Terms & Conditions

These TERMS AND CONDITIONS (this "Agreement") govern your use of the online or digital properties, products, and services provided by Shantress Sadá, LLC, as further detailed below. This Agreement constitutes a legally binding contract between you (including any person assisting you in accessing, registering, or using these online or digital properties, products, or services, collectively referred to as "you" or "your") and Shantress Sadá (hereinafter referred to individually as a "Party" and collectively as the "Parties"). The online or digital properties, products, and services covered by this Agreement include:

1. The website(s) linked to this Agreement (each referred to as the "Site," including its respective pages and features);

2. The content services offered, published, distributed, or transmitted by Shantress Sadá on or through the Site (collectively referred to as the "Service(s)").

Please carefully read this Agreement before accessing or using the Site or the Services, as it constitutes a legally binding contract applicable to each Site and Service, even if you use only one. This Agreement includes a "Dispute Resolution" clause, incorporating waivers of jury trials and class actions.

By creating, registering, or logging into an account on or through the Site, you automatically accept and agree to the most recent version of this Agreement. Similarly, your visit, access, registration, subscription, or use of the Site or the Services signifies your automatic acceptance and agreement to the most recent version of this Agreement. Your continued interaction with any of the aforementioned reaffirms your acceptance and agreement on each occasion.

If you do not accept and agree to this Agreement entirely, you are strictly prohibited from visiting, accessing, registering, subscribing, or using the Site or the Services.

Shantress Sadá reserves the right to supplement, amend, or modify this Agreement at any time. Such modifications will be posted on the Site or another page, or communicated to the email address you provide to Shantress Sadá, as deemed appropriate by Shantress Sadá in its sole discretion. Modifications become effective on their stated effective or modification date. It is your responsibility to review this Agreement each time you interact with the Site or the Services.

1. Eligibility. The Site and the Services are offered exclusively to users aged eighteen (18) or older or the age of majority in their respective jurisdictions, who have accepted this Agreement. By using the Site or the Services, you represent and warrant to Shantress Sadá that you meet these eligibility requirements. You agree to comply with all applicable laws when using the Site and the Services, as well as when purchasing and using any products or services on or through the Site, for lawful purposes.

2. Privacy.

a. Privacy Policy. Shantress Sadá values the privacy of its users. The policies regarding the collection and use of your personal information are outlined in Shantress Sadá Privacy Policy, which you should carefully review each time you interact with the Site or the Services.

b. Express Consent to Privacy Policy. By using the Site or the Services, you expressly consent to Shantress Sadá and its affiliated companies collecting and using information about you (including your personal and non-personal information) as disclosed in Shantress Sadá’s Privacy Policy.

3. Description of Services. The following outlines the Services, noting that Shantress Sadá may not provide all of these Services on each Site, and certain Services may be available only to specific subscribers. Shantress Sadá reserves the right, but is not obligated, to change the operation, features, and content of the Services at its sole discretion from time to time.

a. Product Purchases. The Site may enable you to purchase specific products, some of which may be accessible only upon completion of an online form or other instructions provided by Shantress Sadá.

b. Preorders. The Site may allow you to preorder certain products for delivery at a later date. When you preorder, a specified deposit will be charged. Upon arrival in Shantress Sadá's inventory, any remaining expenses, including shipping fees, taxes, and/or duties, will be automatically processed, and shipment arranged. If a preordered product becomes unavailable, you will be refunded in the form of site credit.

i. You can modify a submitted order only while the preorder event is active, with additional changes requiring a new order.

ii. You may cancel a preorder within 30 days of placing the order, receiving a refund in the form of site credit. After 30 days, cancellation requires express written consent from Shantress Sadá.

Revised Section 4:

4. Your Devices. Certain sections of the Site or the Services may be configured for and accessible through various televisions, computers, tablets, smartphones, or other electronic devices ("Devices"). This Agreement applies uniformly to your visit, access, registration, subscription, and use of the Site and/or the Services across all such Devices. You are responsible for obtaining and updating the necessary Device, software, operating system, carrier, and network access to properly interact with the Site and the Services. Shantress Sadá does not guarantee that the Site, the Services, or any parts thereof will function with any particular Device, software, operating system, carrier, or network. If you use the Site or the Services through a specific Device, you acknowledge and agree that information about your use may be communicated to Shantress Sadá and/or certain third parties. All voice, message, and data fees, rates, charges, and taxes from your Device's carrier or network may apply to your interactions with the Site and/or the Services. You bear full responsibility for such fees, rates, charges, and taxes, if applicable.

