Commercial Terms of Use

Updated July 1st, 2020

The website located at WEBSITE and all related mobile or software applications (collectively, the "Site") are copyrighted works belonging to HerbPal Inc. ("HerbPal", "Us", "Our", and "We"). HerbPal provides cannabis resources via the Site, including user reviews and ratings, news and editorial coverage, and other information and services (collectively, the "End User Services") to end consumers of the Site ("End Users"). Certain features of the Business Services or Site may be subject to additional guidelines, terms, or rules, which will be posted on the Terms and Conditions in connection with such features. All such additional terms, guidelines, and rules are hereby incorporated into this Agreement.

THESE TERMS OF USE ("AGREEMENT") SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE SITE AND BUSINESS SERVICES. YOUR USE OF THE SITE AND END USER SERVICES IS GOVERNED BY HERBPAL'S GENERAL TERMS OF USE. BY ACCESSING OR USING THE SITE OR BUSINESS SERVICES, YOU ACCEPT THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. YOU MAY NOT ACCESS OR USE THE SITE OR BUSINESS SERVICES OR ACCEPT THIS AGREEMENT IF YOU DO NOT HAVE THE CAPACITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SITE OR BUSINESS SERVICES. IF YOU ARE USING THE SITE OR BUSINESS SERVICES ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF SUCH COMPANY, ENTITY, OR ORGANIZATION WITH THE AUTHORITY TO BIND IT TO THIS AGREEMENT.

CUSTOMER ACCOUNTS

1.1 Customer Accounts. In order to use certain features of the Site and Business Services, you must register your account ("Customer Account") by contacting signing up via the Site. You represent, warrant, and agree that:

• (a) you hold in good standing all applicable required licensure necessary for your business, including but not limited to: retail license(s) as prescribed and permitted by the licensing board, authority or similar regulatory authority for the city, town, county and/or state (each as applicable) in which you operate your business and the governmental cannabis licensing commission for the state in which your business operates (if such governmental regulatory licensing framework exists);
• (b) you shall promptly provide copies of the required license and registration information to HerbPal upon request at any time;
• (c) all required registration information you provide to HerbPal related to your Customer Account is truthful and accurate; and
• (d) you will maintain the accuracy of such information. Use of any personal information you provide to us during the account creation process is governed by our Privacy Policy. If you are claiming a Customer Page, then you represent that you are the owner or authorized agent of such Customer. You are responsible for maintaining the confidentiality of your Customer Account login information and password, all changes and updates submitted through your Customer Account, and all activities that occur in connection with your Customer Account, including activities by other users granted access to your Customer Pages. You agree to immediately notify HerbPal of any unauthorized use, or suspected unauthorized use of your Customer Account or any other breach of security. HerbPal cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
• (e) Making all arrangements necessary for you to have access to the Website.
• (f) Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.
• (g) Furnish factual, correct, current and complete information with regards to yourself as may be requested.
• (h) Maintain and promptly update your registration and profile information in an effort to maintain accuracy and completeness at all times.

If anyone knowingly provides any information of a false, untrue, inaccurate or incomplete nature, HerbPal will have sufficient grounds and rights to suspend or terminate the member in violation of this aspect of the Agreement, and as such refuse any and all current or future use of the Site and/or Services, or any portion thereof.

As a member of the Site, you acknowledge that you are solely responsible for all content posted, uploaded, emailed, transmitted or otherwise made available on your behalf, and we do not guarantee the accuracy, integrity or quality of such content.

1.2 Cancellation. You may delete your Customer Account at any time, for any reason, by contacting HerbPal. HerbPal may suspend or terminate your Customer Account in accordance with Section 10.

2. PAYMENT TERMS

2.1 Ordering Services. You may order access to Business Services by following the directions on the Site or as specified by your designated HerbPal sales representative. Once you order Business Services, your subscription to the applicable Business Service will automatically renew until you cancel your Business Service. Unless otherwise specified, you may cancel your Business Service at any time by contacting HerbPal at TELEPHONE NUMBER or by emailing your designated HerbPal sales representative. HerbPal may change the pricing for Business Services (from time to time in its sole discretion) by notifying you at the current e-mail address associated with your Customer Account or otherwise. Any changes in pricing will not take effect until ninety (90) days after HerbPal 's attempt to send such e-mail notice.

