ONLINE TERMS AND CONDITIONS
Updated February 22, 2022
Read these Terms carefully because when you access or view our Site, purchase our food Products, enter a contest, post about us on the Internet, provide us with User Content, or become a reseller, you automatically agree with our Terms. Your only recourse, if you disagree with our Terms is to discontinue your access to our Site and/or purchase and/or use of our Products.
We reserve the right to change our Terms and our other policies and agreements at any time for any reason at our discretion. The most current version of our Terms shall replace all previous versions. Any revision will have a new “Updated on” date at the beginning of these Terms. If urge you to regularly review our Terms whenever you access our Site to ensure you have reviewed our most up-to-date Terms.
The new Terms may be displayed on-screen, and you may be required to read and accept the updated Terms.
We will use industry-standard procedures to provide our Products. Please consult our Disclaimers.
We make no promise to continue to provide our Products and may cease to offer, support, maintain, or update our Products in our sole and exclusive discretion, which shall not be a breach of this or any other agreement we may have with you.
Some of our Products are regulated by U.S. Food and Drug Administration (“FDA”). We have the right to cease offering any Products in the event the FDA or other governmental agencies request that we modify Product promotions, or otherwise subject us to regulatory and/or legal enforcement actions.
We may have additional agreements with you through our purchase orders, reseller agreements, MAP policies, or otherwise. Any terms included in your documents, orders, invoices, payment memos, or other documentation you provide to us, whether directly or indirectly, shall not supersede our Terms and/or our other agreements.
You understand and agree that we have the right to refuse to sell Products to you or any other individual for any reason in our sole discretion except as otherwise disallowed by applicable Laws. We also have the right to remove or delete any User Content you provide to us directly or to third parties such as social media sites that relates to us without notice to you. Such refusal shall not be a breach of these Terms or any other agreement with you and shall not subject us to any liability for any Claims, without limitation, even if you suffer damages.
Our Site and our social media are merely informational in nature. At this time, you may not make any purchases through our Site. While we are not obligated to make updates to our Site or social media postings, we may make such changes at any time without notice to you. In addition, Information that we post on the Internet or publish may be out of date, inaccurate, incomplete, or contain errors or omissions. Any changes or failure to make updates shall not be considered evidence of improper action, a breach of these Terms, or grounds for an actionable Claim against us. Except for these Terms, our Site, advertising, and/or social media postings shall not form the basis of, or be relied upon in connection with, any contract or commitment whatsoever.
Information published on the Site may refer to Products that are not available in your location.
We are not responsible for any User Content displayed on our Site or elsewhere, whatsoever.
We hope you enjoy our Site and social media posts. You are not permitted to post any of our Information from our Site or Internet posts for commercial, business, or non-personal use. To do so would be a violation of our Intellectual Property rights and may violate your social media account terms.
Any replacement or credit of a defective Product is subject to our Disclaimers,evaluation of your request, and our discretion. Refunds or Product credit will not be given for Products damaged due to your acts or omissions. No returns are permitted unless (i) the Product you personally purchased and received was damaged in transit or is defective and (ii) we issue a return material authorization (“RMA”).
Please contact email@example.com within thirty (30) days of your purchase if you received a defective or damaged Product. Do not return purchased Products to us without authorization from us. We will not accept delivery of a returned Products without a return authorization number and authorized shipping label.
After inspecting the returned Product(s), if we determine that the problem or defect was not caused by you or another third party, then we may, in our sole discretion, either replace the Product with an identical or similar Product, or issue a credit or refund for the value of the return to you, less any applicable restocking fees. You will be responsible for any shipping charges for Products shipped to us and for replacement Products we ship to you.
You may only purchase our Products and use them for the purpose intended – consumption or resale. No other use is permitted unless we give you written permission.
