ask charlotte: ai assistant us terms of use

These Terms are intended for users in the United States. Please read them carefully before using the Ask Charlotte AI Assistant ("Ask Charlotte").

By using Ask Charlotte, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use Ask Charlotte.

Key Information Summary

Before you use Ask Charlotte, please note the following important points. This summary does not replace the full Terms below, which you should read carefully.

What Ask Charlotte is: Ask Charlotte is an AI-powered chatbot designed to help you discover beauty products and receive personalized recommendations. Ask Charlotte is artificial intelligence software, it is not a human, not a medical professional, and not a companion or emotional support tool. When you interact with Ask Charlotte, you are communicating with an automated computer program, not a real person. See sections 4 and 5.

Eligibility: You must be aged 18 or over to use Ask Charlotte. Ask Charlotte is not available to users located in the states of Washington or Illinois. See section 3.

What information we use: Ask Charlotte generates responses using only your chat inputs and our own content (such as product information, FAQs, and how-to guidance). We have designed the service to minimise personal data. Please do not include personal data. If you do, we may process limited conversation logs for up to 90 days for operation, safety and quality. See section 8.

Please do not share personal information: We ask that you do not submit sensitive or personal information (such as health details, financial information, Social Security numbers, or information about other people) through Ask Charlotte. See sections 6 and 8.

Conversation log storage: We store conversation logs for up to 90 days for service operation, quality assurance, and safety monitoring purposes. This is not "memory" linked to you as an individual. See section 8.

Human review: Our team may review conversation data for quality assurance, safety monitoring, and incident investigation (for example, to identify concerning interactions or improve the service). See sections 6.7 and 8.

AI limitations: Responses are generated automatically using AI technology and may occasionally be inaccurate, incomplete, out of date, or unsuitable. You should use your own judgment and verify important information. Ask Charlotte may produce errors or "hallucinations”, and its responses do not constitute professional advice of any kind. See section 5.

Limitation of liability: Ask Charlotte is a free service provided "as is" without warranties. To the maximum extent permitted by applicable law, we disclaim all warranties and limit our liability as described in section 11.

Your rights: You retain rights in content you submit, but you grant us a license to use it for operating, improving, and developing Ask Charlotte. See section 7.

Your privacy rights: Depending on your state of residence, you may have specific privacy rights under applicable state privacy laws. See section 8.

THESE TERMS OF USE INCLUDE A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. THIS PROVISION AFFECTS YOUR RIGHTS TO RESOLVE DISPUTES WITH CHARLOTTE TILBURY BEAUTY INC. AND YOU SHOULD REVIEW IT CAREFULLY. See section 13.

1. About these Terms

1.1 These terms of use ("Terms") explain how you may use Ask Charlotte and any information, content, or outputs generated through it ("Outputs").

These Terms apply between:

• Charlotte Tilbury Beauty Inc. / the Charlotte Tilbury group entity operating the Charlotte Tilbury US website and app (the "Company," "we," "us," or "our"); and

• you, the individual who accesses or uses Ask Charlotte ("you" or "your").

1.3 Ask Charlotte is made available via our US e-commerce website at https://www.charlottetilbury.com/us and mobile application. Your use of the website and app and any purchases you make are also governed by our separate website and app terms and conditions of use and sale terms (as applicable).

1.4 A copy of these Terms will remain available within the Ask Charlotte interface and on our website and app at: https://www.charlottetilbury.com/us/help/ask-charlotte-terms. We recommend that you save or print a copy for your records.

1.5 If you would like these Terms in another format (for example, audio or large print), please contact us using the details in section 2.

2. About Us and How to Contact Us

2.1 We are Charlotte Tilbury Beauty Inc., a company incorporated in the State of Delaware, with principal place of business at 148 Lafayette Street, New York, NY 10013.

2.2 If you have any questions, complaints, or feedback about Ask Charlotte, please contact us using the contact forms available here: https://help.charlottetilbury.com/hc/en-us.

2.3 If you wish to exercise any privacy rights available to you under applicable state law, please contact us using our Privacy Request Portal.

3. Eligibility and Availability

3.1 Age Restrictions: You must be at least 18 years old to use Ask Charlotte. By using Ask Charlotte, you confirm that you are at least 18 years old. Ask Charlotte is not directed to children.

