Terms of Sale Wholesale Accounts - Heuristic Healing Nutrition
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Terms of Sale Wholesale Accounts

Last Modified: May 2, 2023

Please read these Terms of Use carefully before using our websites (including but not limited to: www.heuristichealing.com (collectively the “HHN Sites”), e-stores, or other online products and services, provided by Heuristic Healing Nutrition, LLC or its affiliates (collectively, “HHN”, “we”, “our”, or “us”) that post a link to these Terms of Use. By visiting or otherwise using the HHN Sites, you acknowledge and agree that you have read, understood and agree to be bound by these Terms of Use and any applicable Additional Terms we may provide. You also acknowledge, agree and consent to our data practices as described in our Privacy Notice.

These Terms of Use affect your legal rights, responsibilities and obligations and govern your use of the HHN Sites, are legally binding, limit our liability to you and require you to indemnify us and, to the extent permitted by applicable law, settle certain disputes through individual arbitration. By using the HHN Sites, you represent and warrant that you are of legal age to form a binding contract with HHN. If you do not agree to these Terms of Use and any Additional Terms, do not use the HHN Sites.

Additional Terms. In some instances, both these Terms of Use and separate terms setting forth additional conditions may apply to a service or product offered via the HHN Sites (“Additional Terms”). To the extent there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

Changes to the Terms of Use. These Terms of Use are subject to change without prior written notice at any time, in our sole discretion. Any changes to the Terms of Use will be in effect as of the Last Updated date. Your continued use of the HHN Sites after the “Last Updated” date has changed will constitute your acceptance and agreement to such changes.

Medical Disclaimers. DO NOT USE THE HHN SITES FOR MEDICAL EMERGENCY SERVICES. IN AN EMERGENCY, CALL YOUR LOCAL EMERGENCY ASSISTANCE NUMBER. THE HHN SITES ARE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A HEALTH CARE PROFESSIONAL. HHN DOES NOT, THROUGH THE HHN SITES, PROVIDE MEDICAL ADVICE, NOR DOES IT PROVIDE MEDICAL PRESCRIPTIONS, TREATMENTS, OR DIAGNOSTIC SERVICES. ADDITIONALLY, THE USE OF THE HHN SITES, AND COMMUNICATIONS FROM HHN IN CONNECTION WITH YOUR USE OF THE HHN SITES DOES NOT ESTABLISH A PHYSICIAN-PATIENT RELATIONSHIP.

Your reliance upon information and content obtained by you from HHN through use of the HHN Sites is solely at your own risk. We do not assume any liability or responsibility for damage or injury (including death) to you, other persons, or property arising from any use of any product, information, idea, or instruction related to your use of the HHN Sites. Always seek the advice of your health care practitioner with any questions you may have regarding a medical condition.

RESEARCH DISCLOSURES

Research Indirect Cost Rate: Heuristic Healing Nutrition, LLC acts as a private funder of clinical research on ingredients and finished products and has established an indirect cost rate of no more than 15% to all accepting funds for sponsored research.

OWNERSHIP AND RIGHT TO USE THE HHN SITES AND MATERIALS

Ownership. The HHN Sites may contain materials and other items relating to HHN, including the layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, and the “look and feel” of the HHN Sites (together the “Materials”), including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein (“Intellectual Property”), are owned and controlled by HHN, our licensors or certain other third parties. All rights, title, and interest in and to the Materials and Intellectual Property available via the HHN Sites is the property of HHN or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, and/or other intellectual property and other rights and laws to the fullest extent possible. HHN owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Materials on the HHN Sites.

Your Rights. Your right to use the HHN Sites and Materials is subject to your strict compliance with these Terms of Use and any Additional Terms. Your right to access and use the HHN Sites and the Intellectual Property shall automatically terminate upon any violations. These rights are non-exclusive, limited, and revocable by us at any time in our sole discretion without advance notice or liability.