You agree not use re-use or republish any Information on our Site. In particular, you agree not to copy, distribute, republish, reproduce, upload, post, or transmit anything from our Site by any means unless a feature on our Site gives you permission (such as a Pin It feature) or you get our written permission. The only exception is that you may download Information from our Site to your personal computer or mobile device for your personal, non-commercial use only, provided you do not delete or change any copyright, trademark, or other proprietary notices or legends appearing on the Information downloaded. Any other use by you may violate both U.S. and international Laws.
Nothing in these Terms should be construed as conferring by implication, estoppel, or otherwise, any license or right to you to our Products or property, including our Intellectual Property, except as specifically granted herein.
7.1We retain all Intellectual Property related to or contained in our Products (which includes our Site). Any unauthorized use of our Products may violate Intellectual Property and other applicable Laws.
7.2You agree, warrant, and represent that you shall not, without our prior written permission:
a.copy, reproduce, modify, prepare, or create Derivative Works of, sublicense, exploit, or distribute our Products (which includes our Site) without our prior written permission,
b.Reverse assemble, compile, disassemble, re-engineer, or reverse compile the whole or any part of our Products or Intellectual Property,
c.Remove any Intellectual Property ownership or management information from our Products, including, without limitation, patent, trademark, copyright, and/or other restricted rights notices that we incorporate into or place on our Products,
d.Use our Products or Intellectual Property for any illegal purpose or in violation of applicable Laws,
e.Provide, post, upload, or distribute any User Content that violates a third party’s legal rights, is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate,
f.Interfere with our Products or any third party’s use of our Products in any manner,
g.Use our Products to attempt to collect Personal Data about third parties without their consent,
h.Circumvent, remove, alter, deactivate, degrade, or thwart any of our content protections,
i.Frame or utilize any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) displayed on Products (without our prior written permission,
j.Purchase search terms or use any metatags or any other "hidden text" utilizing our names or trademarks without our prior written permission,
k.Attempt to hide your identity, and/or
l.Use any robot, spider, automated technology, device, or manual process to monitor or copy our Site or use any of the same to interfere, or attempt to interfere, with our operations.
7.3You may not attempt to develop your business through use of any part of our Products or Intellectual Property except as otherwise permitted by us in these Terms or other agreement (such as an approved purchase order or invoice). You shall not, directly or indirectly, anywhere throughout the world, present, develop, manufacture, produce, market, sell, or provide any product or service that uses any concepts, formats, know-how, methodology, and/or other Intellectual Property owned by us or that is specifically derived from or attributable to our property.
Notwithstanding, if you are an authorized distributor or reseller, you may use our trademarks and copyrighted material in your advertising if you comply with any publication guidelines that we may establish. Further, if you are a Customer purchasing our Products, you may use such Products for their normal and intended purposes. For a copy of our publication guidelines, please contact firstname.lastname@example.org.
User Content includes, without limitation, photographic stills, text, audio, video, and audio-video media created by you or other Customers (which include Site visitors). By way of example, User Content may include commentary, feedback, photographs of our Products, or a testimonial. It may include a Person’s image, name, multi-media, or audio recording.
We have no obligation to maintain, backup, or otherwise retain User Content on your behalf if you provide it to us or tag us when you post it on social media or elsewhere.
Any views or opinions expressed in your User Content and displayed on our Site or elsewhere do not necessarily state or reflect our views or opinions.
Your sole and exclusive remedy from us for your or any third Person’s loss, injury, or damage that is caused by your User Content will be for us to identify the User Content as belonging to you.
Idea Submission. User Content that includes idea submissions that you provide to us becomes and remains our property, even if these Terms are terminated. This means that (i) we do not need to treat User Content as confidential, (ii) you cannot sue us for using your User Content in any manner – even for new Products - in whole or in part, (iii) we do not need to pay you anything for our use of such User Content, and (iv) we will have exclusive, world-wide ownership and all present and future rights to such User Content of every kind.