3.2 Geographic Restrictions: Ask Charlotte is not available to users located in the states of Washington or Illinois. By using Ask Charlotte, you represent and warrant that you are not located in Washington or Illinois. We may use technical measures, including IP-based geolocation, to restrict access from these states.

3.3 Ask Charlotte is provided for your personal and non-commercial use only.

3.4 We may change, suspend, withdraw, or restrict Ask Charlotte at any time (including because it is in development and we are testing and improving it), without prior notice.

3.5 Ask Charlotte is designed for use by consumers located within the US (other than Washington and Illinois). If you choose to access it from outside the US (or from Washington or Illinois), you do so at your own risk and you are responsible for compliance with local laws where they apply.

4. What Ask Charlotte Is (and Is Not)

4.1 Ask Charlotte is artificial intelligence software, not a human. It is an AI-powered tool which provides beauty product discovery and recommendations based on your inputs. When you use Ask Charlotte, you are interacting with an AI system, not a human being.

4.2 Outputs are generally limited to (and generated using) our own products, content, and information. Outputs are not a complete or exhaustive description of all products that may be available or suitable for you.

4.3 Where Ask Charlotte displays or ranks products, it may take account of factors such as your stated preferences, product availability, pricing, promotions, and other commercial factors. This does not mean that any product is guaranteed to be suitable for you.

4.4 Ask Charlotte is not a human and does not provide human customer service. If you wish to speak to a person, please use our customer care channels set out in section 2.

4.5 Ask Charlotte is not a companion and must not be used as one. It is not designed to provide emotional support or counseling and should not be relied upon for wellbeing, relationship, mental health, or crisis support.

4.6 Ask Charlotte does not provide medical, legal, financial, or other professional advice and is not a medical device. You must not use it for diagnosis, treatment, prevention of disease, or other clinical decisions. If you have any medical or healthcare concerns (including skin conditions or allergies), consult an appropriate healthcare professional (for example, your physician, dermatologist, or pharmacist). Any information provided by Ask Charlotte regarding products is for general informational purposes only and is not a substitute for professional medical advice.

4.7 Always read the full product description, instructions for use, and ingredient information before purchasing or using any product. Product suitability may depend on factors Ask Charlotte does not know. Outputs do not represent professional advice or guaranteed suitability.

5. Limitations of AI Technology and Outputs

5.1 Ask Charlotte uses third-party artificial intelligence technology. While we take steps to improve relevance and reduce inappropriate or biased responses, AI technology has inherent limitations. Outputs may be inaccurate, incomplete, out of date, misleading, biased, inappropriate or offensive. AI systems can produce errors commonly known as "hallucinations," where the system generates plausible-sounding but incorrect or fabricated information.

5.2 Outputs are generated automatically by artificial intelligence and may not reflect our views or official positions. You should use your own judgment before relying on any Output, and you should verify key information using official product pages, labels, and/or professional advice where appropriate. We do not guarantee the accuracy, completeness, or reliability of any Output.

5.3 Outputs may not be unique to you. Other users may receive the same or similar Outputs.

5.4 We may provide functionality to rate, report, or provide feedback on Outputs. If you see an Output that you consider harmful, unsafe, discriminatory, misleading, or otherwise inappropriate, please use the reporting/feedback option (if available) and/or contact us using section 2.

5.5 We do not represent or warrant that Ask Charlotte will meet your requirements or that its operation will be uninterrupted, timely, secure, or error-free.

6. Your Content and Acceptable Use

6.1 When you use Ask Charlotte, you may submit messages, prompts, and other materials ("Your Content").

6.2 Do not submit sensitive, confidential, or proprietary information in Your Content. Other than personal information (which will be handled in line with our Privacy Policy), anything you submit will be treated as non-confidential and non-proprietary.

In particular, do not share:

• Any health or medical information (for example, diagnoses, symptoms, medications, treatments, medical images);

• Special categories of personal data (for example, information revealing racial or ethnic origin, religious beliefs, or sexual orientation);

• Financial account information, Social Security numbers, or government-issued identification numbers;

• Personal information about other people unless you have their permission and it is necessary for your inquiry.