5. Ownership. The Site, the Services, and all elements and derivatives thereof (including, without limitation, content, information, source codes, object codes, data, instructions, documentation, and expressions), as well as all associated copyrights, trademarks, trade secrets, and other intellectual properties, are owned, licensed, or used with permission by Shantress Sadá. You do not have or retain any rights, titles, or interests in or to the foregoing, except for the limited rights expressly granted under this Agreement. No rights or permissions granted are coupled with an interest. Nothing in this Agreement waives or limits Shantress Sadá’s or its licensors' respective rights and remedies under applicable law.

6. Rights, Permissions, and Consents.

a. License of the Site. Subject to the terms of this Agreement, Shantress Sadá grants you a limited, non-exclusive, personal, freely-revocable, non-transferable, and non-sublicensable license to access and view publicly displayed pages of the Site. Unauthorized use of the Site or the Services, or any breach of this Agreement, automatically terminates this license.

b. License of the Services. Shantress Sadá grants you a limited, non-exclusive, personal, freely-revocable, non-transferable, and non-sublicensable license to access and use the Services, subject to the terms of this Agreement and any other applicable payment obligations. Unauthorized use of the Site or the Services, or any breach of this Agreement, automatically terminates this license.

c. Reservation of Rights. This Agreement does not restrict or limit Shantress Sadá’s rights, titles, or interests in the Site, the Services, or any elements or derivatives thereof.

7. Suspension or Termination of Service; Disclaimer. Shantress Sadá may suspend or terminate all or any part of the Site or the Services at any time, without notice, as deemed advisable in its sole discretion. Shantress Sadá is not liable for any loss or damage arising from such suspension or termination, including, but not limited to, refunds, lost profits, lost opportunities, monetary damages, disruption, or loss of content.

8. Payments.

a. Products and Services. Shantress Sadá reserves the right to refuse its products and services to you for any reason, at its sole discretion. Shantress Sadá may contact your payment method issuer or law enforcement if it suspects fraudulent or illegal activity.

b. Third-Party Vendors. All monetary transactions occur through an online payment processing application provided by third-party vendor(s). Shantress Sadá's relationship with these vendors is contractual; they are not subject to Shantress Sadá’s direction or control.

c. Payment Authorization. By providing payment information through the Site, you authorize Shantress Sadá to share this information with third-party payment processing vendor(s), obtain updated payment information, and charge payments accruing under your account.

d. Payment Obligations. You are responsible for all amounts accrued through your use of the Site or Services, third-party payment processing vendor(s), or other third-party providers. You agree to be responsible for all associated payments, fines, penalties, liabilities, and expenses.

e. Waiver of Claims; Unauthorized Payments. You waive all claims against Shantress Sadá related to any unauthorized payments, whether authorized or not, on or through your use of the Site or Services.

f. Accurate Payment Information. You represent that your payment information on the Site is current, complete, and accurate, agreeing to promptly notify Shantress Sadá of any changes.

g. Refunds, Returns, and Exchanges. All sales and payments on or through the Site are final and not subject to refund, return, or exchange, except as expressly stated in this Agreement.

9. Electronic Communications.

a. Express Consent. You expressly consent to Shantress Sadá sending you electronic messages through various means. You agree that no communication shall violate applicable laws, and you are responsible for related fees.

b. Opt-Out. You may opt-out of receiving electronic messages from Shantress Sadá at any time, understanding that it may impact your interactions with the Site, Shantress Sadá’s products, or services.

10. Prohibited Activities. You shall not engage in various activities related to the Site or the Services, including impersonation, infringement of intellectual property, illegal content publication, or any act that Shantress Sadá deems improper, illegal, or harmful.