As your right to access and use the HHN Sites and the Materials is personal to you, you may not assign nor transfer your right and any attempt to do so is void. Subject to your strict compliance with these Terms of Use, HHN grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, use, or play the Materials on a personal device, and retain one copy of the Materials as it is displayed to you for your personal, non-commercial use only. The foregoing limited license does not give you any ownership of, or any other intellectual property interest in, any Materials. Notwithstanding the foregoing, if you are a qualified healthcare practitioner and have a practitioner account with HHN, HHN grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, use, or play education Materials for commercial purposes solely within the scope of your healthcare practice. Your unauthorized use of the Materials may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

Reservation of all Rights Not Granted. All rights not expressly granted to you are reserved by HHN and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the HHN Sites and Materials for any purpose is prohibited.

THIRD-PARTY INTERACTIONS

Other Online Services. We are not responsible for other online services or their content, advertisement(s), apps, or websites (“Other Online Services”). For instance, portions of the HHN Sites may be integrated into or linked to other websites, platforms, and apps that we do not control. Use caution when dealing with other parties and consult their terms of use and privacy policies. We take no responsibility for Other Online Services.

Business Transactions. To the extent permitted by applicable law, we reserve the right to transfer any information we obtain through the HHN Sites in the event of a joint venture, partnership, merger, or other collaboration with another organization, including affiliates, or in the event we sell or transfer all or a portion of our business or assets (e.g., further to a reorganization, liquidation, or any other business transaction, including negotiations of such transactions).

MARKETING MESSAGES

Text Messages. You may be given opportunities to subscribe to various text marketing or other text messaging programs, which may include messages sent by auto-dialers. These programs may include text messages from our various businesses and affiliates, as well as co-promotions. Your participation in any text message program will be subject to applicable Additional Terms as well as any other terms presented to you at the time you opt in. Your consent to receive text messages is not required to purchase any product or service.

Email Messages. You may modify your email marketing communications preferences by following the instructions contained in our promotional emails. Please allow up to 10 business days for your request to be processed. Please note that even if you opt out of receiving marketing communications, we may still send you transactional emails relating to your use of the HHN Sites or emails sent as part of an existing business relationship.

USER SUBMISSIONS AND POSTINGS

We may provide user comment areas, message boards or other interactive areas on the site (“User Forums”) to give select users of the HHN Sites a forum to express their opinions and share their ideas, information, materials and other user-generated content (each “User Content”).

Waiver of Rights. Whenever you send, post, upload or otherwise make available User Content on a User Forum or elsewhere on HHN Sites or directly to HHN (including by text message or email) you grant HHN an irrevocable, worldwide, non-exclusive, unrestricted, unconditional, unlimited, perpetual, fully sub-licensable and assignable, royalty free license to use, exploit, reproduce, modify, translate, incorporate into other works, create derivative works from, publish, broadcast, and otherwise use and exploit in any manner whatsoever, all or any portion of any User Content you post or submit to us, and your name, voice, likeness and other identifying information in connection with that User Content via any media now known or later developed (including on or via the HHN Sites, or by means other than the HHN Sites, including without limitation via our social media pages and accounts such as Facebook and Twitter), and to advertise, market, and promote the same, all without any obligation to you not required by applicable law, or explicit terms of our Privacy Notice or applicable Additional Terms. You further authorize HHN to publish your User Content in a searchable format that may be accessed by users of the HHN Sites and the Internet.

As permitted by applicable law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. In addition, we and our successors, assigns and licensees retain all of the rights held by members of the general public with regard to your User Content. Our receipt of your User Content is not an admission of their novelty, priority, or originality, and it does not impair our right to contest existing or future Intellectual Property rights relating to your User Content.

No Responsibility. We are not responsible for and we do not endorse, the User Content posted in User Forums or elsewhere on the HHN Sites.

No Obligation to Pre-screen or Monitor. We retain the right (but not the obligation) in our sole discretion and for any reason, to pre-screen, monitor, edit, and refuse to accept, post, remove or move any User Content. If your User Content contains offensive, indecent or otherwise objectionable content or infringes on the rights of any third parties, you may bear legal responsibility for that User Content. You agree that HHN has no obligation to monitor or enforce your intellectual property rights to your User Content, but has the right to protect and enforce its and its licensees’ licensed rights to your User Content.