6.4 We recommend that you avoid providing third-party personal information entirely.

6.5 You are responsible for Your Content and for ensuring that you have all necessary rights to submit it. You must not submit content that infringes any third-party rights (including intellectual property rights) or that is unlawful, harmful, abusive, harassing, discriminatory, obscene, defamatory, or misleading.

6.6 As a condition of your use of Ask Charlotte, you agree not to:

• Use Ask Charlotte for any purpose other than receiving beauty product recommendations and related information for your own personal use;

• Attempt to prompt, instruct, or manipulate Ask Charlotte to generate content that is illegal, hateful, violent, sexually explicit, self-harm related, or otherwise harmful;

• Upload or transmit malware or attempt to gain unauthorized access to Ask Charlotte, the website and app, or related systems;

• Interfere with, damage, overburden, or impair Ask Charlotte (including by spamming or submitting excessive messages);

• Reverse engineer, decompile, or attempt to extract source code or underlying models (except to the extent permitted by applicable law);

• Circumvent or attempt to circumvent any safety, security, access controls, or geographic restrictions;

• Use any automated means (including bots, scrapers, or similar) to access, copy, monitor, or extract data from Ask Charlotte or its Outputs;

• Use Ask Charlotte or its Outputs in any way that competes with us or to develop, train, or improve another AI system (except where permitted by law);

• Use Ask Charlotte while located in Washington or Illinois.

6.7 We may monitor and review interactions with Ask Charlotte for quality assurance, safety, compliance monitoring, and incident investigation purposes, including to identify concerning interactions, improve the service, and enforce these Terms. This monitoring is carried out by our team and may involve review of flagged conversations (for example, those involving negative feedback or high-risk topics). For how we process conversation data, see Section 8.

7. Rights in Your Content and Outputs

7.1 You retain any rights you have in Your Content. However, you grant us and our group companies and service providers a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, modify, analyze, and otherwise use Your Content for the purposes of:

• Providing and operating Ask Charlotte and the website and app;

• Personalizing your experience (including tailoring Outputs and recommendations);

• Improving, developing, testing, and training Ask Charlotte and related AI systems (including through human review, where appropriate);

• Safety, security, fraud prevention, and enforcing these Terms; and

• Complying with legal obligations and exercising or defending legal claims.

7.2 Where we use Your Content to improve or train AI systems, we will take steps to reduce privacy risks, for example, by removing or masking direct identifiers where appropriate. Further information is set out in our Privacy Policy.

7.3 Other than where we agree otherwise in writing, you receive a limited, personal, non-exclusive, non-transferable, revocable right to use Outputs for your personal and non-commercial purposes only. You must not present Outputs as our official advice or as professional advice.

8. Privacy and Personal Information

8.1 Data processing approach: We have designed the service to minimise personal information collection. Ask Charlotte is not linked to your customer account and cannot access orders, profile or saved preferences.

8.2 What Ask Charlotte uses: Ask Charlotte generates responses using only: (a) your chat inputs during the session; and (b) our own content (product information, FAQs and how-to guidance). We do not encourage you to share personal information, and we ask that you avoid doing so.

8.3 Conversation log storage and purpose: We store conversation logs (chat transcripts) for up to 90 days for service operation, quality assurance, safety monitoring and improvement. We limit retention to what is necessary for identified purposes and then delete or anonymise logs. This storage is not "memory" tied to you as an individual; Ask Charlotte does not build a profile of you over time. After 90 days, logs are deleted or anonymised.

8.4 Human review and processors: We may review conversation data and chat transcripts for operation, safety/quality, incident investigation and improvement (including in anonymised or aggregated form where appropriate). Limited human review of flagged conversations may occur. We may use trusted third-party AI providers acting as our service providers.

8.5 Privacy Policy: We will handle any personal information you do provide in accordance with our Privacy Policy. Our Privacy Policy explains what personal information we collect, how and why we use it, who we share it with (including any international transfers), how long we keep it, and your rights and choices.

8.7 Your State Privacy Rights: Depending on your state of residence, you may have certain rights regarding your personal information under applicable state privacy laws. These may include the rights to know, access, correct, delete, and port your personal information, as well as rights to opt out of the sale or sharing of your personal information, targeted advertising, and certain profiling activities. California residents have additional rights under the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA); we do not sell your personal information and will honor opt-out preference signals recognized under California law.