User Content Generally. For any User Content, other than idea submission, such as reviews, ratings, questions, comments, photos, videos, or other material you post, upload, submit, or transmit to our Site or send to us, or any User Content that you post on any social media pages related to us (for example only, such as posting on Instagram with a hashtag #PrimeRoots), you hereby grant us a royalty-free, nonterminable, world-wide license to view, copy, report on, commingle, and otherwise access, repost, and use for commercial purposes your User Content (i) to provide Products requested by you, and (ii) to re-post such User Content in whole or in part on our Site, in other print or digital advertising, or social media pages for any purpose(s), and (iii) for any commercial, analytical, or statistical purposes, alone or in combination with other content, whatsoever, and in any form and format. This license shall continue unless terminated by notice to us from you, whereupon we shall delete or anonymize your User Content within ninety (90) days of your notice of termination. Notwithstanding, we shall not be required to remove, alter, or collect User Content published or distributed and not under our control prior to your notice of termination or published on a third-party social media website or application.
For all User Content, including idea submissions, you agree that you have waived all “moral rights” that you may have to such content.
You further warrant, represent, and agree that you shall not submit any User Content that:
We are not obligated to use your User Content.
You are solely responsible for statements made and the content of your User Content and hold us harmless, and indemnify us, for any liability, including attorneys’ fees and costs and any amounts paid in settlement, arising from posting, displaying, or publishing your User Content, including our use of such content, whatsoever. By way of example only and not by way of limitation, if you post video of a Person, make sure you have that Person’s consent to post and have others re-post that video bearing the person’s image, voice, or likeness.
You hereby release, discharge, and agree to save Prime Roots, as well as our Affiliates and Business Partners, harmless from any liability whatsoever for any Claims, including third-party Claims and attorneys’ fees and costs and any amounts paid in settlement, by virtue of any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in our use of your User Content, as well as any publication thereof, including, without limitation, any Claims for libel, false light, or invasion of privacy.
Customers may not purchase Products on our Site at this time. Any charges for our Products are to be paid as required by separate agreement such as an invoice, reseller agreement, or purchase order (“Payment”).
Our Site may be accessed by children, but we do not market to children or knowingly allow children to purchase Products or to provide User Content. You must be the age of majority in the jurisdiction in which you reside to purchase our Products.
You affirm, represent, and warrant that:
14.1You are the age of majority in your jurisdiction or are not under eighteen (18) if you reside in the U.S. and are competent to agree to these Terms.
14.2Your use of our Products is, and will be, in compliance with any and all applicable Laws.
14.3You represent and warrant that you have the authority to bind yourself, or your organization, to these Terms and you agree to be bound by these Terms on your own behalf, on behalf of your organization, and on behalf of others working that organization.
14.4You are the creator and owner of, and/or have the necessary licenses, rights, consents, and permissions to use and sublicense User Content.
14.5To the best of your knowledge, all User Content is true and accurate and transmission thereof to us does not violate any applicable Laws.
14.6User Content does not, and our use shall not: (i) infringe, violate, or misappropriate any third-party right, including any Intellectual Property or other proprietary right, or (ii) slander, defame, harass, or libel any third party.
14.7You have signed releases permitting you to use, and to sublicense, rights to use all images, voice recordings, and likenesses from individuals appearing in all User Content that is related in any manner to our Products or business and is provided to us, or posted on social media.
14.8You will comply with all Terms herein.
14.9In addition to all other warranties and indemnifications in these Terms, you hereby indemnify and hold us harmless from all Claims and liability, including attorneys’ fees and costs and any amounts paid in settlement, related to your breach of the representations and warranties in this Section (including subsections).
In the event you think of or create any Derivative Works, modifications, improvements, or revisions based upon or derived from our Products (collective “Derivative Works”), you agree: (a) to promptly notify us of any such Derivative Works, providing all appropriate information for us to develop and utilize such Derivative Works by contacting email@example.com and (b) without the necessity of further agreement, to assign to us all rights, title, and interest in any such Derivative Works. You agree to promptly execute all documents, prepared at our expense, that are reasonably necessary to reflect this assignment without any further payment.