Availability of HHN Sites and Materials. HHN in its sole discretion without advance notice or liability, may immediately suspend or terminate the availability of the HHN Sites and/or Materials (and any elements and features of them), in whole or in part, for any reason.

SERVICE AND CONTENT USE RESTRICTIONS

You agree that, except as otherwise authorized, you will not:

  • Use the HHN Sites for any commercial or political purpose.
  • Engage in any activities through or in connection with the HHN Sites that: harm, or attempt to harm, any individuals or entities; are unlawful, offensive, disparaging, obscene, lewd, lascivious, violent, threatening, harassing, scandalous, inflammatory, pornographic, profane, abusive; violate any right of any third party; could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; or are otherwise objectionable to HHN.
  • Decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, hidden text, or algorithms of the HHN Sites by any means whatsoever or modify any software (in either object code or source code) or other products, services, or processes accessible through any portion of the HHN Sites.
  • Engage in any activity that interferes with a user’s access to the HHN Sites or the proper operation of the HHN Sites, or otherwise causes harm to the HHN Sites, HHN, or other users of the HHN Sites.
  • Use cannabis functionality or materials on the HHN Sites unless You are a licensed or registered cannabis practitioner or user or are otherwise authorized to prescribe or use cannabis in Your jurisdiction.
  • Interfere with or circumvent any security feature (including any digital rights management mechanism, device, or other content protection or access control measure) or any other feature that restricts or enforces limitations on use of or access to the HHN Sites or the Materials.
  • Harvest, scrape, or otherwise collect or store any information, including personal information, from the HHN Sites.
  • Attempt to gain unauthorized access to the HHN Sites or other computer systems or networks connected to the Site; attempt to probe, scan, or test the vulnerability of a system or network; or attempt to breach security or authentication measures without proper authorization.
  • Use the HHN Sites to transmit information that is in any way false, fraudulent, disparaging, or misleading.
  • Monitor, gather, copy, or distribute the Materials (except as may be a result of standard search engine activity or use of a standard browser) by using any robot, rover, bot, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind.
  • Frame or utilize framing techniques to enclose any Materials (including any images, text, or page layout).
  • Remove any copyright, trademark, or other intellectual property or proprietary notices or legends contained in the Materials;
  •  Copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate, or transfer to any third party or on any Other Online Service or website, or otherwise use or exploit the Materials in any way for any purpose except as specifically permitted by these Terms of Use or with the prior written consent of HHN.
  • Insert any code or product to manipulate the Materials in any way that adversely affects the HHN Sites or attempt to interfere with service to any user, host, or network.
  • Otherwise violate these Terms of Use.

CREATING AN ACCOUNT

If you register an account, you are solely responsible and liable for the security and confidentiality of your access credentials and for restricting access to your account. We may reject the use of any password, username, or email address for any reason in our sole discretion. You are solely responsible for your registration information and for updating and maintaining it. You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security, but will remain responsible for any unauthorized use thereafter. You will not sell, transfer, or assign your account or any account rights.

For any dispute as to account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate, without notice.

The HHN Sites, Materials, and any products and services appearing or marketed on the HHN Sites are intended for and directed towards those who are of the age of majority in their jurisdiction of residence.

Purchases. In order to access certain features of the HHN Sites, you may be required to make a purchase or enter into a subscription. Moreover, some aspects of the HHN Sites may allow you to place orders for Products (defined below).

Generally. Any deal terms presented to you at the time of purchase or other transaction you conduct on or initiate on the HHN Sites (“Transaction”) shall be considered Additional Terms. You agree to pay HHN all charges at the prices presented to you. You must provide, and you authorize HHN to charge, your chosen payment provider (your “Payment Method”) when you make a purchase. You agree to make a payment using that selected Payment Method. HHN may correct any billing errors or mistakes that it makes even if it has already requested or received payment (HHN will issue the appropriate refund should this occur).