11. Links to Other Sites, Apps, Networks, Platforms, and Servers

a. Linked Technologies. The Site and/or any communications sent on, through, or as a function thereof may contain links to third-party websites, networks, platforms, servers, and/or applications. Similarly, third-party websites, networks, platforms, servers, applications, and/or communications may contain links to the Site and/or the Services (collectively, “Linked Technologies”). The Linked Technologies are not under the control of Shantress Sadá . The Site, the Services, and any such communications contain outgoing links as a convenience to you for any purpose.

b. Disclaimer About Linked Technologies. Shantress Sadá is not responsible for any information, content, goods, services, promotions, advertisements, programs, codes, or other items found on or excluded from the Linked Technologies. This includes, but is not limited to, malicious software, spyware programs, inaccurate information, and illegal content. Shantress Sadá does not make, nor has Shantress Sadá made, any representations or warranties (express, implied, or otherwise) concerning the terms of use or service, privacy policies, agreements, information, content, goods, services, promotions, advertisements, programs, codes, or other items found on or excluded from the Linked Technologies. The fact that the Site may link to or from any Linked Technologies does not constitute an affiliation with, association with, or endorsement of such Linked Technologies or any information, content, goods, services, promotions, advertisements, programs, codes, or other items found on or excluded from such Linked Technologies. If you decide to access any Linked Technologies, you do so at your own risk.

12. User Representations, Warranties, and Covenants.

You represent, warrant, and covenant to Shantress Sadá that:

(a) You are a natural person and eighteen (18) years of age or older, or otherwise the age of majority in your jurisdiction.

(b) You have read and understand this Agreement in its entirety.

(d) You understand and acknowledge that by accepting this Agreement, you are giving up certain legal rights and remedies.

(e) You voluntarily accept and agree to, and will fully comply with, the terms and conditions of this Agreement.

(f) You will not violate any applicable international, federal, state, or local laws concerning the Site, its servers, the Services, or any information, communications, or content found on or through them.

(g) Shantress Sadá is not required to seek the permission of or compensate any third party(s) to exercise any of the rights granted by you under this Agreement.

(h) No obligation, disability, agreement, or adverse claim exists that may restrict your performance or grant of rights hereunder.

(i) All information you provide to Shantress Sadá in connection with your access or use of the Site and the Services is truthful and accurate.

(j) You are not listed on any United States government list of prohibited or restricted parties.

13. Disclaimers and Limitations.

a. General Disclaimer. Your visit, access, registration with, subscription to, or use of the Site and any products or services made available to you on, through, or in relation to the Site (including, without limitation, the Services) is done at your own risk. The Site, those products and services, the success or performance of the Site or those products and services, and all information, communications, content, and features offered, marketed, sold, provided, licensed, or made available on, through, or in relation to the Site or those products and services are provided to you on an “as is,” “where is,” “as available,” and “with all faults” basis. Shantress Sadá does not make, nor has Shantress Sadá made, any representations or warranties of any kind or nature (whether direct or indirect, oral or written, or express or implied) to you with respect to the Site, those products and services, any such information, communications, content, and features, or their success, performance, functionality, quality, completeness, accuracy, reliability, marketability, or safety. Shantress Sadá expressly disclaims any and all express warranties, implied warranties (including, without limitation, implied warranties of merchantability, fitness for a particular purpose, good faith and fair dealing, title, non-infringement, performance, functionality, quality, completeness, accuracy, reliability, and safety), and warranties arising from conduct, course of dealing, custom, and usage in trade with respect to the Site, those products and services, any such information, communications, content, or features and their success, performance, functionality, quality, completeness, accuracy, reliability, marketability, and safety. Shantress Sadá does not make, nor has Shantress Sadá made, any affirmation of fact, promise, or warranty (express, implied, or otherwise) relating to the Site, the Services, any such information, communications, content, or features or their success, performance, functionality, quality, completeness, accuracy, reliability, marketability, or safety that extends beyond the face of this Agreement or that has become any basis of any bargain.

b. Disclaimer About Products and Services. All descriptions, images, references, features, content, specifications, products, and prices of any products or services offered on, through, or in relation to the Site (including, without limitation, the Services) are subject to change at any time and without notice to you. Certain weights, measures, and other descriptions are approximate and are provided for convenience purposes only. The inclusion of any products or services on, through, or in relation to the Site (including, without limitation, the Services) does not imply or warrant that they are or will be available. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession, use, and sale of any product or service ordered or purchased on, through, or in relation to the Site (including, without limitation, the Services). Shantress Sadá reserves the right, with or without prior notice to you, to do any one or more of the following: (i) limit the available quantity of or discontinue any such product or service; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (iii) bar you from making or completing any transactions on, through, or in relation to the Site or the Services; and (iv) refuse to provide you with any such product or service.