Some portions of our Products, including Information on our Site, may be patented, trademarked, or copyrighted and are owned solely by us or are used by us under license from a third party. Your unauthorized use of such property, in whole or in part, may violate applicable Laws. You may not use our patented, trademarked, or copyrighted materials, excluding your User Content, without our written permission.
We own the following trademark(s) and trade name(s) (“Marks”), whether registered in the U.S., elsewhere in the world, or utilized at common law:
This list may not be complete and we may own additional Marks that are not listed herein. If you have questions about our Marks, please contact firstname.lastname@example.org. Except as authorized herein, you may not use any of our Marks without our written permission. Notwithstanding, if you wish to post your User Content on your own social media or website, you may, but are not required, to tag us by using #primeroots or @primeroots in that post.
In the event you believe your Intellectual Property rights have been violated and someone has utilized your property without your permission on our Site, please contact email@example.com and provide us with all of the following information:
17.1Your, or your authorized agent’s, physical or electronic signature as the Intellectual Property owner.
17.2Identification of the Intellectual Property claimed to have been infringed or, if multiple materials are infringed, identification of a representative list of such works, including a link to the original work and any registration certificates if available.
17.3Identification and location of the infringing material within our Site, our social media, or other specific locations within our possession and control.
17.4Your contact information, including name, physical and email addresses and telephone number(s).
17.5A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by you, as the Intellectual Property owner, your agent, or the Law.
17.6A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the Intellectual Property owner (if filed by an agent).
Note, we require all the above information. If you send us incomplete information, we will not be able to process your request. We will return your request, indicating what information is missing.
We reserve all rights and remedies at law and equity in the event you breach any of these Terms or violate our rights in any manner. You agree that we may proceed with such injunctive or other equitable relief without the necessity of posting a bond as may be available to prevent your breach and, in addition, may pursue an action to recover damages. You agree that if you have cloned, copied or are using a clone or copy of our Products (including, without limitation, our Site), in whole or in part, or have intentionally or recklessly utilized our Products for yourself or a third party in violation of any Laws, for any reason, you shall be liable for all our damages or injuries, any profits you have earned through such use (without duplication), and you may be subject to an injunction to prevent further breach of these Terms. We may also stop you from using, accessing, or purchasing our Products, without reimbursement for Payments made to us, for any breach of these Terms.
21.1We do not currently sell any Products or make our Products available for sale outside the United States and its territories. For Site visitors or Customers located outside of the EU/EEA, by accessing our Site and/or accessing, purchasing, or consuming our Products or contacting us for further information, you consent to receiving our electronic communications.
21.2If you receive a communication from us, you will be provided with an opportunity to “opt out” or “unsubscribe” from all future communications. The link to unsubscribe in any email we send will remain effective for sixty (60) days from the date sent.
21.3You agree that any notice, agreements, disclosure, or other communications that we send to you electronically shall satisfy all legal communication requirements, including that such communications be in writing. Should you wish to opt out of e-mail communications, except for legal notices, please let us know by contacting firstname.lastname@example.org. We will remove your e-mail from our database for such e-mails within a reasonable time. Notwithstanding, our reasonable delay in complying with your opt-out request shall not be considered a breach of these Terms.
In addition to all other indemnification detailed in these Terms, you agree to hold harmless and indemnify us from and against any third-party Claims, including attorneys’ fees and costs and any amounts paid in settlement, arising in any way from your acts or omissions that cause damage, injury, or other loss to such third party.
Except as specifically detailed in these Terms or other agreement authorized by us, our Products shall not form the basis of, or be relied upon in connection with, any additional contract or commitment whatsoever.
Except as provided in any limited warranty, if any, our Products are provided “AS IS” and “AS AVAILABLE” without any other warranties, express or implied.
Information accessible on our Site may be helpful to some Persons and not others. Our Site is not a substitute for medical advice. You should always consult with your personal physician before changing or undertaking a new diet. Never disregard professional medical advice or delay in seeking it because of something you have read on our Site.