Purchase of Products. Your purchase of any products on the HHN Site (“Products”) is subject to our Terms of Sale Retail, unless you are purchasing as a wholesale customer or you or your purchase otherwise falls within the scope of the Terms of Sale Wholesale Accounts as provided in the Terms of Sale Wholesale Accounts (such customers, “Wholesale Customers”).

Taxes. Some Transactions may be subject to taxes in certain states, provinces or territories. Depending on your jurisdiction of residence and the nature of the product or service you receive from us, this may be a rental tax, value added tax, sales tax and/or use tax. Tax rates are different from jurisdiction to jurisdiction. You are responsible for paying all such taxes.

NOTICE AND TAKE DOWN PROCEDURE FOR CLAIMS OF INFRINGEMENT

We expect users of the HHN Sites to respect the intellectual property rights of others. It is our policy to respond appropriately to clear notices of alleged copyright infringement. In our sole discretion, we may remove content that may be infringing on another person’s intellectual property rights with or without notice to the potential infringer. In accordance with the U.S. Digital Millennium Copyright Act (DMCA) and other applicable law, HHN has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers.

If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it through the HHN Sites, then you may send us a written notice that must include all of the following:

  • “DMCA Copyright Infringement Notice” in the heading or subject line.
  • A description of the copyrighted work you believe to have been infringed.
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material (e.g., a screenshot of the location where the material is located or a URL).
  • Accurate and adequate information that we can use to contact you (including your full name, postal address, telephone number, and email address).
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
  • A statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed).
  • Your physical or electronic signature.

We will respond to notices of claimed copyright infringement in accordance with the DMCA. HHN will only respond to DMCA notices that it receives by mail or email at the addresses below:

Legal Officer
3446 Mt. Diablo Blvd
Lafayette, CA 94549 USA.
info@heuristichealing.com

It is often difficult to determine if your copyright has been infringed. HHN may elect to not respond to DMCA notices that do not substantially comply with all of the foregoing requirements, and we may elect to remove allegedly infringing material that comes to our attention via notices that do not substantially comply with the DMCA. Please note that the DMCA provides that any person who knowingly materially misrepresents an infringement may be subject to liability. We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA counter-notification.

SWEEPSTAKES, CONTESTS, & PROMOTIONS

Any sweepstakes, contests, or other promotions (any, a “Promotion”) that may be offered via the HHN Sites may be governed by a separate set of rules that may have eligibility requirements, such as certain age or geographic area restrictions, terms and conditions governing the Promotion, use of User Content, and disclosures about how your personal information may be used. It is your responsibility to read these rules to determine whether or not you want to and are eligible to participate, register and/or enter, and to determine the applicable terms and conditions of the Promotion. By participating in a Promotion, you will be subject to those official rules, and you agree to comply with and abide by such rules and the decisions of the identified sponsor(s).

NOTICES, QUESTIONS, AND CUSTOMER SERVICE

You agree that we may give you notices or otherwise respond to you by mail or to your email (if we have it on file) or in any other manner reasonably elected by us. If you have a question regarding the HHN Sites, you may contact Customer Experience by sending an email to wholesale@heuristichealing.com. You acknowledge that we have no obligation to provide you with customer support of any kind and that customer service personnel cannot change or waive any sections within the Terms of Use or applicable Additional Terms.

We do our best to ensure that the information on the HHN Sites is accurate and helpful at all times. However, we cannot ultimately promise the accuracy of any information and cannot be held responsible for any use or reliance you may make of it or put on it except as specifically agreed with us in in writing.

We do our best to ensure that the HHN Sites operate properly at all times, but we make no warranties as to the availability or accessibility of the HHN Sites, and (except as otherwise set out in these notices and disclaimers) we will not be liable for any damages, loss, costs or expenses incurred by you as a result of any lack of availability or accessibility of the HHN Sites.

