IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS OF
SALE BEFORE ACCESSING, USING, OR PLACING AN ORDER THROUGH OUR
WEBSITE. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND
LIMITATIONS OF LIABILITIES (SEE SECTIONS 14 AND 15).
THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT. PLEASE PRINT
AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
FOR
ANY RETURNS, REFUNDS, COMPLAINTS OR ENQUIRIES PLEASE USE THE
PROCEDURE AND CONTACT DETAILS PROVIDED IN OUR RETURN POLICY AND
REFUND POLICY.
Your use of http://improvemind.com/, including any sub-domains thereof, affiliated websites, and
mobile applications (collectively, the “Website”), which are owned
and maintained by Hippozy Inc. (as defined below), are governed by
the policies, terms, and conditions set forth below. Please read
them carefully. We offer the Website, including all information,
tools, products, and services available from the Website to you, the
user, conditioned upon your acceptance of all terms, conditions,
policies, and notices stated here. By accessing, using, or placing
an order over the Website, you agree to the terms set forth herein.
If you do not agree to these terms and conditions in their entirety,
you are not authorized to use the Website in any manner or form
whatsoever.
THIS AGREEMENT CONTAINS ARBITRATION AND CLASS
ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING,
RIGHT TO A JURY TRIAL AND RIGHT TO PARTICIPATE IN A CLASS ACTION.
ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL
DISPUTES UNLESS SPECIFIED BELOW IN SECTION 16 OR IF YOU OPT-OUT. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION
PROVISIONS IN SECTION 16 BELOW
WHICH DESCRIBES YOUR RIGHT TO OPT-OUT.
You can review the
most current version of the Terms at any time on this page
http://improvemind.com/. We reserve the right to update, change, or replace any part of
these Terms by posting updates and/or changes to our Website. It is
your responsibility to check this page periodically for changes.
YOUR CONTINUED USE OF OR ACCESS TO THE WEBSITE FOLLOWING THE POSTING
OF ANY CHANGES CONSTITUTES BINDING ACCEPTANCE OF THOSE CHANGES.
1. WEBSITE USE
2. PRIVACY & SECURITY DISCLOSURE
3. GENERAL CONDITIONS AND WEBSITE USER CONDUCT RESTRICTIONS
4. PRODUCTS SOLD FOR PERSONAL USE ONLY
5. NO MEDICAL
ADVICE, AND THE ACCURACY, COMPLETENESS, AND TIMELINESS OF
INFORMATION
6. MODIFICATIONS TO THE WEBSITE AND PRICES
7. PAYMENT
8. ORDER PLACEMENT AND ACCEPTANCE;
SUBSCRIPTION BILLING & CANCELLATION
9. SHIPPING
10. DELIVERY CONFIRMATION
11. SATISFACTION GUARANTEE
12. STANDARD RETURN POLICY
13. SOCIAL MEDIA
14.
DISCLAIMER OF WARRANTIES
15. DISCLAIMER OF LIABILITIES
16. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND
CLASS ACTION WAIVER
17. INDEMNIFICATION
18.
THIRD-PARTY WEBSITES AND LINKS
19. TESTIMONIALS, REVIEWS,
AND OTHER SUBMISSIONS
20. DIGITAL MILLENNIUM COPYRIGHT ACT
NOTICE
21. ELECTRONIC COMMUNICATIONS
22. ASSIGNMENT
23. NO WAIVER
24. SEVERABILITY
25. TERMINATION
26. ENTIRE AGREEMENT
27. QUESTIONS OR ADDITIONAL
INFORMATION
1. WEBSITE USE
By using the Website and
agreeing to these Terms, you represent that you are at least the age
of majority in your state. If you use the Website, you affirm that
you have the legal capacity to enter into a binding contract with
us, have read this Agreement, and understand and agree to its terms.
For the purpose of these Terms of Sale, Improve Mind (or
“we,” “our,” “us”) shall mean either:
1.1. The company
selling the products:
Hippozy Inc., a company
registered in Delaware, USA, registered address 3500 S DUPONT HWY
DOVER, DE 1990.
