above, so this provision may not apply to you.

No advice or information, whether oral or written, obtained from us or through the Websites or the Mobile Apps, will create any warranty or representation not expressly made herein. WE ARE NOT RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, AND YOU RELEASE US FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

LIMITATION OF LIABILITY

To the extent not prohibited by law, you acknowledge and agree that in no event will the Company or its related companies (including any parents, subsidiaries, partners, licensors, joint ventures, distributors, administrators, third-party information providers, and any other persons or entities involved in the delivery of products, services, or information through the Websites or the Mobile Apps, predecessors, successors, or assigns), and each such company’s owners, directors, officers, employees, counsel, representatives, and agents, as well as each of their insurers, co-insurers, reinsurers, and insurance brokers, and any other persons or entities acting by, through, under, or in concert with any of them, whether in the past, present, or future (the “Company Parties”) be responsible or liable to you or any third party, under any theory of responsibility or liability, for any indirect, special, exemplary, incidental, consequential, or punitive damages (including, but not limited to, procurement of substitute goods or services; loss of data, use, or profits; business interruptions; or any other damages or losses), for any multiplier on or increase to damages, or for any costs or fees (including attorneys’ fees), whether under these terms or otherwise, arising in any way in connection with the Websites, the Mobile Apps, these Terms of Use, or any products procured through the Websites, Mobile Apps, or the Company, whether arising at law, in equity, or otherwise, and whether based in contract, strict liability, tort (including negligence or otherwise), common law, statute, equity, or otherwise, even if we have been advised of the possibility of such damage, or for any other claim, demand, or damages whatsoever, arising out of or related to your use or inability to use the Websites or the Mobile Apps. You specifically acknowledge that the Company Parties shall not be liable for defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.

Without limitation of the foregoing, and to the extent not prohibited by law, the total liability of the Company Parties for any reason whatsoever arising out of or related to the use of, or inability to use the Websites or the Mobile Apps, these Terms of Use, or any products procured through the Websites, Mobile Apps, or the Company shall not exceed $100, or the amount you paid us, if any, for products purchased through the Websites or the Mobile Apps, whichever amount is greater. This liability, if any, shall be complete and exclusive. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Applicable law in some locations, such as the State of New Jersey, does not allow the limitation of liability of certain damages set forth above, including the provisions of this section that limit or exclude special, exemplary, consequential, or punitive damages, or limit or exclude the use of any multiplier on or increase to damages, and limit the liability of any of the Company Parties, to the greater of either $100 or the amount paid by you for any products purchased through the Websites or the Mobile Apps. These limitations or exclusions may not apply to you. The provisions of this section do not apply to the extent, and only to the extent, not permitted by applicable law.

FORCE MAJEURE

IN NO EVENT SHALL THE COMPANY PARTIES BE DEEMED IN DEFAULT OR OTHERWISE LIABLE TO ANY MEMBER FOR ANY DELAY IN OR FAILURE TO PERFORM DUE TO CAUSES BEYOND THEIR CONTROL, INCLUDING, WITHOUT LIMITATION, ANY ACT OF GOD, ACT OF WAR, FIRE, EARTHQUAKE, BLIZZARD, FLOOD, DANGER TO PUBLIC HEALTH OR SAFETY, ACCIDENT, EXPLOSION, CASUALTY, STRIKE, LOCKOUT, LABOR CONTROVERSY, RIOT, CIVIL DISTURBANCE, ACT OF PUBLIC ENEMY, EMBARGO, WAR, LAW, ORDINANCE, REGULATION, LEGAL ORDER (UNLESS CAUSED BY THE COMPANY PARTIES’ DEFAULT THEREUNDER), FAILURE OR DELAY OF ANY TRANSPORTATION, POWER, OR COMMUNICATION SYSTEM, NATURAL DISASTER, TERRORISM, PANDEMIC OR EPIDEMIC, OR ANY ACT OR OMISSION OF A THIRD PARTY.

INDEMNITY

You agree to indemnify and hold the Company Parties from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by Company Parties arising from, in connection with, or relating to (a) your violation or breach of these Terms of Use; (b) your violation of any rights of any third party; and (c) your negligence or willful misconduct. You agree that the Company Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees and litigation expenses of the Company Parties in connection therewith. You will also indemnify and hold the Company Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed through the Websites or the Mobile Apps.

ENFORCEMENT

You have no reasonable expectation of privacy while using the Websites or the Mobile Apps because we reserve the right to view, monitor, and/or record activity on the Websites or the Mobile Apps (in accordance with applicable law) and to comply with government or court appointed authorities when necessary. Actual or attempted unauthorized use of the Websites or the Mobile Apps may also result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. You shall therefore not, nor shall you permit any third party to, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure established by us for use of or with the Websites or the Mobile Apps. Moreover, you also acknowledge that any breach, threatened or actual, of these Terms of Use by you may cause irreparable injury to us and/or our licensors, such injury would not be quantifiable in monetary damages, and we and/or our licensors would not have an adequate remedy at law. You therefore agree that we and/or our licensors (or on their behalf) shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of these Terms of Use. Accordingly, you hereby waive any requirement that we or our licensors post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to us to enforce any provision of these Terms of Use.