PRODUCT SPECIFICATIONS; PRICING; TYPOGRAPHICAL ERRORS

We strive to accurately describe our products offered on the HHN Sites; however, we do not warrant that such specifications, pricing, or other content on the HHN Sites is complete, accurate, reliable, current, or error-free. As permitted by applicable law, HHN shall have the right to refuse or cancel any orders in its sole discretion. Your orders are offers to purchase subject to our acceptance, which we may reject or cancel subject to refund. If we charged your credit card or other account prior to rejection or cancellation, we will reissue credit to your account. Additional Terms may apply. If a product you purchased or accepted from HHN is not as described, as permitted by applicable law, your sole remedy is to return it and receive a credit for the purchase price.

ARBITRATION AND DISPUTE TERMS

Forum Selection/Jurisdiction. Jurisdiction and venue for any controversy, allegation, or claim arising out of or relating to the HHN Sites, the Materials, your User Content, these Terms of Use, or any applicable Additional Terms, (collectively, “Dispute”) shall be exclusively in the federal and state courts in, or with jurisdiction over, Contra Costa Country, California. Each party submits to personal jurisdiction and venue of the federal and state courts in, or with jurisdiction over, in Contra Costa Country, California for any and all purposes.

Pre-Arbitration Notification. HHN and you agree that it would be advantageous to discuss and hopefully resolve any Disputes before formal proceedings are initiated; provided, however, that HHN need not do so in circumstances where its claims of Intellectual Property rights are concerned (“IP Disputes,” with all other disputes referred to as “General Disputes”). The party making a claim – whether you or HHN – shall send a letter to the other side briefly summarizing the claim and the request for relief. If HHN is making a claim, the letter shall be sent, via email, to the email address listed in your HHN account, if applicable. If no such information exists or if such information is not current, then we have no notification or delay obligations under this Section. If you are making a claim, the letter shall be sent to Heuristic Healing Nutrition, LLC, Attn: General Counsel, 3446 Mt. Diablo Blvd, Lafayette, CA 94549 USA. If the Dispute is not resolved within sixty (60) days after notification, the claimant may proceed to initiate proceedings as set forth in this Section. Either you or HHN, however, may seek provisional remedies (such as preliminary injunctive relief, subject to the exceptions disclosed herein) before the expiration of this sixty (60)-day period.

Arbitration of Claims. Unless you give us notice of opt-out within five (5) business days of your first use of a HHN Site, addressed to: Heuristic Healing Nutrition, LLC, Attn: General Counsel, 3446 Mt. Diablo Blvd, Lafayette, CA 94549 USA., all actions or proceedings arising in connection with, touching upon or relating to any Dispute, or the scope of the provisions of this Section, shall be submitted to JAMS (www.jamsadr.com) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in Contra Costa Country, California, before a single arbitrator. If the matter in dispute is between HHN and a consumer, the matter shall be submitted to JAMS in accordance with its Policy on Consumer Arbitration Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS.

We may have the right to pay the JAMS fees if required for arbitration to be enforceable. The arbitration shall be a confidential proceeding, closed to the general public; provided, however, that a party may disclose information relating to the arbitration proceedings to its and its affiliates’ lawyers, insurance providers, auditors and other professional advisers. The fact that there is a dispute between the parties that is the subject of arbitration shall be confidential to the same extent. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief (subject to the provisions of these Terms of Use waiving or limiting that relief) in a court of competent jurisdiction in Contra Costa Country, California, or, if sought by HHN, such other court that may have jurisdiction over you, without thereby waiving its right to arbitration of the dispute or controversy under this section; provided further, however, that the losing party shall have fifteen (15) business days after the issuance of the arbitrator’s decision to fully comply with such decision, after which the prevailing party may enforce such decision by a petition to the court or, in the case of you, such other court having jurisdiction over you, which may be made ex parte, for confirmation and enforcement of the award.

Limitation on Injunctive Relief. AS PERMITTED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE HHN SITES, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS (WITHOUT LIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, MATERIALS, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY ANY HHN PARTY (DEFINED BELOW) (INCLUDING YOUR LICENSED USER CONTENT) OR A LICENSOR OF ANY HHN PARTY.