2. PRIVACY & SECURITY DISCLOSURE
Our Privacy Policy may be viewed at
http://improvemind.com/.The Privacy Policy is incorporated into these Terms by reference
and constitutes a part of these Terms.
3. GENERAL CONDITIONS AND WEBSITE USER CONDUCT RESTRICTIONS
All aspects of our Website are protected by U.S. and international
copyright, trademark, and other intellectual property laws. You do
not acquire any ownership or other rights by downloading or using
the Website or any material on it.
You agree not to use
or attempt to use the Website or any products or services in any
unlawful manner or for any unlawful purpose. You further agree not
to commit any unlawful act or attempt to commit any unlawful act on
or through the Website including, but not limited to: (1) hacking
and other digital or physical attacks on the Website; (2) publishing
abusive, vulgar, obscene, or defamatory material; (3) soliciting
others to perform or participate in any unlawful acts; (4) violating
any international, federal, provincial or state regulations, rules,
laws, or local ordinances; (5) infringing upon or violating our
intellectual property rights or the intellectual property rights of
others; (6) harassing, abusing, insulting, harming, defaming,
slandering, disparaging, intimidating, or discriminating based on
gender, sexual orientation, religion, ethnicity, race, age, national
origin, or disability; (7) submitting false or misleading
information; (8) uploading or transmitting viruses or any other type
of malicious code that will or may be used in any way that will
affect the functionality or operation of the Website; (9) collecting
or tracking the personal information of others; (10) interfering
with or circumventing the security features of the Website; or (11)
any other unlawful act.
Improve Mind reserves the right
to terminate your access to the Website or any of its services if it
determines that you (1) do not comply with these Terms of Sale; (2)
provide false, inaccurate, or incomplete information during our
registration process; (3) engage in any conduct that would otherwise
harm any of Improve Mind rights or interests in its Website,
services, or other property; or (4) for any or no reason whatsoever
without prior notice to you. Improve Mind may take any other actions
necessary in this regard or seek any remedies permitted by law.
4. PRODUCTS SOLD FOR PERSONAL USE ONLY
You further agree that any products or services you purchase from
Improve Mind on or through the Website will be used for your
personal, non-commercial use. You agree that you will not resell,
redistribute, modify, or export any product that you order from the
Website. We reserve the right to limit or prohibit orders that, in
our sole judgment, appear to be placed by dealers, resellers or
distributors.
5. NO MEDICAL ADVICE AND THE ACCURACY, COMPLETENESS, AND
TIMELINESS OF INFORMATION
The material on the Website is provided for general informational
purposes only and is not intended as medical advice or as a
substitute for the medical advice of a physician. The statements
made on this Website have not been evaluated by the Food and Drug
Administration. You should consult your physician before using any
information provided by Improve Mind.
While we endeavor
to provide accurate and current information on our Website, there
may be information on our Website that contains typographical
errors, inaccuracies, or omissions related to product descriptions,
pricing, promotions, offers, product shipping charges, transit
times, and availability. We reserve the right to correct any errors,
inaccuracies, or omissions, and to change or update information or
cancel orders if any information on the Website or on any related
website is inaccurate at any time without prior notice (including
after you have submitted your order).
We have made every
effort to display as accurately as possible the colors and images of
our products that appear on the Website. We cannot guarantee that
your computer monitor's display of any color will be accurate.
This Website may contain certain historical information.
Historical information, necessarily, is not current and is provided
for your reference only. We reserve the right to modify the contents
of this Website at any time, but we have no obligation to update any
information on our Website. You agree that it is your responsibility
to monitor changes to our Website.
Improve Mind does not
make any guarantee that you will accomplish your health and/or
wellness goals. Your results may vary depending upon a variety of
factors unique to you, such as your age, health, and genetics.
6. MODIFICATIONS TO THE WEBSITE AND PRICES
We reserve the right to modify or discontinue access to the Website
(or any part or content thereof) without notice at any time. We
shall not be liable to you or to any third party for any
modification, suspension, or discontinuance of access to the
Website. Certain products or services may be available exclusively
online through the Website. These products or services may have
limited quantities and are subject to refund, return, or exchange
only according to our Shipping and Refund and Return policies.