You may be allergic to some of our ingredients. There is no substitute for caution. Read our ingredient list carefully. If you have questions about an ingredient, please contact us at email@example.com. You agree that we cannot be, and shall not be, responsible for allergic reactions you may have to our Products.
You understand and agree that use of our Products involves some risk of personal injury or property damage. Accordingly, you hereby assume all risks of use, whatsoever, and waive any rights of action against Prime Roots, as a result of any injury or condition that may result from such use or consumption and hold Prime Roots harmless and release us from any and all Claims, including attorneys’ fees and costs and any amounts paid in settlement, arising out of any damage, loss, or injury to you, your employees, visitors, friends, family members, customers, heirs, and successors, whether such loss, damage, or injury results from our negligence or from any other cause.
TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS SPECIFIED HEREIN, PRIME ROOTS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EXPECTED OR INTENDED RESULTS, AND NON-INFRINGEMENT. WE DISCLAIM ANY AND ALL LIABILITY FOR YOUR USE, PURCHASE, RESALE, OR CONSUMUMPTION OF OUR PRODUCTS FOR ANY REASON.
EXCEPT AS SPECIFIED HEREIN, IN NO EVENT SHALL PRIME ROOTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHATSOEVER, WITH RESPECT TO, OR RESULTING FROM, USE, PURCHASE, RESALE, OR CONSUMPTION OF OUR PRODUCTS.
IN THE EVENT OUR PRODUCTS ARE PURCHASED, SOLD, CONSUMED, OR USED IN A JURISDICTION THAT DOES NOT PERMIT ALL OR A PART OF THESE DISCLAIMERS, THE MAXIMUM AMOUNT RECOVERABLE FOR ALL CLAIMS RESULTING IN A FINAL JUDGMENT, INCLUDING ATTORNEYS’ FEES AND COSTS, WHETHER SUCH CLAIMS ARE BROUGHT AT ONCE OR SEPARATELY OVER TIME, SHALL BE RESTRICTED TO THE PURCHASE PRICE PAID FOR THE PRODUCT(S) AT ISSUE (WHICH HAS GIVEN RISE TO THE CLAIM) AND SHALL ONLY BE AVAILABLE TO THE PERSON WHO CAN DEMONSTRATE HAVING BEEN THE PURCHASER OF SUCH PRODUCT(S) FOR CONSUMPTION.
IN SOME STATES, THE LAW MAY NOT ALLOW US TO MAKE THESE DISCLAIMERS. IN THAT EVENT, THESE DISCLAIMERS MAY NOT APPLY TO YOU.
Unless otherwise agreed upon or specified herein, you agree that any legal problems, health issues, or other issues arising as a result of use of our Products, User Content, these Terms, or the subject-matter herein, are subject to the Laws of the State of California, U.S.A., unless U.S. Federal laws apply, without giving effect to any principles of conflict of laws. Jurisdiction shall only be appropriate in the California state courts in the county in which Prime Roots has its principal place of business or the closest U.S. District Court of California. Further, you and Prime Roots expressly and irrevocably consent to the personal and subject matter jurisdiction and venue in these courts for any Claim made relating to these Terms and/or our Products. You also agree that, unless against the applicable Law in the Jurisdiction, you shall only assert Claims against Prime Roots in an individual (non-class, non-representative) basis, and that you shall not seek or agree to serve as a named representative in a class action or seek relief on behalf of anyone other than yourself.
We manufacture, distribute, sell, and administer our Products from our offices in California, USA. We make no representation that our Products are appropriate or available for use in your jurisdiction, and use of our Products in territories where its content is illegal is prohibited. If you choose to purchase, and/or use our Products outside the United States, you do so on your own initiative and are responsible for compliance with applicable Laws.