Governing Law. (INAPPLICABLE TO QUEBEC RESIDENTS). These Terms of Use and any applicable Additional Terms, General Disputes and IP Disputes, and any other claim brought by you against HHN or by HHN against you pursuant to this section, or otherwise related to the HHN Sites, Materials, User Content, or other HHN products or services, will be governed by, construed, and resolved in accordance with, the laws of the State of California, U.S.A., without regard to its conflicts of law provisions that might apply the laws of another jurisdiction. This section shall be governed solely by the Federal Arbitration Act, 9 U.S.C. §1, et seq., and not by the law of any state, and is enforceable pursuant to its terms on a self-executing basis. You and HHN agree that we intend that this section satisfies the “writing” requirement of the Federal Arbitration Act. This section can only be amended by mutual agreement. Either party may seek enforcement of this section in any court of competent jurisdiction. The arbitrator shall determine any and all challenges to the arbitrability of a claim.

Class Action and Trial by Jury Waiver. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND WILL NOT BE JOINED OR CONSOLIDATED WITH ANY OTHER ARBITRATIONS OR OTHER PROCEEDINGS THAT INVOLVE ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. YOU AND HHN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE TO WAIVE TRIAL BY JURY IN ANY DISPUTE.

Small Claims Matters. Notwithstanding the foregoing, either of us may bring qualifying claims of General Dispute (but not IP Disputes) in small claims court. This section shall remain in full force and effect notwithstanding any termination of your use of the HHN Sites or these Terms of Use.

AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE HHN SITES ARE AT YOUR SOLE RISK AND THE HHN SITES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. To the fullest extent permissible by applicable law, HHN and their direct and indirect parents, subsidiaries, affiliates, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “HHN Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, without limitation, the HHN Sites, Materials, User Content or other HHN products or services, except as set forth below.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, OR IN APPLICABLE ADDITIONAL TERMS, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, HHN PARTIES HEREBY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT (I) ANY EXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY HHN PARTIES OR THEIR SUPPLIERS WITH REGARD TO A PHYSICAL PRODUCT SOLD BY HHN PARTIES TO YOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLE LAW; (II) HHN PARTIES’ LIABILITY FOR PERSONAL INJURY TO YOU CAUSED BY HHN PARTIES TO THE EXTENT NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW; OR (III) ANY CAUSE OF ACTION YOU MAY HAVE AGAINST HHN PARTIES THAT IS NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW.

LIMITATIONS OF OUR LIABILITY

AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY HHN PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation loss of profits, in connection with, or otherwise directly or indirectly related to, without limitation, the HHN Sites, Materials, User Content or other HHN products or services, except, to the extent not waivable under applicable law, for direct damages for personal injury caused by a physical product manufactured, sold or provided by HHN.

The foregoing limitations of liability will apply even if any of the events or circumstances were foreseeable and even if HHN Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the HHN Sites).

AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HHN PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE HHN SITES AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID HHN IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S).

NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT (I) ANY EXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY HHN PARTIES OR THEIR SUPPLIERS WITH REGARD TO A PHYSICAL PRODUCT SOLD BY HHN PARTIES TO YOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLE LAW; (II) HHN PARTIES’ LIABILITY FOR PERSONAL INJURY TO YOU CAUSED BY HHN PARTIES TO THE EXTENT NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW; OR (III) ANY CAUSE OF ACTION YOU MAY HAVE AGAINST HHN PARTIES THAT IS NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW.

GENERAL PROVISIONS

Severability. If any provision of these Terms of Use is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions (and the remainder of the provision in question) shall be unaffected.

Entire Agreement. Except for any Additional Terms that apply to your use of the HHN Sites as we may notify or make available to you, this is the entire understanding between you and us regarding the use of the HHN Sites and supersedes all prior and contemporaneous agreements and understandings between you and us regarding this subject matter.

Assignment. These Terms of Use and all of your rights and obligations under it are not assignable or transferable by you without our prior written consent. We may freely assign, transfer, or delegate these Terms of Use or any of our rights and obligations under it.