All
descriptions of products or product pricing are subject to change at
any time without notice, at our sole discretion. Any offer for any
product or service made on this Website is void where prohibited.
7. PAYMENT
All charges are in a currency indicated upon purchase, depending on
your location.
By submitting payment information to us,
you represent and agree that: (i) you are fully authorized to use
that card or account; (ii) all payment information provided is
complete and accurate; (iii) you will be responsible for any payment
card fees; and (iv) that sufficient funds exist to pay us the
amount(s) due.
We and our third-party payment service
providers may request, and we may receive, updated credit card
information from your credit card issuer, such as updated card
numbers and expiration date information when your credit card has
expired. If such updated information is provided to us and our
third-party payment service providers, we will update your account
information accordingly. Your credit card issuer may give you the
right to opt-out of providing vendors and third-party payment
service providers with your updated credit card information. If you
wish to opt-out of your credit card’s updating service, you should
contact your credit card issuer.
If your credit or debit
card payment is not processed successfully for any reason, we
reserve the right to reattempt to process payment within 48 hours.
In the event that the payment is still unsuccessful, we will give
you at least 48 hours’ notice in advance of any further reattempt to
process payment by sending an email to the email address you have
provided to us. If you do not want us to reattempt to process
payment, you must cancel your order in advance.
We are
not responsible for any fees or charges that your bank or credit
card issuer may apply. If your bank or credit card issuer reverses a
charge to your credit card, we may bill you directly and seek
payment by another method including a mailed statement.
8. ORDER PLACEMENT AND ACCEPTANCE; SUBSCRIPTION BILLING &
CANCELLATION
8.1. Order Placement and Acceptance
Your electronic order confirmation, or any form of confirmation,
does not signify our acceptance of your order. We reserve the right
to accept or deny shipment to anyone for any reason. In the event we
deny your order, you will receive a refund to your original form of
payment. You understand and agree that we will not be liable for any
losses or damages that may result from our refusal to provide you
any product or service. We reserve the right to require additional
information before processing any order.
8.2. Subscription Billing & Cancellations
If you go to the Website to purchase a product, you may have the
option of buying a product one time, or purchasing a subscription.
If you purchase a subscription, we will automatically use the
payment method you provided during your initial purchase every
thirty (30) days unless and until you cancel your subscription. You
also have the option to change your subscription billing frequency
(30, 60, or 90 days). We may use an account updater to automatically
update your payment method information in the event it changes, in
which case, your renewal will be billed to the updated account
information. If you wish to cancel your subscription, you may do so
at any time, however, you must cancel your subscription twenty-four
(24) hours prior to your next rebill date to avoid receiving your
next scheduled order. To cancel your subscription, please contact
Customer Support by emailing us at support@improvemind.com.
9. SHIPPING
Improve Mind
ships to addresses only in U.S. and generally ships orders within
two days of receiving your order. Please visit our Shipping
Policy on our Website for additional information regarding order
processing, order handling, shipping times, and the commercial
couriers Improve Mind used to deliver orders. Customers are
responsible for any customs duties or import fees associated with
your order.
Accurate shipping address and phone number
are required. We are not responsible for late shipments/missing
shipments if you enter incorrect shipping address information. If
you discover that you have made a mistake with your order after it
has been submitted, or wish to cancel your order after your placed
it and before it has been shipped, please contact Customer Support
at support@improvemind.com. You must contact us as soon as possible in order to modify or
cancel your pending order. However, we cannot guarantee that we will
be able to amend your order in accordance with your
instructions.
10. DELIVERY CONFIRMATION
Because many instances may occur at your delivery address that are
beyond our control, you agree that any delivery confirmation
provided by the carrier is sufficient proof of delivery, even
without a signature.
11. SATISFACTION GUARANTEE
Improve Mind offers a Satisfaction Guarantee on certain purchases
from your first-time subscription order within thirty (30) days from
the date that you received your order for a full refund according to
the following terms. The Satisfaction Guarantee is only valid on
products purchased directly from our Website. Purchases that do not
qualify for Improve Mind’s Satisfaction Guarantee are subject to our
Standard Return Policy. If you claim a refund during the first
thirty (30) days and later decide that you want to repurchase the
same product, you will not be entitled to the Satisfaction
Guarantee. To request a refund, contact Customer Support at support@improvemind.com. Improve Mind will refund the entire purchase price for all
approved refunds. Refunds will be issued to the same payment method
that was used to order the product.