With the exception of any type of Claim wherein we are entitled to seek the immediate remedy of a temporary restraining order, preliminary injunction, or such other form of injunctive or equitable relief as may be used by a court of competent jurisdiction to restrain or enjoin you from breaching these Terms or any other agreement you may have with us, or to specifically enforce any provisions thereof, you and Prime Roots agree to attempt to resolve any Claim through negotiations between your and our principals within thirty (30) days of receiving notice of an initial Claim. If multiple Claims exist, the you and we agree to resolve all such Claims in the aggregate through one negotiation or proceeding. Unless otherwise agreed by separate written agreement:
25.1If your and our principals are unable to satisfactorily resolve a Claim through negotiations within sixty (60) days after receiving a notice of Claim, we may then mutually agree to submit such Claim to mediation or, if mediation cannot be agreed upon, such Claim(s) shall be submitted to arbitration no earlier than sixty-one (61) days after an initial notice of Claim is received. The party submitting the Claim to arbitration shall provide a notice of intent to arbitrate to the other party.
25.2An impartial arbitrator (or mediator) skilled in the area of the Claim or Claims shall be chosen by the American Arbitration Association (“AAA”) officelocated in the San Francisco, California metro area upon the request of either party to AAA with notice to the other party. Upon mutual agreement, the parties may choose an alternative Person for dispute resolution.
25.3Within ten (10) business days following notice of an intent to arbitrate, AAA (or other mutually selected Person) shall select and appoint an arbitrator; and the parties shall jointly arrange to meet, either in person, telephonically, or electronically for an arbitration session in the San Francisco, California metro area.
25.4The arbitrator’s decision shall be determined, without regard to any conflicts or choice of law provisions, pursuant to the Laws and regulations of California, except where U.S. Federal Law applies, and shall rely upon the California Rules of Civil Procedure and California Rules of Evidence if all Claims are based on state Law or Federal Rules of Civil Procedure and Rules of Evidence if Federal Law applies if at least one Claim involves U.S. or foreign federal Laws.
25.5Costs for arbitration or mediation shall be shared equally by the parties to the arbitration. Except as provided herein, each party shall be responsible for all their own attorneys’ fees and expert witness fees. Notwithstanding, should you fail to appear at a scheduled arbitration session after agreeing to the time for such arbitration, the arbitrator shall rule in Prime Roots’ favor.
25.6Each partymay engage legal counsel to assist in presenting arguments to the arbitrator (or mediator) at their own sole expense.
25.7Arbitration may include, without limitation, discovery, but such discovery shall be limited to two hundred (200) interrogatories and admissions and two (2) depositions for each party.
25.8The arbitrator shall have the power to set time limits on, or reduce the total hours of, arbitration and establish methods of attendance, such as in person, telephonically, or by video conference, at the proceeding.
25.9The arbitrator shall issue a final, written, binding decision within thirty (30) days of the final arbitration, which decision shall be fully enforceable and registrable as a judgment in all applicable jurisdictions where a party may be found.
25.10Claims may only be brought on an individual, non-class, basis; and you agree you shall not seek or agree to serve as a named representative in a class action or seek relief on behalf of anyone other than yourself.
25.11In the event of a successful mediation or other resolution by the principals, a mediation or settlement agreement signed by principals of both parties shall be enforceable as a contract and shall be considered a full and final resolution of the parties’ dispute as to all Claims specified in that agreement on execution.
25.12The terms of this Section 25 including subparagraphs, shall survive termination of your use of our Products and any other agreement you may have this us, for a period of six (6) years.
Any notice, request, demand, or other communication required under these Terms will be deemed sufficiently given to Prime Roots upon hand-delivery delivery or written notice with written confirmation of delivery or when mailed, U.S. first class, postage pre-paid, with a separate written confirmation of delivery, to Prime Roots, 2940 7th St., Berkeley CA 94710USA. All emailed, hand-delivered, or mailed notices are effective on the date of confirmed delivery.
Any notice, request, demand, or other communication from Prime Roots to you is valid if provided to you through email or U.S. first class, postage pre-paid mail at the email or physical address you have provided to us, or if a notice is meant for all Customers, such notice shall be effective by posting it on our Site. Emailed notices are effective on the date emailed; U.S. mail is effective ten (10) days after being mailed by us. Notices posted on our website shall be effective on the date posted.