8.8 To exercise any of these rights, please contact us using the methods described in section 2.3, visit our Privacy Request Portal, or use the cookie consent preference centre accessible via the "Do Not Sell My Data" link on our website. We will verify your identity before processing your request. You may also designate an authorized agent to make a request on your behalf. For full details on your privacy rights and how to exercise them, please see our Privacy Policy.

8.9 Do Not Share Sensitive Information: We ask that you do not provide sensitive information (including health information, financial details, or information about other people) through Ask Charlotte. If you do, we may remove or delete it, and we may not be able to provide Ask Charlotte effectively.

9. Intellectual Property

9.1 We (and our licensors) own all intellectual property rights in Ask Charlotte, the website and app, and any associated software, content, and materials (excluding Your Content). All rights are reserved.

9.2 You may not copy, modify, distribute, sell, or lease any part of Ask Charlotte or the website and app, nor may you reverse engineer or attempt to extract the source code or underlying models (except to the extent permitted by applicable law).

9.3 Except where permitted by law, you must not use Ask Charlotte, the website and app, or any Outputs for text and data mining or any automated analytical technique aimed at analyzing text and data in digital form in order to generate information (including but not limited to patterns, trends, and correlations).

10. Changes to, Suspension and Termination of Ask Charlotte

10.1 Ask Charlotte is provided free of charge and may be changed, suspended, withdrawn, or restricted at any time for business, operational, or security reasons, without prior notice.

10.2 We may monitor and review interactions for: safety and quality; misuse or fraud detection; legal compliance; and enforcement of these Terms, as described in sections 6.7 and 8.

10.3 We may prevent or suspend your access to Ask Charlotte if you breach these Terms or applicable law, or if we reasonably consider your use creates risk or harm to others or to us.

10.4 If we stop providing Ask Charlotte, these Terms will continue to apply to earlier use (including sections which by their nature should survive, such as intellectual property, privacy, and liability provisions).

11. Disclaimers and Limitation of Liability

11.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASK CHARLOTTE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT: (A) ASK CHARLOTTE WILL MEET YOUR REQUIREMENTS; (B) ANY OUTPUTS WILL BE ACCURATE, RELIABLE, COMPLETE OR ERRORFREE; (C) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERRORFREE; OR (D) ERRORS WILL BE CORRECTED. SOME JURISDICTIONS (INCLUDING, FOR EXAMPLE, NEW JERSEY) DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES; IF THAT IS TRUE WHERE YOU LIVE, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE ASK CHARLOTTE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF ASK CHARLOTTE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

(C) TO THE EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR RELIANCE ON OUTPUTS OR OTHER INFORMATION PROVIDED BY ASK CHARLOTTE, WHICH ARE GENERATED AUTOMATICALLY AND MAY BE INACCURATE OR INCOMPLETE. YOU SHOULD VERIFY IMPORTANT INFORMATION BEFORE RELYING ON IT.

11.3 Exceptions

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) WILLFUL MISCONDUCT OR, WHERE PROHIBITED BY LAW, GROSS NEGLIGENCE; OR (D) VIOLATION OF YOUR NONWAIVABLE STATUTORY RIGHTS (INCLUDING ANY NONWAIVABLE RIGHTS UNDER APPLICABLE CONSUMERPROTECTION OR PRIVACY LAWS, SUCH AS CALIFORNIA CIVIL CODE SECTION 1798.150 WITH RESPECT TO DATASECURITY INCIDENTS).

SOME STATES (INCLUDING, FOR EXAMPLE, NEW JERSEY) DO NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN THOSE STATES, THE ABOVE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

12. Events Beyond Our Control

We are not liable to you if we fail to comply with these Terms because of circumstances beyond our reasonable control (for example, failure of telecommunications networks, power outages, natural disasters, pandemics, acts of government, or third-party service failures).

13. Dispute Resolution and Arbitration

13.1 Informal Resolution

Before either your or CTBI may file a claim against the other, both you and CTBI agree to try to participate in good faith informal efforts to resolve disputes before starting an arbitration (“Informal Dispute Resolution”). You and CTBI agree that as part of these efforts, either party has an option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.