12. STANDARD RETURN POLICY
Improve Mind wants you to be satisfied with your experience with us
so we have made returning or exchanging products easy. If you are
dissatisfied with your purchase, or if it arrives damaged, please
refer visit the Return Policy on our Website for additional
information about how to return or exchange a product or request a
refund.
After the shipping department receives your
return, it generally takes 14 business days to process your refund.
Once a refund is processed, it may take up to 10 days for the return
to be posted to your account, depending on your financial
institution.
13. SOCIAL MEDIA
This section applies to everyone who interacts with our social
media presence, including comment sections, feeds, and other
elements of social media presence viewable on Facebook, Instagram,
YouTube, Pinterest, Twitter, Google+, LinkedIn, or any of the many
other available external third-party social media platforms we may
use (“Social Media Presence”).
The sites and platforms
that host our Social Media Presence are not controlled by us and
therefore have their own privacy policies and terms of use. The
comments and opinions expressed by users on social media are theirs
alone and do not reflect the opinions of Improve Mind, and we have
no obligation to monitor or remove user comments. If you see an
offensive or inappropriate post or comment on our Social Media
Presence, you should report it to the operator of the applicable
site or platform using the procedures they have established for that
purpose.
14. DISCLAIMER OF WARRANTIES
EXCEPT WHERE PROHIBITED BY LAW, THIS WEBSITE AND ALL PRODUCTS
PROVIDED ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND
EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO
THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY,
ACCURACY AND/OR COMPLETENESS OF ANY INFORMATION ON THIS WEBSITE. WE
DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) OUR
PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR
OBTAINED THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS OR
EXPECTATIONS, OR (B) THE WEBSITE OR THE SERVER(S) THAT MAKE THE
WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY
DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
15. DISCLAIMER OF LIABILITIES
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL IMPROVE
MIND OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,
INDEPENDENT CONTRACTORS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY
OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS
AGREEMENT, THE PRIVACY POLICY, THE PRODUCTS, OR YOUR OR A
THIRD-PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY PRODUCT,
REGARDLESS OF WHETHER IMPROVE MIND HAS HAD NOTICE OF THE POSSIBILITY
OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT
LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF
GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR
ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR
OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH
DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY,
WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND
STRICT LIABILITY), WARRANTY, OR OTHERWISE. IF, NOTWITHSTANDING THE
LIMITATIONS OF LIABILITY SET FORTH ABOVE, IMPROVE MIND IS FOUND
LIABLE UNDER ANY THEORY, IMPROVE MIND’S LIABILITY AND YOUR EXCLUSIVE
REMEDY WILL BE LIMITED TO USD $500.00. THIS LIMITATION OF LIABILITY
SHALL APPLY FOR ALL CLAIMS, REGARDLESS OF WHETHER IMPROVE MIND WAS
AWARE OF OR ADVISED IN ADVANCE OF THE POSSIBILITY OF DAMAGES OR SUCH
CLAIMS. SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU AND
YOU MAY HAVE ADDITIONAL RIGHTS.
16. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS
ACTION WAIVER
PLEASE READ THIS ARBITRATION AND CLASS ACTION WAIVER PROVISION
CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH IMPROVE MIND
ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK
RELIEF FROM US.
EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE
THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED
THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE
AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY COURT. THE
RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY
OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU
AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY
AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY
PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS A PRIVATE
ATTORNEY GENERAL. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT
CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM
OF A REPRESENTATIVE OR CLASS PROCEEDING.
THERE IS NO
JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION
AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL
BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE
AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THE
TERMS OF THESE CONDITIONS OF USE AS A COURT WOULD.