Questions or comments regarding these Terms may be sent to:
27.1“Affiliate” means, for so long as one of the following relationships are maintained, (i) a business entity owned by, controlled by, or under common ownership or control with another Person to the extent of more than fifty percent (50%) of the equity or such lesser percentage that is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) is held by such other Person, (ii) having the power to vote on or direct the affairs of another Person, or (iii) any Person controlled by, controlling, or under common control with another Person.
27.2“Business Partners” are Persons with whom we enter into agreements to assist with distributing or reselling our Products, processing Payments, analyzing traffic and developing our Site, managing our marketing, advertising, and our Site, and communicating with you.
27.3“Claim” means any disagreement whatsoever, including, without limitation, any controversy, dispute, demand, cause of action, litigation, or other legal or equitable proceeding whatsoever. Any indemnity provided herein for Claims includes an indemnity for the indemnified party’s reasonable attorneys’ fees and costs, amounts paid in settlement and any amounts paid in collection.
27.4“Customer” means the Person receiving Products from Prime Roots or its authorized Affiliates and may include distributors, resellers, and/or retailers.
27.5“Improvement” means anyalteration, modification, change, or product or service derived from a pre-existing work, product, or service.
27.6“Information,” means any of our materials on our Site or included in our Products, whether text, audio, visual, or audio-visual.
27.7“Intellectual Property” has the meaning generally and most broadly understood and includes, by way of example and not limitation, (i) all designs, specifications, processes, techniques, technology, recipes, drawings, strategies, methodologies, presentations, prototypes, computer programs, models, marketing plans, and inventions, any of which may or may not be represented by patent applications, patents, trademarks, copyrights, moral rights, and trade dress, whether or not registered or registrable, and including all rights to related applications, registrations, renewals, and continuations; (ii) confidential and/or proprietary information, Trade Secrets, ideas, concepts, and know-how; and (iii) publicity rights and privacy rights, all of the above (i), (ii) and (iii) in any form or format.
27.8“Jurisdiction” for any Claims related to these Terms or the subject matter herein means the California, U.S.A. county in which Prime Roots has its principal place of business.
27.9“Law” means all applicable federal, state, and local statutes, rules, regulations, ordinances, and related case law.
27.10“Linked Account” means an account that you may have with a third-party website or social networking service from which account you are able to link to our Products, including our Site.
27.11“Person” means a human individual and/or a business entity as is applicable.
27.12“Personal Data” is defined differently depending on where you reside. If you reside in the United States, to the extent appropriate under applicable Laws, California Law controls in these Terms. In the event you are located in the European Union/European Economic Area (“EU/EEA”), Personal Data will be defined by the applicable Laws where you reside, however, these Laws shall not over-ride the subject-matter and personal Jurisdiction of California, U.S.A. as defined herein.
27.13“Products” means any and all offerings from us to you, including without limitation, our Site, Information on such Site, merchandise, and other products or services we may offer or provide at any time.
27.14“Site” means the Internet website https://primeroots.comand all pages associated with this or other of our domain names, and any other Prime Roots Internet websites and our Affiliates’ Internet websites.
27.15“Tax” meansany charge, levy, impost, duty (including without limitation goods and services tax, value added tax, sales tax, withholding tax, stamp duty or transaction duty), fee, deduction, and any interest, fine, or penalty charge that is assessed, levied, imposed, or collected by any government body.
27.16“Trade Secret” has the broadest meaning provided by California law and/or U.S. Federal law as amended from time to time.
27.17“Transfer” means any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other disposition of any kind, including, without limitation, transfers to receivers, levying creditors, trustees, or receivers in bankruptcy proceedings, or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly.
27.18“User Content” means any information or material provided by you to us directly or through third parties (such as social media) in any form or format and through any media or medium and may include, by way of example and not limitation, feedback, surveys, comments, endorsements, and contest entries. Such User Content may include Personal Data.
27.19The plural of any defined term herein shall have the same meaning as the singular.