2.2 Payment Terms. Business Services may be offered on a paid or a free basis. If you order a paid Business Service, you agree to pay the then-current applicable Business Service fee listed on the Site or quoted to you by HerbPal in writing. HerbPal accepts payment by credit card, bank check, cashier's check, or money order. If you pay by credit card, HerbPal will automatically bill your credit card submitted in ordering the Business Service on the date the Business Service is activated, and each month thereafter, until you cancel the applicable Business Service. In the event that you cancel a Business Service or it is otherwise terminated in accordance with Section 10, reactivation of your Customer Account and related Business Services may be subject to additional reactivation fees in HerbPal 's sole discretion. ALL PAYMENTS ARE NON-REFUNDABLE, IN WHOLE OR IN PART, FOR ANY REASON WHATSOEVER, INCLUDING BUT NOT LIMITED TO CANCELLATION OR TERMINATION OFSERVICES. If you elect to pay by credit card, you hereby authorize HerbPal to bill your credit card as described above. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less. If any fee cannot be charged to your credit card for any reason, HerbPal may provide you, via email or other method, notice of such non-payment and a link for you to update your payment information. If such non-payment is not remedied within seven (7) days after receiving such notice of non-payment, then HerbPal (a) may provide any priority Business Services you have ordered to another paying Customer (e.g., any ad space that you have reserved), (b) may permanently revoke any existing offers related to pricing or discounts, and/or (c) may terminate the applicable Business Service.

3. SITE

3.1 License. Subject to the terms of this Agreement, HerbPal grants you a non-transferable, non-exclusive, license to use the Site and Business Services subscribed to through your Customer Account solely in accordance with this Agreement.

3.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host (except where hosting is necessary to offer certain Services), or otherwise commercially exploit the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site or Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site or Services content must be retained on all copies thereof.

3.3 Modification. HerbPal reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that HerbPal will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof.

3.4 Ownership. Excluding your Customer Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, trade dress, and trade secrets, in the Site and Services are owned by HerbPal or HerbPal 's licensors. The provision of the Site and Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. HerbPal and its licensors reserve all rights not granted in this Agreement.

4. CUSTOMER CONTENT

4.1 Customer Content. "Customer Content" means any and all information and content that a Customer submits to, or uses with, the Site or Services including advertisements, Customer business name, address, and other contact information ( "Customer Business Information"), coupons, promotional codes, giveaways, samples and other offers listed by you on the Site (collectively, "Deals"), photos, or other information uploaded by Customer to the Site. You are solely responsible for your Customer Content. You assume all risks associated with use of your Customer Content, including any reliance on its accuracy, completeness or usefulness by other users of the Site and Services, or any disclosure of your Customer Content that makes you or any third party personally identifiable. You hereby represent and warrant that your Customer Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your Customer Content is in any way provided, sponsored or endorsed by HerbPal. HerbPal is not obligated to backup any Customer Content and Customer Content may be deleted at any time. You are solely responsible for creating backup copies of your Customer Content if you desire. These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policyhttps://www.allbud.com/privacy-policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
• Contain negative posts by employees or contractors of other dispensaries or clinics.
• Make a grossly inaccurate reference of verifiable facts.

CONTENT PLACED OR MADE AVAILABLE FOR COMPANY SERVICES

HerbPal shall not lay claim to ownership of any content submitted by any visitor, member or user. Therefore, you hereby grant and allow for HerbPal the below listed worldwide, royalty-free and non-exclusive licenses, as applicable:

• The content submitted or made available for inclusion on the publicly accessible areas of the Site, the license to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said content on our network for the purpose of providing and promoting the specific area to which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of the Site, and shall terminate at such time when you elect to discontinue your membership.
• Photos, audio, video and/or graphics submitted or made available for inclusion on the publicly accessible areas of the Site, the license to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said content on our network for the purpose of providing and promoting the specific area in which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of the Site and shall terminate at such time when you elect to discontinue your membership.
• For any other content submitted or made available for inclusion on the publicly accessible areas of HerbPal sites, the continuous, binding and completely sub-licensable license which is meant to permit to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and/or publicly display said content, whether in whole or in part, and the incorporation of any such content into other works in any arrangement or medium current used or later developed.

Those areas which may be deemed "publicly accessible" areas of HerbPal sites are those such areas of our network properties which are meant to be available to the general public, and which would include message boards and groups that are openly available to both visitors and members. However, those areas which are not open to the public, and thus available to members only, would include our mail system and instant messaging.