Termination or Changes. To the extent permitted by law, we reserve the right to terminate your access to and use of the HHN Sites and any of its features in our sole discretion, without notice and liability, including, without limitation, if we believe your conduct fails to conform to these Terms of Use or any Additional Terms that may be provided to you or agreed upon between you and us.

We also reserve the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any Materials, information or content available on the HHN Sites, without limitation, in whole or in part, including the cessation of all activities associated with the HHN Sites, with or without notice. You agree that we will not be liable to you or to any other party for any modification, suspension or discontinuance of the HHN Sites or any part thereof. We also reserve the right to charge for use of the HHN Sites, in whole or in part, and to change its fees from time to time in its discretion.

Indemnity. As permitted by applicable law, you agree to, and you hereby, defend (if requested by HHN), indemnify, and hold HHN Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any HHN Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) your User Content; (ii) your use of the HHN Sites and your activities in connection with the HHN Sites; (iii) your breach or alleged breach of these Terms of Use or any applicable Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the HHN Sites or your activities in connection with the HHN Sites; (v) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any Intellectual Property, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) HHN Parties’ use of the information that you submit to us (including your User Content) subject to our Privacy Notice (all of the foregoing, “Claims and Losses”).

You will cooperate as fully required by HHN Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, HHN Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. HHN Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a HHN Party. This section is not intended to limit any causes of action against us that you may have but are not waivable under applicable law.

Our Affiliates, Suppliers and Licensors. Our affiliates, suppliers, licensors and other HHN Parties are intended third-party beneficiaries of these Terms of Use.

No Waiver. Our failure or delay to exercise or enforce any right, remedy or provision of these Terms of Use or by law will not operate as a waiver of such or any other right, remedy or provision.

Investigations; Cooperation with Law Enforcement. HHN reserves the right to investigate and prosecute any suspected or actual violations of these Terms of Use. HHN may disclose any information as necessary or appropriate to satisfy any law, regulation, legal process, or government request.

International Issues. HHN controls and operates the HHN Sites from its offices in the United States and Canada and HHN makes no representation that the HHN Sites are appropriate or available for use beyond the United States and Canada. If you use the HHN Sites from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. We reserve the right to limit the availability of the HHN Sites and/or the provision of any content, program, product, service, or other feature described or available through the HHN Sites to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.

Electronic Contracting. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the HHN Sites it is intended to be an electronic signature which binds you as if you had signed on paper. You agree that your use of the HHN Sites, other than to read the Terms of Use and Privacy Policy, constitutes agreement to the Terms of Use, and any applicable Additional Terms, then posted without further action by you.

California Notices. In accordance with California Business and Professions Code Section 17538 et al., HHN’s return and refund policy is available here or, if you are a Wholesale Customer, here; the legal name under which HHN conducts business is Heuristic Healing Nutrition, LLC; and HHN’s business address is 3446 Mt. Diablo Blvd, Lafayette, CA 94549 USA. Within five (5) days of HHN receipt of your request, California residents may receive verification of this information by email by contacting us at info@heuristichealing.com.

Residents of California are also entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 1625 North Market Blvd., Suite N 112, Sacramento, California, 95834, or by telephone at (916) 445-1254. Hearing-impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700. Their website is located at: https://www.dca.ca.gov.

Any California residents under the age of eighteen (18) who have registered to use the HHN Sites, and who have posted content or information on the HHN Sites, can request that such information be removed from the HHN Sites by contacting us at the email address set forth below, making such a request, stating that they personally posted such content or information and detailing where the content or information is posted. We will make reasonably good faith efforts to remove the post from prospective public view or anonymize it so the minor cannot be individually identified. This removal process cannot ensure complete or comprehensive removal. For instance, other online services may have republished the post and archived copies of it may be stored by search engines and others that we do not control.

California residents should visit our Privacy Notice to learn more about their California privacy rights.

Force Majeure. We will not be liable to you for failing to perform our obligations under or arising out of these Terms of Use or any applicable laws or regulations because of any event beyond our reasonable control.

CONTACT HHN

You may contact us with questions regarding these Terms of Use by emailing info@heuristichealing.com or calling 925-359-9566.