28.1Independent Contractors. We are an independent contractor to you and all our Customers. Business Partners are independent contractors of Prime Roots, are not agents of Prime Roots, and may not execute any agreements on behalf of Prime Roots. Further, resellers and distributors are required to maintain appropriate insurance for all resale or distribution of our Products. IN THE EVENT YOU HAVE A CLAIM REGARDING THE ACTS OR OMISSIONS OF A PERSON RESELLING OR DISTRIBUTING OUR PRODUCTS, YOU AGREE THAT ANY SUCH CLAIM IS BETWEEN YOU AND SUCH PERSON WITHOUT ANY LIABILITY OR CONTRIBUTION FROM PRIME ROOTS UNLESS WE HAVE BREACHED A MATERIAL OBLIGATION WITHIN THESE TERMS. Otherwise, Prime Roots’ only obligation will be the identification of these Terms and any other agreement between us and such Independent Contractor.
28.2Reservation of Rights. All Intellectual Property contained within or related to our Products remains our exclusive property. We reserve all rights not expressly granted to you. You shall own all Intellectual Property rights associated with any User Content provided (except for idea submissions).
28.3Assignability. We may assign all or part of our rights under these Terms in connection with a merger, acquisition, asset sale, operation of Law, or otherwise without notice to you. You may not assign any of your rights or obligations under these Terms whatsoever.
28.5Claims. In the event you have knowledge of any Claim made by a third party against you, or referencing you, and relating in any manner to our Products or your User Content provided to us, you will promptly notify us of such Claim. You will further assist us with all reasonable assistance in the defense of such Claim. No settlement shall be agreed upon without our involvement and approval.
28.6Severability. If any provision of these Terms is held to be invalid, illegal, unenforceable, or in conflict with applicable Laws or public policy, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired and shall remain in full force and effect. A court of competent Jurisdiction will endeavour to modify that clause in a manner that gives effect to the intent of these Terms.
28.7Language. These Terms are to be construed in the American English language. Any translated copy provided is for convenience only. The American English language shall control in the event of any contradiction between the English language version and a translated version. Further, any Claim must be made and determined in the American English language.
28.8Force Majeure. Prime Roots shall not be liable for any damages to you or to third parties for any delay or default in performance if such delay or default is caused by conditions beyond our control, including, but not limited to, acts of God, Government restrictions, regulations, Laws, or sequester, continuingdomestic or international problems such as wars, threats of terrorism, or insurrections, strikes, fires, floods, work stoppages, embargoes, government closures, pandemics, epidemics, public health recommendations, or border closures.
28.9Construction. Any reference to “herein” shall refer to these Terms generally and not to a specific Section. Headings and fonts are for convenience only. Anything that cannot be done “directly” under these Terms may also not be accomplished, and shall be a breach of these Terms, if done “indirectly.” Any limitation on the use of our Products or our Intellectual Property automatically includes a limitation on the use of such property “in whole or in part.” These Terms are not to be construed against the drafter. Any reference to “it” or “they” shall include the party so referenced, regardless of gender and whether a human individual or entity.
28.10Waiver. Our waiver of any provision of these Terms must be in writing and signed by us to be effective. If we waive any breach of any provision of these Terms, such waiver will not constitute or operate as a waiver of breach of such provision on any other occasion nor a waiver of any breach of other provisions, nor will failure to enforce any provision operate as a waiver of such provision.
28.11Contests. In the event we sponsor of contest, complete contest rules will be available on our Site. All Terms herein apply to any contest. These Terms shall control in the event of any conflict between contest terms and these Terms.
28.12Other Laws. Nothing in this Agreement shall be construed to limit or negate any common or statutory law, including, without limitation, any such law of torts, fiduciary duties, or Trade Secrets, where such law provides a party with broader protection than that provided herein. We hereby reserve all rights and remedies not specifically mentioned herein, whether in equity or law.
28.13Survival. All Terms shall survive the termination of any agreement you have with us, your purchase, license, lease, of or access to our Products and any termination of your use of our Products, whatsoever.