4.2 License. You hereby grant, and you represent and warrant that you have the right to grant, to HerbPal an irrevocable, perpetual, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your Customer Content (including, as applicable, your Customer Pages), and to grant sublicenses of the foregoing, for the purposes of including your Customer Content in the Site and Services and developing and distributing new, original content for use in conjunction with the Site and Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your Customer Content. Some of your Customer Content (including, as applicable, your Customer Pages) may continue to be publicly displayed and distributed on the Site and Services following termination or expiration of this Agreement.

4.3 Feedback. If you provide HerbPal any feedback or suggestions regarding the Site or Services ("Feedback"), you hereby assign to HerbPal all rights in the Feedback and agree that HerbPal shall have the right to use such Feedback and related information in any manner it deems appropriate. HerbPal will treat any Feedback you provide to HerbPal as non-confidential and non-proprietary. You agree that you will not submit to HerbPal any information or ideas that you consider to be confidential or proprietary.

4.4 Commercial reuse of services. The member or user herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to HerbPal's sites.

5. ACCEPTABLE USE POLICY.

The following sets forth HerbPal 's Customer "Acceptable Use Policy":

5.1 General Restrictions. You agree not to use the Site or Services to collect, upload, transmit, display, or distribute any Customer Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party; or (d) is otherwise designed, in HerbPal 's sole discretion, to attack or damage the reputation of your competitors or other Customers or End Users on the Site.

5.2 Compliance with Applicable Laws. You may not use the Services to post or communicate any information in contravention of any applicable laws or regulations. All the Customer Content you post on the site must comply with all applicable laws, whether national, state, or provincial, including, without limitation, those regulating the advertising of cannabis or cannabis-related products and provision of any Deals. You must comply with all applicable laws, regulations, and industry standards in conducting your business, and in the event that any person, entity, or government authority accuses you of any illegal or unethical conduct, HerbPal shall have the right in its sole discretion to immediately suspend or terminate Your use of the Business Services upon notification in accordance with Section 10 below.

5.3 Cannabis-related Description Restrictions. Without limiting the generality of the foregoing, you may not use the Services to post or communicate any information (including Customer Content) which (a) makes any deceptive, false, or misleading assertions or statements about your products and/or services, (b) promotes over consumption of your products and/or services, (c) represents that the use of cannabis has curative or therapeutic effects, (d) depicts a child or other person under legal age, or otherwise suggests the presence of such person, and/or (e) is designed in any manner that would be especially appealing to persons under twenty-one years of age.

5.4 Customer Content Overview. You may not upload or otherwise post any information to your Customer Account (including, but not limited to, your Customer Pages) that refers or links to any third-party web sites or services for aggregated cannabis dispensaries, retail locations, and/or medical provider listings. You must maintain your Customer Content (including any applicable Customer Business Information) so that it is accurate and current.

5.5 Reviews. You agree not to post reviews on the Site (using your Customer Account or any other HerbPal End User account) that are (a) about your own cannabis dispensary, retail location, and/or medical provider entity or a competitor's cannabis dispensary, retail location, and/or medical provider entity or (b) your products or competing products. Reviews based on secondhand, non-personal experience, or are otherwise designed for any purpose other than providing other users on the Site with an accurate description of your personal experience, are not allowed. In addition to the other restrictions contained in the Acceptable Use Policy, reviews posted on the Site must not: (a) be written exclusively in capital letters, (b) be plagiarized, (c) contain spam or advertisements, (d) contain personally identifying information about any person, (e) contain overly detailed or sexual descriptions of an individual's physical appearance, or lewd personal attacks against a specific individual or group of individuals, (f) contain references to products, cannabis dispensaries, retail locations, and/or medical providers other than the product or entity being reviewed, or (g) contain unrelated personal grievances.

5.6 Photos. Any photo images must be relevant and appropriate to the Customer and its business or product as featured on the Site. Image files must be clear and must not be blurry, fuzzy, or contain any flash reflections. Products should be centered in the image file. Image files must contain an accurate depiction of the product they illustrate. Image files cannot contain pornography or other graphic images and must otherwise abide by the guidelines set forth in this Section 5.

5.7 Other Advertising Standards. Customer Content must comply with HerbPal's Advertising Standards.

5.8 Technological Restrictions. You agree not to use the Site or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Customers or End Users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services or violate the regulations, policies or procedures of such networks; (e) attempt to or impersonate another user or HerbPal or gain unauthorized access to the Site or Services, other Customer Pages, or other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (f) harass or interfere with another user's use and enjoyment of the Site or Services; or (g) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services.