To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to us that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@charlottetilbury.com or regular mail to our offices located at Charlotte Tilbury Beauty Inc. - Attn: Legal, 148 Lafayette Street, 2nd Floor, New York, NY 10013. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the description of the nature of the claim or dispute, (c) the date of any transaction, or interaction at issue, and relevant documentation or screen captures if available; and (d) the resolution and relief sought. We will send Notice and a description of the Dispute to your email address or postal address on file.

The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. Unless prohibited by law or applicable rules, an arbitration administration provider cannot accept or administer an arbitration, nor assess any fees, until the requirements of this Section are met. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. If either party is represented by counsel, that party’s counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled only during the sixty (60) day Informal Dispute Resolution Period. After this sixty (60) day period, the relevant statute(s) of limitations and filing fee(s) or other deadlines are no longer tolled, but the foregoing informal dispute resolution process remains a condition precedent to commencing any formal dispute resolution proceeding. If you reside in the U.S. (and as applicable to U.S. residents), certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and CTBI agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act (“FAA”). During the arbitration, the amount of any settlement offer made by any party will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled.

13.2 Mandatory and Binding Arbitration / No Class Actions / Waiver Of Jury

If the information dispute resolution procedure set forth above is unsuccessful in resolving the parties’ dispute, a party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the American Arbitration Association (AAA) Rules (“AAA Rules”). The party electing arbitration must notify the other of such election. This notice may be given before or after a lawsuit has been filed concerning the claim or with respect to other claims brought later in the lawsuit, and it may be given by papers filed in the lawsuit such as a motion to compel arbitration. If you elect to initiate arbitration you must notify us in writing.

Your notice must be sent to Charlotte Tilbury Beauty Inc. - Attn: Legal, 148 Lafayette Street, 2nd Floor, New York, NY 10013. If we commence arbitration, we will notify you in writing at your last known address on file or, if we do so by moving to compel arbitration in a case you have brought in court, we will notify you by providing service of process as required by the rules of the applicable jurisdiction

To the maximum extent permitted by applicable law, you and CTBI agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Except where prohibited, you and we agree to submit to the personal and exclusive arbitration of disputes relating to these terms and your purchases (if any) under the AAA Rules.

Please visit www.adr.org for more information about arbitration. Any arbitration between you and us, to the extent necessary, will be conducted in New York, New York, and you waive any right to claim that such location is an inconvenient forum.

You agree not to sue us or bring arbitration in any other forum. The arbitration will be conducted in English. A single independent and impartial arbitrator will be appointed pursuant to the rules of the AAA.

Both you and we agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens for everyone involved:

• The arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration;

• The arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and

• Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

• Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement describing the reasons for the disposition of any claim.

You also acknowledge and understand that, with respect to any dispute with us arising out of or relating to your use of the Services:

• You are giving up your right to have a trial by jury;

• You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute; and

• You must file any claim within one (1) year after such claim arose or it is forever barred. If this arbitration provision is found to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the state and federal courts located in New York, New York, and you and we hereby submit to the personal jurisdiction and venue of these courts.

This agreement to arbitrate will not preclude you or CTBI from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or CTBI from (i) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, or (ii) seeking relief in any state or federal court for disputes related to a violation or possible violation of CTBI’s intellectual property rights.

13.3 Special Additional Procedures for Mass Arbitration

If twenty-five (25) or more similar claims are asserted against CTBI by the same or coordinated counsel or are otherwise coordinated, such claims are mass arbitration claims subject to this Section, and you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following coordinated bellwether batching process and application of the AAA Mass Arbitration Supplementary Rules, as amended from time to time. If any dispute arises between the general AAA Consumer or Commercial Rules and the Mass Arbitration Supplementary Rules, the Mass Arbitration Supplementary Rules shall control. A court shall have authority to enforce this and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against CTBI in violation thereof.

At the outset of such disputes, you and CTBI agree to delegate to a Process Arbitrator all matters listed as within the scope of a Process Arbitrator’s authority under the AAA Mass Arbitration Supplementary Rules, as well as disagreements concerning the validity, enforceability, and applicability of these Terms, and any other matters that the parties mutually agree to delegate.