c. Disclaimer About System Delays. You understand and acknowledge that the Site and the Services may be subject to limitations, delays, and other problems inherent in the use of third-party communication networks and facilities that are outside of Shantress Sadá ’s control. Accordingly, Shantress Sadá shall not be responsible for, and expressly disclaims, any delays, failures, losses, injuries, liabilities, or damages associated with the Site or the Services which result from any system delays, downtimes, interruptions, or other failures of or problems with the Site, or the Services which are outside of Shantress Sadá ’s control (including, without limitation, scheduled maintenance or network failure).

d. Limitation of Liability. In no event shall Shantress Sadá or any of Shantress Sadá ’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees

be held liable to (or be obligated to indemnify) you or any third party for any direct, indirect, punitive, or special damages (including, without limitation, legal costs, attorney fees, lost profits, replacement costs, or repair costs) caused by or arising from or in connection with: (i) your visit, access, registration with, subscription to, or use of the Site or the Services, or your inability to visit, access, register with, subscribe to, or use the Site or the Services; (ii) any products or services made available on, through, or in relation to the Site (including, without limitation, the Services); (iii) any statements, content, or conduct of any third party on, through, or in relation to the Site or any such products or services; (iv) any unauthorized access to or alteration of your personal information; (v) any hacking, denial of service attacks, data security breaches, or other third-party conduct that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s), or network(s); (vi) any transmission, download, or infection of any software, system, program, file, process, device, application, or routine (including, without limitation and by way of example only, robots, scrapers, spiders, viruses, spyware, and malware) that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s), or network(s); (vii) the fact that you have relied on any information, content, or communications published on, through, or in relation to the Site or any such products or services; or (viii) any acts, errors, or omissions of any third-party providers. If you are dissatisfied with the Site or any products or services offered, sold, licensed, or made available on, through, or in relation to the Site (including, without limitation, the Services), then your sole and exclusive remedy is to discontinue your access and use of the Site and such products and services.

e. No Injunctive Relief. If Shantress Sadá breaches or otherwise violates this Agreement, then you shall not be entitled to seek or obtain, and you do hereby waive, any type of injunctive relief against the Site or any products or services made available on, through, or in relation to the Site (including, without limitation, the Services) as a result of such breach or other violation. For the avoidance of doubt, the foregoing limitation on injunctive relief does not limit your ability to seek or recover any monetary remedies authorized by law in the event of any such breach or other violation (except for those which are otherwise expressly precluded by this Agreement).

f. Limitation of Remedies. If Shantress Sadá breaches or otherwise violates this Agreement, then in no event shall you be entitled to recover any special, incidental, consequential, speculative, or punitive damages arising out of or in relation to such breach or other violation, even if Shantress Sadá has been notified of the possibility of such damages; and in no event shall Shantress Sadá ’s liability under this Agreement exceed the amount that you have actually paid directly to Shantress Sadá within the six (6) month period immediately preceding the date of such breach, if any, or other violation of this Agreement.

g. Consumer Protections. The disclaimers and limitations set forth in this section are not intended to limit liability or alter your rights as a consumer that cannot be limited or altered under applicable law.

14. General Release of Claims. You hereby release and hold harmless Shantress Sadá and Shantress Sadá ’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, personal injury, property damage, negligence, and/or any other legal theory arising from or in connection with the Site, the products or services made available on, through, or in relation to the Site (including, without limitation, the Services), and/or the rights and privileges granted or conveyed by you under this Agreement.

5. Indemnification. You hereby agree to indemnify, release, and hold harmless Shantress Sadá and Shantress Sadá ’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties, and expenses (including costs and reasonable outside attorneys’ fees) incurred by such indemnitees, or asserted against such indemnitees by third parties, arising out of or in connection with (a) your acts, errors, or omissions, (b) your use of the Site or any products or services made available on, through, or in relation to the Site (including, without limitation, the Services) in any manner contrary to the terms and conditions of this Agreement, (c) your violation of the rights of or other injury to any third party, and/or (d) your breach of all or any part of this Agreement.