5.9 Monitoring, Suspension, and Termination. We reserve the right (but have no obligation) to review any Customer Content (including any image files or reviews), investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your Customer Content, terminating your Customer Account in accordance with Section 10, and/or reporting you to law enforcement authorities) if we in our sole discretion suspect that you have violated the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.

6. INDEMNITY.

You agree to indemnify and hold HerbPal (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Site or Services, (ii) your interactions with any other users of the Site or Services (including other Customers or existing or potential customers); (iii) your Customer Content, (iv) your violation of this Agreement; or (v) your violation of applicable laws or regulations. HerbPal reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of HerbPal. HerbPal will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

7. OTHER USERS

7.1 Other Users. Your interactions with other Customers or End Users are solely between you and such user, including with respect to the provision and redemption of any Deals offered by you on the Site. You agree that HerbPal will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Customer or End User, we are under no obligation to become involved. You agree that you will not encourage any user or other person to violate this Agreement or HerbPal's standard Terms of Use available at WEBSITE

7.2 Release. You hereby release and forever discharge HerbPal (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Customers or End Users.

8. DISCLAIMERS

THE SITE AND SERVICES ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY USE OF THE SITE OR SERVICES TO DEPICT OR DESCRIBE CANNABIS OR CANNABIS-RELATED PRODUCTS OR SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE AND COMPLY WITH ALL APPLICABLE LEGAL OR REGULATORY REQUIREMENTS AND RESTRICTIONS. YOUR USE OF THE SITE OR SERVICES IS ENTIRELY AT YOUR OWN RISK.

THE USE OF THE SITE, SERVICES, AND/OR SOFTWARE ARE AT THE SOLE RISK BY YOU. OUR SITE SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN "AS IS" AND/OR "AS AVAILABLE" BASIS. HERBPAL AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

HERBPAL AND OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO SUCH WARRANTIES THAT (i) . THE SITE, SERVICES, OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THE SITE, SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SOFTWARE SHALL BE CORRECTED.

ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF THE SITE, SERVICES OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.

NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM HERBPAL OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SERVICES: DIZZINESS, ALTERED VISON, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

9. LIMITATION ON LIABILITY

IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR (AND OUR SUPPLIERS') LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS YOU HAVE PAID HERBPAL IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT HERBPAL AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR, AND RESULT FROM:

• THE USE OR INABILITY TO USE OUR SERVICE;
• THE COST OF OBTAINING SUBSTITUTE GOODS AND SERVICES;
• UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA;
• STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SERVICE;
• \AND ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SERVICE.

10. TERM AND TERMINATION.

Subject to this Section, this Agreement will remain in full force and effect while you use the Site or Services. We may (a) suspend your rights to use the Site and/or Services (including your Customer Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of this Agreement, by notifying you at the e-mail address and/or phone number provided in connection with your Customer Account. It is your responsibility to ensure that we have accurate contact information on file for you. Upon termination of this Agreement, your Customer Account and right to access and use the Site and Services will terminate immediately. You understand that any termination of your Customer Account involves deletion of your Customer Content associated therewith from our live databases. HerbPal will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Customer Account or deletion of your Customer Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 3.2-3.4 and Sections 4–11.

11. GENERAL

11.1 No Support or Maintenance. You acknowledge and agree that HerbPal will have no obligation to provide you with any support or maintenance in connection with the Site or Services.

11.2 Changes to Commercial Terms of Use. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address provided in connection with your Customer Account (if any) and/or by prominently posting notice of the changes on our Site. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site or Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

11.3 Electronic Communications. The communications between you and HerbPal use electronic means, whether you visit the Site or send HerbPal e-mails, or whether HerbPal posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from HerbPal in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that HerbPal provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

11.4 Choice of Law; Venue. The Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction. Any action at law or in equity will be commenced in a federal or state court located in the Orange County, California and you and HerbPal consent to the venue and jurisdiction of such courts.

11.5 Miscellaneous. This Agreement, HerbPal 's general Terms of Use, and HerbPal 's Privacy Policy, constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word "including" means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to HerbPal is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without HerbPal 's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

11.6 Copyright/Trademark Information. HerbPal TRADEMARKS ("Marks") are trademarks of HerbPal. You acknowledge and agree that You are not permitted to use these Marks or any third party marks displayed on our site without prior written consent from, respectively, HerbPal Holdings, Inc. or the owners of such third party marks.

11.7 HerbPal Contact Information:

Address: PO Box 53023, Irvine CA 92619

Email: