Last updated on September 13, 2023

Welcome to the web site and online service of Soylent Nutrition, Inc. d/b/a Soylent, ("Soylent Nutrition, Inc.," "we," "our," or "us").

The terms and conditions set forth in these Terms of Use (this "Agreement") govern your visit to and use of the online and/or mobile services, web site, and software provided on or in connection with the service provided by Soylent Nutrition, Inc., including without limitation thclic.fun (collectively the “Service”). By accessing and using the Service, you signify that you have read, understood, and agree to be bound by this Agreement and to the collection and use of your information as set forth in the Soylent Nutrition, Inc. Privacy Policy, whether or not you are a registered user of our Service. This Agreement applies to all visitors, users, vendors, customers, merchants, and others who access the Service ("Users").

THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Soylent Nutrition, Inc. may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last updated’ date at the top of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.

Using our Service

Who can use our Service

You can use the Service only if you can form a binding contract with Soylent Nutrition, Inc., and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Soylent Nutrition, Inc.

Soylent Nutrition, Inc. accounts

Your Soylent Nutrition, Inc. account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a Soylent Nutrition, Inc. account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to the Service with a -party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

Your responsibility for your account

You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Soylent Nutrition, Inc. immediately of any breach of security or unauthorized use of your account. Soylent Nutrition, Inc. will not be liable for any losses caused by any unauthorized use of your account.

Your choices about your account

You may control your User profile and how you interact with the Service by changing the settings on the personal settings page associated with your Soylent Nutrition, Inc. account. By providing Soylent Nutrition, Inc. your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt-out or change your preferences on the personal settings page associated with your Soylent Nutrition, Inc. account. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

Changes to our Service

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

Your interaction with other Users

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Soylent Nutrition, Inc. shall have no liability for your interactions with other Users, or for any User’s action or inaction.

Service rules

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Soylent Nutrition, Inc. servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.

Streaming and displaying

Accessing the audiovisual content available on the Service for any purpose or in any manner other than Streaming is expressly prohibited. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Service to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.

Sweepstakes and contests

From time to time, we may offer and/or co-sponsor contests, sweepstakes, raffles, promotions and games on the Service. Each of these activities may be governed by specific rules listed below. By participating in any such activities, you will become subject to those rules and we urge you to read any applicable rules. To the extent that the terms and conditions of such rules conflict with this Agreement, the terms and conditions of such rules shall control.

Interacting with the Service and User Content

Your User Content

Some areas of the Service allow Users to post content such as profile information, comments, questions, images, and other content or information. Any content or information a User submits, posts, displays, links to, or otherwise makes available on the Service is referred to as “User Content.” We claim no ownership rights over User Content created or provided by you. The User Content you create remains yours; however, by sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. Soylent Nutrition, Inc. has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.

How we and other Users can use your User Content

By posting or otherwise making available any User Content on the Service, you hereby expressly grant, and you represent and warrant that you have all rights necessary to grant, to Soylent Nutrition, Inc. a royalty-free, sublicensable, transferable, perpetual, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Soylent Nutrition, Inc.’ (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, modify, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.

Your responsibilities

What not to post

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, obscene, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current.

Respecting other’s rights

You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below.

Definition of Intellectual Property

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

User Content representations and warranties

In connection with your User Content, you affirm, represent and warrant the following: (i) you have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (ii) your User Content and any use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third-party, including but not limited to any Intellectual Property Rights and privacy rights; (iii) Soylent Nutrition, Inc. may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and (iv) to the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

Your conduct; disclaimer

Soylent Nutrition, Inc. reserves the right, but is not obligated, to reject and/or remove any User Content that Soylent Nutrition, Inc. believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization. Soylent Nutrition, Inc. takes no responsibility and assumes no liability for any User Content that you or any other User or third-party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Soylent Nutrition, Inc. shall not be liable for any damages you allege to incur as a result of User Content.

Soylent Nutrition, Inc. Content, Our License To You, and Feedback You May Provide

Soylent Nutrition, Inc. Content

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Soylent Nutrition, Inc. Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Soylent Nutrition, Inc. and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Soylent Nutrition Inc. Content. Use of the Soylent Nutrition, Inc. Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

Soylent Nutrition, Inc. license grant

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. Soylent Nutrition, Inc. reserves all rights not expressly granted herein in the Service and the Soylent Nutrition, Inc. Content (as defined below). Soylent Nutrition, Inc. may terminate this license at any time for any reason or no reason.

Feedback

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Soylent Nutrition, Inc. under any fiduciary or other obligation, and that we are free to use Feedback without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Soylent Nutrition, Inc. does not waive any rights to use similar or related ideas previously known to Soylent Nutrition, Inc., or developed by its employees, or obtained from sources other than you.

Purchases from Soylent Nutrition, Inc.

General

From time to time, Soylent Nutrition, Inc. may offer products for purchase through the Service (“Products”). We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities or Products purchased per person, per household or per order. These restrictions may include orders placed by or under the same account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email, billing address and/or phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

Age

You must be 18 years of age or older to purchase any Products from Soylent Nutrition, Inc.

Pricing

Prices for Products are subject to change without notice. All prices for Products are in US dollars, and are exclusive of any applicable local, state, or federal taxes. Shipping and handling fees, if any, will be reviewable prior to submitting your order.

Payment

All payments through the Service are processed using a third-party processor. You acknowledge that Soylent Nutrition, Inc. is not liable for any breaches of credit card or debit card security or privacy by such third-party processor. You agree to pay all charges incurred by users of your credit card, debit card, or other method of payment.

Gift Cards

Gift cards are available for purchase and use through thclic.fun. You may select the dollar value (within certain limits) and complete your purchase at checkout using an authorized form of payment. Gift cards are distributed electronically to the email address provided at the time of purchase. Soylent is not responsible for any lost or stolen gift cards, or for non-delivery due to an invalid email address, spam filters, or any other reason. Lost or stolen gift cards cannot be replaced (except as required by law).

Gift cards can only be used to redeem eligible goods in the United States from our website. Gift cards cannot be reloaded, resold, transferred for value or redeemed for cash (except where state law may require). Gift cards can be combined with other promotional offers, discount codes, gift cards, and accepted payment methods at checkout for one-time purchases only. Gift cards cannot be used to purchase additional gift cards and cannot be redeemed on subscriptions.

All gift card sales are final and nonrefundable. Soylent reserves the right to refuse to honor and/or void a gift card if we suspect the gift card was obtained fraudulently. Gift cards will not expire or depreciate in value and are not subject to any activation or service charges.

Shipping

Soylent Nutrition, Inc. will ship all Products purchased through the Service to the address specified in the shipping address section of the order form. Shipments will be made via standard ground service unless otherwise specified at the time of purchase. The time period from order to delivery will vary depending on location. You may have Products shipped only to addresses located within the United States.

Refunds and Replacements

Soylent Nutrition, Inc. provides beverages, food products, and subscription services. Once an order has processed and shipped, it will be considered final sale and is not eligible for return/exchange.

• Replacement requests will be considered for products that have arrived damaged or defective
• If the package was damaged in transit, please contact [email protected] within 5 days of delivery
• We cannot accept responsibility for product that is used or tampered with after delivery  

Any intent to notify Soylent of a defective product must be completed within 14 days of delivery date. Please email [email protected] and our Customer Care team will assist you with next steps.

If you are unsatisfied with your purchase, we will do our best to make it right. Any concern with a Soylent product purchased from a third-party reseller or retailer must be handled directly with the reseller or retailer where the original purchase was made and is subject to the return/exchange policy of that company.

All requests must be submitted under the original account e-mail address and include a valid order ID number.

Refund policy subject to change without notice. Please note these terms may not apply to Amazon orders. 

Return Policy (Merchandise)

Soylent clothing and accessories may be returned within 14 days of confirmed delivery for a refund.

Items eligible for return include:

• T-shirts
• Hoodies
• Hats & accessories

Items eligible for return must be:

• Unwashed, unused, and unaltered
• Returned in the original packaging
• Returned with garment tags intact

Soylent reserves the right to deny a return if the item does not comply with the return policy. Items that do not meet quality standards may be rejected and returned to you.

All refunds will be processed back to the original method of payment. Please allow 5-7 days from the date your refund is scheduled to finish processing.

Shipping and handling charges are not refundable. Customers will be responsible for any return shipping costs. Soylent cannot accept responsibility for any returns that are lost or damaged in transit.