16.1. General
Arbitration is a manner of resolving a “Claim” without filing a
lawsuit. “Claim” means any dispute between you, Improve Mind, or any
involved third-party relating to your account, your use of the
Website, your relationship with Improve Mind, these Terms, or the
Privacy Policy. This includes any and all claims that relate in any
way to your use or attempted use of the products, and any act or
omission by Improve Mind or any third-party related to your use or
attempted use of the products, and any communications from Improve
Mind or any third party on Improve Mind’s behalf. You, Improve Mind,
or any involved third-party may pursue a Claim. Improve Mind agrees
to final and binding confidential arbitration should it have any
Claims against you. Likewise, you agree to final and binding
confidential arbitration should you have any Claims against Improve
Mind. By agreeing to arbitrate, you waive the right to go to court
and agree instead to submit any Claims to final and binding
confidential arbitration. You further agree that all claims must be
arbitrated on an individual basis and not on a class basis, only
individual relief is available, and that claims of more than one
customer cannot be arbitrated or consolidated with those of any
other customer. This arbitration provision sets forth the terms and
conditions of our agreement to final and binding confidential
arbitration.
16.2. Exceptions
Notwithstanding the foregoing, and as an exception to final and
binding confidential arbitration, you and Improve Mind both retain
the right to pursue, in small claims court, any claim that is within
that court’s jurisdiction and proceeds on an individual (non-class)
basis, including overdue account matters within the small claims
court’s jurisdiction. Improve Mind will not demand arbitration in
connection with any individual claim that you properly file and
pursue in a small claims court, so long as the claim is and remains
pending in that court.
The following claims shall not be
subject to final and binding arbitration and must be adjudicated
only in the courts located in jurisdiction of infringement: (i) an
action by Improve Mind relating to the infringement or validity of
our proprietary rights, including without limitation, trademarks,
service marks, trade dress, copyrights, trade secrets, or patents;
or (ii) an action by Improve Mind for temporary, preliminary, or
permanent injunctive relief, whether prohibitive or mandatory, or
other provisional relief, against you for breach or threatened
breach of this Agreement. You expressly agree to refrain from
bringing or joining any claims that are excluded from final and
binding arbitration pursuant to this subsection “b” in any
representative or class-wide capacity, including but not limited to
bringing or joining any claims in any class action or any class-wide
arbitration. Small claims matters may be filed in any small claims
court with personal and subject matter jurisdiction over the
parties. For all other matters excluded from final and binding
arbitration by this subsection “b,” the parties consent to exclusive
jurisdiction and venue in the courts located in jurisdiction of
infringement, and forever waive any challenge to said courts’
jurisdiction and venue.
16.3. Required Pre-Dispute Procedures
Before initiating any Claim against the other, you and we agree to
first contact the other with a written description of the dispute,
which shall include all relevant documents and information, and the
proposed resolution. You may send the written description of any
dispute you have with us by certified mail to Improve Mind, Attn:
Legal Department, 3500 S DUPONT HWY DOVER, DE 19901. Improve Mind
will contact you by letter at the billing address you provided to us
or at the email address you provided to us. You agree to negotiate
with Improve Mind or its designated representative in good faith
about your problem or dispute. If for some reason the dispute is not
resolved within 60 days after receipt of the written dispute, we
agree to the dispute resolution provisions herein.
16.4. Commencing Arbitration
You and Improve Mind agree to commence any arbitration proceeding
within one (1) year after the Claim arises (the one-year period
includes the required pre-dispute procedures set forth above) and
that any arbitration proceeding commenced after one (1) year shall
be forever barred.
16.5. Organization, Rules and the Arbitrator
This Agreement, and any disputes arising from or relating to the
interpretation thereof (including non-contractual disputes) shall be
governed by and construed in accordance with UNDIROIT Principles of
International Commercial Contracts (2016).
Any disputes
shall be resolved through binding arbitration administered by the
American Arbitration Association under its Commercial Arbitration
Rules. The location of such arbitration shall be mutually agreed
upon by the Parties, or if not agreed, in the state where the Client
is domiciled. The Parties may conduct mediation or arbitration
remotely via video or teleconference.
16.6. Fees
Payment of all filing, administration and arbitrator fees will be
governed by the American Arbitration Association under its
Commercial Arbitration Rules.
16.7. Governing Law and Award
The arbitrator shall follow the English laws without regard to its
conflicts of laws principles. Any award rendered shall include a
confidential written opinion and shall be final and binding, without
a right of appeal. Judgment on the award rendered by the arbitrator
may be entered in any court of competent jurisdiction.
16.8. Enforceability
This provision survives termination of your account or relationship
with Improve Mind, bankruptcy, assignment, or transfer. If the class
action waiver is deemed unenforceable (i.e., unenforceability would
allow arbitration to proceed as a class or representative action),
then this entire arbitration provision shall be rendered null and
void and shall not apply. If a portion of this arbitration provision
(other than the class action waiver) is deemed unenforceable, the
remaining portions of this arbitration provision shall remain in
full force and effect.
16.9. Miscellaneous
Failure or any delay in enforcing this arbitration provision in
connection with any particular Claim will not constitute a waiver of
any rights to require arbitration at a later time or in connection
with any other Claims except all Claims must be brought within the
one (1) year limitation period set forth above. This provision is
the entire arbitration agreement between you and Improve Mind and
shall not be modified except in writing by Improve Mind.
16.10. Amendments
Improve Mind reserves the right to amend this arbitration provision
at any time. Your continued use of the Website, purchase of a
product on or through the Website, or use or attempted use of a
Improve Mind product, constitutes your consent to such changes.
YOU
UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND
ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION. YOU HAVE
THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY
(30) DAYS FROM THE DATE THAT YOU PURCHASE, USE, OR ATTEMPT TO USE A
PRODUCT PURCHASED ON OR THROUGH THE WEBSITE (WHICHEVER COMES FIRST)
BY WRITING TO US VIA CERTIFIED MAIL AT IMPROVE MIND, ATTN: LEGAL
DEPARTMENT, 3979 3500 S DUPONT HWY DOVER, DE 19901. FOR YOUR OPT-OUT
TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE IDENTIFYING
ANY PRODUCT YOU PURCHASED, USED OR ATTEMPTED TO USE WITHIN THE 30
DAYS AND THE DATE YOU FIRST PURCHASED, USED OR ATTEMPTED TO USE THE
PRODUCT. IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT
ELIGIBLE TO OPT OUT OF THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM
THROUGH BINDING ARBITRATION AS SET FORTH IN THIS AGREEMENT.
17. INDEMNIFICATION
To the fullest
extent permitted by law, you agree to indemnify, defend, and hold
harmless Improve Mind, its parent, subsidiaries, predecessors,
successors and affiliates, and their respective partners, officers,
directors, agents, representatives, contractors, licensors, service
providers, subcontractors, suppliers, interns, and employees, from
and against any and all claims, actions, losses, liabilities,
damages, expenses, demands and costs of any kind, including, but not
limited to, reasonable attorneys’ fees, arising out of, resulting
from, or in any way connected with or related to (1) your breach of
these Terms, the documents they incorporate by reference, or the
Agreement; (2) your breach of any representations or warranties in
this Agreement; or (3) your violation of any law or the rights of a
third-party.
18. THIRD-PARTY WEBSITES AND LINKS
Our Website may include materials from third-parties or links to
third-party websites. We are not liable for any third-party
materials or websites. We are not liable for any harm or damages
related to the purchase or use of goods, services, resources,
content, or any other transactions made in connection with any
third-party websites. Please review carefully the third-party’s
policies and practices and make sure you understand them before you
engage in any transaction. Complaints, claims, concerns, or
questions regarding third-party products should be directed to the
applicable third-party.
19. TESTIMONIALS, REVIEWS, AND OTHER SUBMISSIONS
Anything that you submit or post to the Website and/or provide us,
including without limitation, photographs, testimonials, ideas,
know-how, techniques, questions, reviews, comments, testimonials,
and suggestions (collectively, “Submissions”) is and will be treated
as non-confidential and nonproprietary, and we shall have the right
to use, copy, distribute, display, publish, perform, sell, lease,
transmit, adapt, and create derivative works from such Submissions
by any means and in any form, and to translate, modify,
reverse-engineer, disassemble, or decompile such Submissions. You
represent and warrant that you are the owner or have sufficient
rights to share the Submissions with us. Submissions represent the
unique experience of the submitting customers, and do not
necessarily reflect the experience that you may have using our
products. As noted in Section 5 above, your results will vary
depending upon a variety of factors unique to you, such as your age,
health, and genetics.