16. Term; Termination; Survival. This Agreement shall continue and remain in effect until it is terminated in accordance with the terms and conditions herein. Shantress Sadá may terminate this Agreement at any time, for any or no reason, and without notice to you (including, without limitation, if Shantress Sadá believes that you have violated or acted inconsistently with any term or condition of this Agreement). If this Agreement is terminated for any reason, then all rights granted to you under this Agreement shall automatically revert back to Shantress Sadá , and the following shall survive in perpetuity: (a) all defined terms under this Agreement; (b) all rights and privileges under this Agreement which were granted to and/or accrued in favor of Shantress Sadá and/or any of Shantress Sadá ’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees as of the date of this Agreement’s termination; (c) all payments which accrued as of the date of termination; (d) all disclaimers, limitations of liability, and limitations of remedies; and (e) all representations, warranties, covenants, certifications, releases, indemnifications, and promises made by you under this Agreement.

17. Governing Law. This Agreement, the additional terms, conditions, and policies referenced herein (including Shantress Sadá ’s Privacy Policy), your visit, access, registration with, subscription to, or use of the Site or the Services, any transactions made on, through, or in relation to the Site, any products or services purchased on, through, or in relation to the Site (including, without limitation, the Services), the Parties’ relationship, and all disputes, controversies, and claims arising from or in connection with any of the foregoing (whether grounded in contract, tort, statute, law, or equity) shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of Georgia in the United States of America, regardless of any choice of law analysis. For the avoidance of any doubt, the United Nations Convention on Contracts for the International Sale of Goods shall have no application whatsoever.

18. Dispute Resolution. a. Forum; Waiver. Any action, suit, or other proceeding arising out of or relating to this Agreement, or any transaction contemplated thereby, shall be brought exclusively in the state or federal courts located in New York County, New York, and the Parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, said courts. The Parties hereby irrevocably waive any objection each may now or hereafter have to such jurisdiction and venue. b. Waiver of Jury Trial and Class Action. Each Party does hereby waive his/her/its right to a trial by jury, to participate as the member of a class in any purported class action or other proceeding, or to name unnamed members in any purported class action or other proceedings with respect to any action, suit, or other proceeding arising out of or relating to this Agreement, or any transaction contemplated thereby. 19. Notice. Unless otherwise expressly stated in this Agreement, Shantress Sadá may give or deliver all other notices to you by means of a general notice posted on this or another page of the Site, or by email or other electronic communication to you.

20. Miscellaneous.

a. Electronic Signatures. If your acceptance of this Agreement is further evidenced by your affirmative assent to the same (e.g., by a “check the box” acknowledgment procedure), then that affirmative assent is the equivalent of your electronic signature to this Agreement. However, for the avoidance of doubt, your electronic signature is not required to evidence or facilitate your acceptance and agreement to this Agreement, as you agree that the conduct described in this Agreement as relating to your acceptance and agreement to this Agreement alone suffices.

b. Excused Performance. Shantress Sadá is hereby excused for any failure to perform under this Agreement to the extent that its performance is prevented by any reason outside of its reasonable control or that may be characterized as a force majeure event.

c. Assignment and Delegation. You shall not assign, delegate, or otherwise transfer any of your rights or obligations under this Agreement without Shantress Sadá’s prior written consent in each instance.

d. Construction and Interpretation. This Agreement shall be construed to have been drafted by all of the Parties, so that any rule of construction or interpretation that construes or interprets ambiguities against the drafter shall have no force or effect.

e. Headings. Section headings are inserted in this Agreement for reference and convenience only and shall not interpret, define, limit or describe the scope, intent, terms or conditions of this Agreement.

f. Severability. If any term or condition of this Agreement is deemed invalid or unenforceable by the arbitrator or (if applicable) a court of law with binding authority, then the remaining terms and conditions shall not be affected, and said arbitrator or court of law shall reform the invalidated or unenforceable term or condition to the maximum extent permitted under the law and consistent with the intent of this Agreement.

g. Entire Agreement. This Agreement, together with those additional terms, conditions, and policies referenced herein and/or made available herein by hyperlink (including Shantress Sadá’s Privacy Policy), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof; supersedes any prior agreements and understandings, if any, between the Parties with respect to such subject matter; and shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.

21. Contact Us. Please direct any questions you may have about the Site, the Services, or this Agreement to sada@shantresssada.com, with a subject line of “Website Question.” The foregoing contact information may change from time-to-time by supplementation, amendment, or modification of this Agreement.

22. Last Modified. This Agreement was last modified on 1 December, 2023.