Should the Process Arbitrator determine that any or all cases may proceed to a Merits Arbitrator, counsel for the claimants and counsel for the respondent shall each select five (5) cases (per side) to proceed in individual arbitration proceedings as part of a batching process. The remaining cases shall be placed in abeyance until they are selected to proceed to individual arbitration proceedings pursuant to this provision. During the batching process, you and CTBI agree that a single arbitrator shall preside over each batch of cases. After decisions have been rendered in the first ten (10) cases, CTBI and all claimants shall engage in a global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the first batch of cases. If the parties are unable to resolve the remaining cases after the mediation, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second batching process. The parties may, but are not required to, agree in writing to modify the number of cases to be included at each stage of the batching process. After decisions have been rendered in this second batch of cases, CTBI and all claimants shall engage in a second global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the first two (2) batches of cases. If the parties have not resolved the remaining disputes at the close of the second global mediation, CTBI or any individual claimant(s) whose demand has not been adjudicated, may elect to opt out of the arbitration by providing notice to opposing counsel, and if the claimant or CTBI wishes to proceed with the claim they may file an individual, non-class action in court. If CTBI or any claimant(s) do not opt out, those remaining claims will proceed in arbitration in continued batches of one-hundred (100) demands per batch (to the extent there are fewer than one-hundred (100) demands outstanding, a final batch will consist of the remaining demands). In order to increase the efficiency of administration and resolution of arbitrations, and if consistent with the relevant rules and procedures, the arbitration provider shall: (i) designate a single arbitrator for each batch; and (ii) provide for a single filing fee due per side per batch; (iii) allow joint case management conferences and joint hearings, and such other coordinated procedures as the arbitrator deems appropriate.

You agree to cooperate in good faith with CTBI and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This batching process shall in no way be interpreted as authorizing class or representative arbitration or litigation of any kind. CTBI does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section. The statute of limitations and any filing fee deadlines shall be tolled for each demand subject to this Section from the time that the AAA filing requirements are satisfied with respect to that demand.

13.4 Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the Arbitration Fees) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.

If the value of the relief sought is $75,000 or less, at your request, we will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, we will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. This offer is not applicable if your claim is one of more than five (5) similar claims asserted against Current where representation is consistent or coordinated across the cases, as further defined above in Section I. Any payment of attorneys’ fees will be governed by the AAA Rules. If the arbitrator finds that either the claim(s) or the relief sought are frivolous or were brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedures 11), then the respondent may seek fee- and/or cost-shifting.

13.5 Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

13.6 Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the Prohibition of Class and Representative Actions and Non-Individualized Relief section above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief section are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive.

13.7 Future Changes to this Arbitration Agreement

Notwithstanding any provision in this Agreement to the contrary, if we make any future change to this Arbitration Agreement (other than a change to the Notice Address) while you have a Account, you may reject any such change by sending us written notice within thirty (30) days of the change to the Notice Address. By rejecting any future change, you are agreeing that you will arbitrate any dispute covered by this Arbitration Agreement in accordance with the terms of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

14. Other Important Terms

14.1 We may transfer our rights and obligations under these Terms to another organization. We will provide you notice of any such transfer.

14.2 You may only transfer your rights or obligations under these Terms to another person if we agree in writing.

14.3 If any provision of these Terms is found to be unlawful, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

14.4 If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you for breach, that will not mean that you do not have to do those things and it will not prevent us from taking steps against you later.

14.5 These Terms constitute the entire agreement between you and us regarding Ask Charlotte and supersede all prior or contemporaneous understandings regarding the subject matter hereof.

15. Governing Law and Jurisdiction

15.1 These Terms and any Disputes will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

15.2 Subject to the arbitration agreement in section 13, you agree that any judicial proceeding arising out of or relating to these Terms or your use of Ask Charlotte shall be brought exclusively in the state or federal courts located in New York County, New York, and you consent to the personal jurisdiction of such courts.

15.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

16. Contact for Legal Notices

Legal notices to us should be sent to:

Charlotte Tilbury Beauty Inc. 148 Lafayette Street, New York, NY 10013, Attn: Legal Department

We may send legal notices to you at the email address associated with your account or by posting notice within Ask Charlotte.