Improve Mind reserves the right to
correct grammatical and typing errors, to shorten testimonials prior
to publication or use, and to review all testimonials prior to
publication or use. Improve Mind shall be under no obligation to use
any, or any part of, nor pay any compensation for, any testimonial
or product review submitted. Improve Mind is also under no
obligation to respond to any comment, testimonial, or product review
submitted.
20. DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE; INTELLECTUAL
PROPERTY RIGHTS
20.1. DMCA Notice
This Website maintains specific contact information provided below,
including an email address, for notifications of claimed
infringement regarding materials posted to this Website. All notices
should be addressed to the following contact person:
Notification
of Claimed Infringement:
ADDRESS: 3500 S DUPONT HWY
DOVER, DE 19901
Email: support@improvemind.com
You may contact our agent for notice of claimed infringement
specified above with complaints regarding allegedly infringing
posted material and we will investigate those complaints. If the
posted material is believed in good faith by us to violate any
applicable law, we will remove or disable access to any such
material, and we will notify the posting party that the material has
been blocked or removed.
In notifying us of alleged
copyright infringement, the Digital Millennium Copyright Act
requires that you include the following information: (i) description
of the copyrighted work that is the subject of claimed infringement;
(ii) description of the infringing material and information
sufficient to permit us to locate the alleged material; (iii)
contact information for you, including your address, telephone
number and/or email address; (iv) a statement by you that you have a
good faith belief that the material in the manner complained of is
not authorized by the copyright owner, or its agent, or by the
operation of any law; (v) a statement by you, signed under penalty
of perjury, that the information in the notification is accurate and
that you have the authority to enforce the copyrights that are
claimed to be infringed; and (vi) a physical or electronic signature
of the copyright owner or a person authorized to act on the
copyright owner’s behalf. Failure to include all of the above-listed
information may result in the delay of the processing of your
complaint.
20.2. Intellectual Property Rights, License
The audio and video materials, images, photographs, articles,
opinions, and other text, graphics, illustrations, logos,
depictions, layouts, compilations, designs, interfaces, digital
downloads, software, data compilations and other content associated
with the Website (the “Content”) are owned or licensed by and to
Improve Mind or other authorized third parties and are protected by
intellectual property, copyright, trademark, trade dress and other
laws in the U.S. and in other countries. You must comply with all
such laws and applicable copyright, trademark or other legal notices
or restrictions. You shall not remove or alter any copyright,
trademark, or other legal notices marked on the Content. As between
you and Improve Mind, we will retain all right, title, and interest
in and to the Website and the Content. No transfer of ownership to
any portion of the Content shall be made as a result of any access
you are granted. Except as expressly set forth in these Terms of
Sale or expressly granted to you in writing by Improve Mind, no
rights are granted to you. You agree to abide by any and all
additional copyright notices, information or restrictions contained
in any part of the Website. The compilation of the Content on the
Website is the exclusive property of Improve Mind.
You
are only permitted to access and view the Content for personal,
non-commercial purposes in accordance with these Terms of Sale, and
may not build a business or other enterprise utilizing any of the
Content, whether for profit or not. Except as provided in these
Terms of Sale or otherwise expressly authorized by us in writing,
you may not (either directly or through the use of any software,
device, internet site, web-based service or other means) download,
stream capture, store in a database, archive or otherwise copy any
part of the Website or Content; upload, sell, rent, lease, lend,
broadcast, transmit or otherwise disseminate, distribute, display or
perform any part of the Website or Content; license or sublicense
any part of the Website or Content; or in any way exploit any part
of the Website or Content. In addition, except as provided in this
Terms of Sale or otherwise expressly authorized by us in writing,
you are strictly prohibited from modifying Content; creating,
distributing or advertising an index of any significant portion of
the Content; or otherwise creating derivative works or materials
that otherwise are derived from or based in any way on the Content,
including mash-ups and similar videos, montages, translations,
desktop themes, fonts, icons, wallpaper, greeting cards, and
merchandise. This prohibition from creating derivative works is
applicable even if you intend to give away the derivative material
free of charge.
20.3. Copyright
The copyright in all materials provided on the Website is owned by
Improve Mind or its affiliate(s). Except as stated herein, none of
the material contained in the Website may be copied, reproduced,
distributed, republished, downloaded, displayed, posted or
transmitted in any form or by any means, including, but not limited
to, electronic, mechanical, photocopying, recording or otherwise,
without the prior written consent of Improve Mind. Permission is
hereby granted to view, copy, print and download the materials on
the Website for personal, noncommercial use only, provided such
materials are used solely for informational purposes, and all
copies, or portions thereof, include this copyright notice. Improve
Mind may revoke any of the foregoing rights at any time. You may
not, without Improve Mind’s prior written consent, "mirror" any
material contained on the Website on any other server. Upon
termination of any rights extended hereunder, you must immediately
destroy any downloaded and printed materials obtained from any
Website. Any unauthorized use of any material contained on the
Website may violate copyright laws, trademark laws, the laws of
privacy and publicity, and communications regulations and
statutes.
20.4. Trademarks
The trademarks, service marks and logos ("Trademarks") used and
displayed on the Website are registered or unregistered Trademarks
of Improve Mind. Nothing on the Website shall be construed as
granting, by implication, estoppel or otherwise any license or right
to use any Trademark displayed on the Website without the prior
written consent of the Trademark owner. The name of Improve Mind or
any Trademark may not be used in any way including in any
advertising or publicity pertaining to distribution of materials on
the Website without the prior written consent of Improve Mind.
Improve Mind prohibits the use of any Improve Mind logo and
Trademark as a "hot" link to any web site unless establishment of
such link is approved in advance by Improve Mind in writing.
21. ELECTRONIC COMMUNICATIONS
You agree that we may communicate electronically with you and that
such communications, as well as notices, disclosures, agreements,
and other communications that we provide to you electronically, are
equivalent to communications in writing and shall have the same
force and effect as if they were in writing and signed by the party
sending the communication.
22. ASSIGNMENT
You may not assign any of your rights under these Terms, and any
such attempt will be null and void. Improve Mind and its affiliates
may, in their individual discretion, transfer, without further
consent or notification, all contractual rights and obligations
pursuant to these Terms if some or all of Improve Mind’s business is
transferred to another entity by way of merger, sale of its assets
or otherwise.
23. NO WAIVER
No waiver by Improve Mind of any term or condition set forth in
these Terms shall be deemed a further or continuing waiver of such
term or condition or a waiver of any other term or condition, and
any failure by Improve Mind to assert a right or provision under
these Terms shall not constitute a waiver of such right or
provision.
24. SEVERABILITY
In the event that any provision of these Terms is determined
to be unlawful, void or unenforceable, such provision shall
nonetheless be enforceable to the fullest extent permitted by
applicable law, and the unenforceable portion shall be deemed to be
severed from these Terms. Such determination shall not affect the
validity and enforceability of any other remaining provisions.
25. TERMINATION
In the event that we terminate this Agreement, Sections 2-5, 13-17,
19-26, as well as any representations, warranties, and other
obligations made or taken by you, shall survive the termination of
this Agreement.
26. ENTIRE AGREEMENT
These Terms, the Agreement, and any policies or operating rules
posted by us on the Website or in respect to the Website constitute
the entire agreement and understanding between you and Improve Mind,
and supersedes and replaces any prior or contemporaneous agreements.
Any ambiguities in the interpretation of these Terms or the
Agreement shall not be construed against the drafting party.
27. QUESTIONS OR ADDITIONAL INFORMATION
Please contact Customer Support if you have any questions
concerning your purchase. Additional information can be located on
the FAQ page of our Website.
Improve Mind
Email: support@improvemind.com
FOR CORRESPONDENCE ONLY:
Address: 3500 S DUPONT HWY DOVER, DE
19901