Soylent products and merchandise (including clothing, hats, accessories, etc.) purchased from a third-party reseller or retailer, either online or in-store, must be handled where the original purchase was made and is subject to the return policy of that location.

To submit a return request, please contact [email protected].

Please include your order number, receipt, or shipping invoice as proof of purchase may be required.

Cancellations

Soylent is committed to processing all orders as quickly as possible to ensure timely deliveries. Once your order has been acknowledged by our fulfillment center, it cannot be updated or modified including cancellation.

To request a change, please email [email protected] to speak with our Customer Care team. NOTE: the window to adjust an order is limited and accommodation cannot be guaranteed. We’ll do our best to assist you!

If you are an active subscriber, all edits or changes (including skips or cancellations) should be submitted no later than 11:59 PM (Pacific Time) 5 days prior to your next scheduled delivery so we can alert our fulfillment center.

We cannot process cancellations requested after the cut-off date unfortunately. You will be responsible for all charges incurred for orders that have already processed.

Disclaimers

You understand that Products may contain materials that could be dangerous if handled improperly, and you acknowledge that Soylent Nutrition, Inc. is not liable for any personal injury or property damage arising from any misuse of any Products offered through the Service. You further acknowledge that Products may not be suitable for use by children, and you expressly assume sole liability for providing any individual under the age of 18 with access to any Products. You hereby agree not use Products for any illegal purpose and you assume all liability for any action you take for any action that is contrary to any law, rule, or regulation of any territory.

Soylent Subscription Terms and Conditions

Soylent Nutrition, Inc. (“Soylent Nutrition, Inc.,” “we,” “our,” or “us”) is pleased to offer a Subscription Program for its Soylent Products. When you choose to enroll in a Subscription Program for any Soylent product (Collectively, the “Product” or “Products”), the following Terms and Conditions apply:

Subscription Account

You must have an account, a valid email address, and a credit card and/or debit card to participate in the Subscription Program.

Subscription Order Placement

When you place a Subscription Program order, Soylent Nutrition, Inc. will automatically place and ship that same order on the same day every month.

Subscription Order Amount

Your Subscription Program’s order's final total may vary due to changes in price, tax rates, Customs, duties fees, and/or shipping costs. Your order total will include:

• Sales tax, if applicable
• Shipping and handling costs
• Please note that any coupons will only be applied to your first month’s subscription.

Subscription Order Payment

The credit card you used to place your initial Subscription Program order will be charged until you cancel your Subscription Program order, or modify your credit card information. Subsequent orders will be charged the day the order is placed and forwarded to the warehouse for processing.

If your credit card is declined at the time of a Subscription Program order placement, your order will not be placed; you will be notified that your Subscription Program payment has failed and you will need to update your credit card information. Once your payment information is corrected, your Subscription Program order will be processed. To update your credit card information, you can go to your "My Account" section and click the “Edit” link next the last four digits of your credit card information on the desired Subscription Program.

Credit Card and Debit Card payment will be the only valid payment types accepted for Subscription Program order payment. Store Credit, Gift Certificates, Checks, PayPal, and Bill Me Later will not be accepted.

The Products available for the Subscription Program are based on a current price. This means that item prices are not locked in and are subject to change.

Subscription Order Notifications

A Subscription Program confirmation email will be sent after each Subscription Program order is processed and shipped. Once a Subscription Program order is scheduled, no emails will be sent before subsequent Subscription Program order shipments are processed.

Frequency of Subscription Orders

The initial Subscription Program period is roughly 30 days, with the same order being shipped on the same day of every month as your initial order. If this date falls on a Sunday or Holiday, it will be processed on the next business day. If your order falls on a date that the following month does not have (example: 31st), your order will be processed on the next business day.

Changing Subscription Program Orders

Subscription Program shipments will be of the same Product or Products ordered during the initial Subscription Program shipment. You may change the Product or Products received as part of your Subscription Program at any time by logging into your account, going to your "My Account" section, and clicking "Update subscription.” You may also email us at [email protected] with your name, Subscription Program number, and the desired Product or Products change. Pricing may change depending on the changes to the Subscription Program order Product or Products.

Pausing Subscription Program Orders

If you find you have a surplus of Soylent you can postpone your subscription anywhere from 1 to 8 weeks by logging into your account, going to your "My Account" section, and clicking "Postpone shipment”. You can also email us at [email protected] with your name, Subscription Program number, and a description of which Product or Products you’d like to pause and for how long.

Once the designated time has passed, your subscription will work like before.

Postponing your next shipment will affect how you are billed. Once you reach your selected postponement end date, your subscription will renew and bill on a monthly basis starting on that date, unless further changes are made.

Cancellation of Subscription Program

You may cancel your subscription to Products offered through the Subscription Program at any time. If there is an outstanding order associated with your subscription (meaning that an order has been acknowledged by our fulfillment center), the cancellation will go into effect once that order is processed and delivered by Soylent Nutrition, Inc.

To cancel your subscription, you may do so by:

• Logging into your online account, going to your "My Account" section, and clicking “Cancel” on the desired Subscription Program.
• Emailing us at [email protected]. In your email you must include your name, Subscription Program number, and what Product or Products you would like to cancel. Please note that response times may exceed 48 hours.

Formula Changes on Subscription Program Orders

Soylent Nutrition, Inc. is committed to constantly innovating its Soylent Products and from time to time will update a Product’s or Products’ formula. In the event of such an update, your Subscription Program order will continue as before except that the Product or Products will be replaced with the new formula Product or Products. You will not be notified separately of this change before a subsequent Subscription Program order is processed and shipped. The new formula Product or Products will continue on subsequent Subscription Program orders unless you choose to remove this item from your Subscription Program order.

General

Privacy

We care about the privacy of our Users. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States and any other jurisdiction in which Soylent Nutrition, Inc. conducts business.

Security

Soylent Nutrition, Inc. cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

DMCA Notice

Since we respect artist and content owner rights, it is Soylent Nutrition, Inc.’ policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Soylent Nutrition, Inc.’ copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit Soylent Nutrition, Inc. to contact you, such as your address, telephone number, and, e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

 

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice
Soylent Nutrition, Inc. (dba Soylent)
777 S. Alameda St. 2nd Floor
Los Angeles, CA 90021 

Email: [email protected]

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying Soylent Nutrition, Inc. and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Soylent Nutrition, Inc.’ rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Soylent Nutrition, Inc. has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Soylent Nutrition, Inc. may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third-Party Links, web sites and Services

The Service may contain links to third-party web sites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Soylent Nutrition, Inc. Soylent Nutrition, Inc. does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party web site from the Service, you do so at your own risk, and you understand that this Agreement and our Privacy Policy do not apply to your use of such sites. You expressly relieve Soylent Nutrition, Inc. from any and all liability arising from your use of any third-party web site, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Soylent Nutrition, Inc. shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

Indemnity

You agree to defend, indemnify and hold harmless Soylent Nutrition, Inc. and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy, right of publicity or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) your User Content or any that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password, or other appropriate security code.

No Warranty

THE SERVICE AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE OR PRODUCTS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND PRODUCTS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SOYLENT NUTRITION, INC, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

SOYLENT NUTRITION, INC DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A third-party THROUGH THE SERVICE OR ANY HYPERLINKED web site OR SERVICE, AND SOYLENT NUTRITION, INC WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOYLENT NUTRITION, INC, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE OR ANY PRODUCTS. UNDER NO CIRCUMSTANCES WILL SOYLENT NUTRITION, INC BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOYLENT NUTRITION, INC ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE OR PRODUCTS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY third-party; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY third-party. IN NO EVENT SHALL SOYLENT NUTRITION INC, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING ONE DOLLAR.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SOYLENT NUTRITION, INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Service is controlled and operated from its facilities in the United States. Soylent Nutrition, Inc. makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Soylent Nutrition, Inc. without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Governing Law

You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Soylent Nutrition, Inc., either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of a state court located in Los Angeles County, California or the United States District Court for the Southern District of California, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.

Arbitration

For any dispute with Soylent Nutrition, Inc., you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that Soylent Nutrition, Inc. has not been able to resolve a dispute it has with you after attempting to do so for a period of sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any Soylent Nutrition, Inc. claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) in the city of Los Angeles, California under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Soylent Nutrition, Inc. from seeking injunctive or other equitable relief from the courts as necessary to protect any of Soylent Nutrition, Inc.’ proprietary interests.

Class Action / Jury Trial Waiver

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SOYLENT NUTRITION, INC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

Notification Procedures

Soylent Nutrition, Inc. may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our web site, as determined by Soylent Nutrition, Inc. in our sole discretion. Soylent Nutrition, Inc. reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt-out of certain means of notification as described in this Agreement. Soylent Nutrition, Inc. is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

Entire Agreement/Severability

This Agreement, together with any amendments and any additional agreements you may enter into with Soylent Nutrition, Inc. in connection with the Service, shall constitute the entire agreement between you and Soylent Nutrition, Inc. concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Soylent Nutrition, Inc.’ failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Contact

Please contact us at [email protected] with any questions regarding this Agreement.

Mobile Terms of Service

The Soylent Nutrition, Inc. mobile message service (the "Service") is operated by Soylent Nutrition, Inc. (“Soylent Nutrition, Inc.”, “we”, or “us”). Your use of the Service constitutes your agreement to these terms and conditions (“Mobile Terms”). We may modify or cancel the Service or any of its features without notice. To the extent permitted by applicable law, we may also modify these Mobile Terms at any time and your continued use of the Service following the effective date of any such changes shall constitute your acceptance of such changes.

By consenting to Soylent Nutrition, Inc.’s SMS/text messaging service, you agree to receive recurring SMS/text messages from and on behalf of Soylent Nutrition, Inc. through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. Text messages may be sent using an automatic telephone dialing system or other technology. Service-related messages may include updates, alerts, and information (e.g., order updates, account alerts, etc.). Promotional messages may include promotions, specials, and other marketing offers (e.g., cart reminders).

You understand that you do not have to sign up for this program in order to make any purchases, and your consent is not a condition of any purchase with Soylent Nutrition, Inc.. Your participation in this program is completely voluntary.

We do not charge for the Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message frequency varies. Message and data rates may apply. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider.

You may opt-out of the Service at any time. Text the single keyword command STOP to +45762 or click the unsubscribe link (where available) in any text message to cancel. You'll receive a one-time opt-out confirmation text message. No further messages will be sent to your mobile device, unless initiated by you. If you have subscribed to other Soylent Nutrition, Inc. mobile message programs and wish to cancel, except where applicable law requires otherwise, you will need to opt out separately from those programs by following the instructions provided in their respective mobile terms.

For service support or assistance, email [email protected] or text HELP to 45762.

We may change any short code or telephone number we use to operate the Service at any time and will notify you of these changes. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honoring requests made in such messages.

The wireless carriers supported by the Service are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. If you get a new mobile number, you will need to sign up for the program with your new number.

To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the Service, any errors in such information, and/or any action you may or may not take in reliance on the information or Service.

We respect your right to privacy. To see how we collect and use your personal information, please see our Privacy Notice.

ReChargeSMS Terms of Service

SMS MOBILE MESSAGE MANAGEMENT PROGRAM TERMS AND CONDITIONS

Last revised: February 1, 2021

ReChargeSMS (hereinafter, “We,” “Us,” “Our”) is offering a mobile messaging program (the “Program”), which you agree to use and participate in subject to these Mobile Messaging Terms and Conditions and Privacy Policy (the “Agreement”). By opting in to or participating in any of our Programs, you accept and agree to these terms and conditions, including, without limitation, your agreement to resolve any disputes with us through binding, individual-only arbitration, as detailed in the “Dispute Resolution” section below. This Agreement is limited to the Program and is not intended to modify other Terms and Conditions or Privacy Policy that may govern the relationship between you and Us in other contexts.

User Opt In

The Program allows Users to receive SMS mobile messages by affirmatively opting into the Program, such as through online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the Program, you agree that this Agreement applies to your participation in the Program. By participating in the Program, you agree to receive autodialed or predetermined mobile messages at the phone number associated with your opt-in, and you understand that consent is not required to make any purchase from Us. While you consent to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of Our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). Message and data rates may apply.

User Opt Out

If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP, STOPALL, to any mobile message from Us in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.

Duty to Notify and Indemnify

If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the User Opt Out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these terms and conditions. You further agree that, if you discontinue the use of your mobile telephone number without notifying Us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by Us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your agreement to participate in any of our Programs.

YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.

Program Description

Without limiting the scope of the Program, users that opt into the Program can expect to receive messages concerning the management of the users digital subscription, services, and events.

Cost and Frequency

Message and data rates may apply. The Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interaction with Us.

Support Instructions

For support regarding the Program, text “HELP” to the number you received messages from or email us at [email protected]. Please note that the use of this email address is not an acceptable method of opting out of the program. Opt outs must be submitted in accordance with the procedures set forth above.

Our Disclaimer of Warranty

The Program is offered on an "as-is" basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Our control. T-Mobile is not liable for delayed or undelivered mobile messages.

Participant Requirements

You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.

Age Restriction

You may not use of engage with the Platform if you are under thirteen (13) years of age. If you use or engage with the Platform and are between the ages of thirteen (13) and eighteen (18) years of age, you must have your parent’s or legal guardian’s permission to do so. By using or engaging with the Platform, you acknowledge and agree that you are not under the age of thirteen (13) years, are between the ages of thirteen (13) and eighteen (18) and have your parent’s or legal guardian’s permission to use or engage with the Platform, or are of adult age in your jurisdiction. By using or engaging with the Platform, you also acknowledge and agree that you are permitted by your jurisdiction’s Applicable Law to use and/or engage with the Platform.

Prohibited Content

You acknowledge and agree to not send any prohibited content over the Platform. Prohibited content includes:

• Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;
• Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;
• Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;
• Any product, service, or promotion that is unlawful where such product, service, or promotion thereof is received;
• Any content that implicates and/or references personal health information that is protected by the Health Insurance Portability and Accountability Act (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITEC” Act); and
• Any other content that is prohibited by Applicable Law in the jurisdiction from which the message is sent.

Dispute Resolution

In the event that there is a dispute, claim, or controversy between you and Us, or between you and ReChargeSMS or any other third-party service provider acting on Our behalf to transmit the mobile messages within the scope of the Program, arising out of or relating to federal or state statutory claims, common law claims, this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim, or controversy will be, to the fullest extent permitted by law, determined by arbitration in Los Angeles, California before one arbitrator.

The parties agree to submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. Except as otherwise provided herein, the arbitrator shall apply the substantive laws of the Federal Judicial Circuit in which ReChargeSMS’s principle place of business is located, without regard to its conflict of laws rules. Within ten (10) calendar days after the arbitration demand is served upon a party, the parties must jointly select an arbitrator with at least five years’ experience in that capacity and who has knowledge of and experience with the subject matter of the dispute. If the parties do not agree on an arbitrator within ten (10) calendar days, a party may petition the AAA to appoint an arbitrator, who must satisfy the same experience requirement. In the event of a dispute, the arbitrator shall decide the enforceability and interpretation of this arbitration agreement in accordance with the Federal Arbitration Act (“FAA”). The parties also agree that the AAA’s rules governing Emergency Measures of Protection shall apply in lieu of seeking emergency injunctive relief from a court. The decision of the arbitrator shall be final and binding, and no party shall have rights of appeal except for those provided in section 10 of the FAA. Each party shall bear its share of the fees paid for the arbitrator and the administration of the arbitration; however, the arbitrator shall have the power to order one party to pay all or any portion of such fees as part of a well-reasoned decision. The parties agree that the arbitrator shall have the authority to award attorneys’ fees only to the extent expressly authorized by statute or contract. The arbitrator shall have no authority to award punitive damages and each party hereby waives any right to seek or recover punitive damages with respect to any dispute resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. If any term or provision of this Section is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Section or invalidate or render unenforceable such term or provision in any other jurisdiction. If for any reason a dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial. This arbitration provision shall survive any cancellation or termination of your agreement to participate in any of our Programs.

Miscellaneous: You warrant and represent to Us that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any new features, changes, updates or improvements of the Program shall be subject to this Agreement unless explicitly stated otherwise in writing. We reserve the right to change this Agreement from time to time. Any updates to this Agreement shall be communicated to you. You acknowledge your responsibility to review this Agreement from time to time and to be aware of any such changes. By continuing to participate in the Program after any such changes, you accept this Agreement, as modified.