LINKS TO OTHER WEBSITES; LINKS TO THE WEBSITES OR THE APPS

The Websites or the Mobile Apps may include links to third-party websites. These links are provided for your information only. We do not control and are not responsible for the content or privacy policies of any linked website, and the inclusion of any link on the Websites or the Mobile Apps does not imply our endorsement or approval of it. We are not responsible for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites.

You may link to the Websites or the Mobile Apps, as long as you do so in a way that is non-commercial, is fair and legal, and doesn’t damage or take advantage of our reputation. You may not link in a way that suggests any form of approval or endorsement by us where none exists. The Websites and the Mobile Apps may not be framed on any other website without our permission.

We reserve the right to withdraw linking permission without notice.

GOVERNING LAW

Non-U.S. Visitors

Except as set forth in the next paragraph, these Terms of Use and all disputes, actions, claims, or other controversies concerning or arising in any way out of your use (or lack of use) of, access (or lack of access) to, or a purchase from, the Websites or the Mobile Apps; the Virtual Makeup Try-On Tool; these Terms of Use or any Additional Terms; any product or service; any advertising or promotion of Company; or communication with the Company Parties (collectively, a “Dispute”), whether based in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis shall be governed by and construed in accordance with the laws of the country in which you reside. By using the Websites or the Mobile Apps or our product or services, you irrevocably agree that the country in which you reside shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms of Use or its subject matter or formation.

The Company contracts with US Direct E-Commerce Limited (trading as eShopWorld) to sell and deliver e.l.f. Cosmetics, e.l.f. SKIN, and Keys Soulcare products purchased on the Websites or the Mobile Apps to consumers in certain countries/regions outside of the United States. If your order for those brands is shipping to one countries/regions where our international shipping is supported by eShopWorld, the contract for the purchase, sale and delivery of our products will be between you and eShopWorld, and subject to the eShopWorld Terms and Conditions (located here).

U.S. Visitors

These Terms of Use have been made in and will be construed and enforced solely in accordance with the laws of the state of California; provided, however, that the arbitration provisions herein shall be governed by the Federal Arbitration Act and the American Arbitration Association (“AAA”) Consumer Arbitration Rules (the “AAA Rules”), as described more fully below. You and the Company also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to these Terms of Use and is hereby disclaimed. A printed version of these Terms of Use and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent as other documents and records originally generated and maintained in printed form. Please contact the Company if you wish to receive a printed copy of these Terms of Use.

BINDING ARBITRATION AGREEMENT; CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Scope of the Arbitration Agreement. Mindful of the high cost of legal disputes, not only in dollars but in time and energy, both you and we agree that any and all disputes, actions, claims, or other controversies concerning or arising in any way out of your use (or lack of use) of, access (or lack of access) to, or a purchase from, the Websites or the Mobile Apps; the Virtual Makeup Try-On Tool; these Terms of Use or any Additional Terms; any product or service; and any advertising, promotion, of or other communications with a Company Party (collectively, a “Dispute”), whether based in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis, shall be resolved exclusively through final and binding individual arbitration. “Dispute” will be given the broadest possible meaning allowable under law.

This agreement to arbitrate covers and includes threshold questions of arbitrability. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any and all Disputes arising out of or relating to the formation, existence, scope, validity, interpretation, applicability, or enforceability of this agreement to arbitrate, or any part of it, or of these Terms of Use, including, but not limited to, any claim that all or any part of this agreement to arbitrate or the Terms of Use is void or voidable. If any party disagrees about whether the foregoing provision (or any portion of this agreement to arbitrate, including without limitation the provisions relating to arbitration) can be enforced or whether it applies to the Dispute, the parties agree that the arbitrator will decide that Dispute. Notwithstanding the foregoing, however, the parties agree that any issue concerning the validity of the class action waiver below must be decided by a court, and an arbitrator does not have authority to consider the validity of the class action waiver. Both you and we understand and agree that we are waiving our right to sue or go to court to assert or defend our rights, except as set forth below.

Exceptions. Notwithstanding the remainder of this binding Arbitration Agreement, you and we agree that the following types of Disputes will be resolved in court, unless both you and we agree to submit the Dispute to arbitration pursuant to this binding Arbitration Agreement:

1. Disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual Dispute and not as a class, representative, or consolidated action or proceeding;

2. Disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or

3. Intellectual property Disputes.

For the avoidance of doubt, the waiver of the right to bring claims in or otherwise participate in a class, representative, or consolidated action or proceeding set forth in the class action waiver provision below does not prevent you from seeking public injunctive relief in an individual capacity to the extent otherwise permitted by law.

You and we also agree that for Disputes where both injunctive relief (including public injunctive relief) and non-injunctive relief are sought, you and we will first submit the Dispute for non-injunctive relief to arbitration pursuant to this Binding Arbitration Agreement; Class Action Waiver section. The arbitrator will not be permitted to grant injunctive relief (unless the parties mutually agree otherwise). Once the arbitration of the Dispute or claim for non-injunctive relief has concluded, you and/or we may seek the injunctive relief (including the public injunctive relief) in court to the extent permitted by law.

Any litigation in court of the foregoing types of Disputes (except for small claims court actions) may be commenced only in a federal or state court located within San Francisco, California, and you and we each consent to the jurisdiction of those courts for such purposes. Regardless of whether the foregoing types of Disputes in this Exceptions provision are resolved by a court or pursuant to arbitration, you and we agree that the Dispute is subject to the class action waiver provision set forth below.

Informal Dispute Resolution. Either party asserting a Dispute shall first try in good faith to resolve it by providing written notice as specified below to the other party describing the facts and circumstances (including any relevant documentation) and allowing the receiving party 30 days in which to respond. Both you and we agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

How Arbitration Works. Either party may initiate arbitration of a Dispute, which will be settled by final and binding arbitration, using the English language, administered by AAA under the AAA Rules then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms of Use). Because your contract with us, these Terms of Use, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Unless you and we agree otherwise, including to conduct the arbitration by telephone or videoconference, any arbitration hearing shall take place in San Francisco, California, unless the arbitrator determines that a different location would better serve the convenience of the parties. If you live outside the United States, any arbitration will take place in San Francisco, California. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the AAA Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, we will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Each party is responsible for his, her, their or its own attorneys’ fees and expenses, and we will not pay your attorneys’ fees or expenses except to the extent ordered to do so by the arbitrator. If you prevail in arbitration, however, you will be entitled to an award of reasonable attorneys’ fees and expenses to the extent allowed for under applicable law and ordered by the arbitrator. In the event the arbitrator determines the claim you asserted in the arbitration to be frivolous according to Federal Rule of Civil Procedure 11, or brought for an improper purpose, you agree to reimburse us for all fees associated with the arbitration paid by us that you otherwise would have been obligated to pay under the AAA Rules. In determining whether an action is frivolous, the arbitrator may consider whether hawse have offered you a full refund of the sum you paid for items you purchased from us or has otherwise offered full relief to you in relation to your individual claim. If the arbitrator, upon final disposition of the case, finds your Dispute was not frivolous, we will reimburse any filing fees that you paid and were not otherwise reimbursed. Judgment on the arbitration award may be entered in any court that has jurisdiction. Except as stated below under “Batch Arbitration”, any arbitration under these Terms of Use will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms of Use, you and we are each waiving the right to trial by jury or to participate in a class action or class arbitration.

Batch Arbitration. Notwithstanding any provision to the contrary in the foregoing or in the applicable AAA Rules then in effect, and to the maximum extent permitted by applicable law, you and we agree that, in the event there are 25 or more individual arbitration demands filed within a 90-day period relating to the same or similar facts and asserting the same or similar claims for relief, brought by claimants represented by the same counsel or counsel coordinating with one another, the following rules shall apply:

• AAA shall administer the arbitration demands in batches of 25 demands per batch (or as close as possible to 25, where there are fewer than 25 demands to fill a batch).

• For each such batch, AAA shall appoint a single arbitrator and resolve the batch as a single consolidated arbitration, with one set of filing, administrative, and arbitrator fees due per batch (with the same fee schedule being applied to the entire batch as would ordinarily apply to a single arbitration).

• Batches may be arbitrated concurrently. Arbitration awards in one batch shall have no precedential effect on subsequently administered batches.

• You and we shall cooperate with one another and with AAA to implement this batch arbitration process in good faith, in the interests of minimizing the costs of arbitration.

Any challenge by a party to the applicability, validity, or enforceability of this batch arbitration provision shall be decided only by a court of competent jurisdiction and not by an arbitrator. In the event that this batch arbitration provision is found to be invalid or unenforceable, or in the event that the AAA declines to implement this batch arbitration provision for any reason, the entire Arbitration Agreement shall be of no force and effect when there are 25 or more individual arbitration demands filed within a 90-day period relating to the same or similar facts and asserting the same or similar claims for relief, brought by claimants represented by the same counsel or counsel coordinating with one another. The class action waiver, however, will still apply to the extent permitted by law.

WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND THE COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND THE COMPANY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND THE COMPANY AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW AND CONSISTENT WITH THE EXCEPTIONS CLAUSE ABOVE.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

Right to Opt-Out of Arbitration. You have the right to opt-out and not be bound by the arbitration provisions and/or the class action waiver set forth in these Terms of Use by sending written notice of your decision to opt-out to: