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Holistic Industries, Inc.

Terms of Service

Last Updated: December 10th, 2021

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INTRODUCTION

Thank you for shopping with Holistic Industries. As our name suggests, we care about the whole person. We develop, cultivate and retail our products and third-party brand products (so defined below "Third Party Products") through stores ("Retailers") with verified consumers ("Consumers"). This Terms of Service Agreement ("Agreement") between you (hereafter referred to as "You" of "Your") and Holistic Industries, Inc., and its subsidiaries, affiliates and partners (collectively, "Holistic") and sets forth the terms and conditions (the "Terms and Conditions") that govern your use of Holistic's services (the "Services") this website located at HolisticIndustries.com (the "Website") and its associated services and products, and constitutes a legal, binding agreement between you and Holistic.,.

The dispute resolution section of this agreement contains a mutual arbitration agreement and class action waiver that requires you and holistic to resolve disputes with each other on an individual basis through final and binding arbitration. Please review the dispute resolution section of this agreement carefully. By entering into this agreement, you expressly acknowledge that you have read and understand all of the terms of this agreement and have taken time to consider the consequences of this important decision.

Acceptance of Agreement

By using, accessing, or conducting business on the Website, you hereby expressly acknowledge and agree to be bound by the Terms and Conditions. If you do not agree to be bound by the Terms and Conditions, you may not use the Website or the Website.

If you violate the Terms and Conditions, Holistic may, in its sole discretion, suspend, discontinue, or change your account or any aspect of your access to or use of the Services and/or in whole or in part. By continuing to use the Services and the Website, you agree to the Terms and Conditions and any future amendments and additions thereto. as published from time to time through the Website.

Amendments to This Agreement

Holistic may from time to time, in its sole discretion, modify or update this Agreement, or any policies relating to the Services or the Website. Please review this page periodically to ensure you are up-to-date with any changes. Any changes to this Agreement or associated policies will be published through the Website and are effective upon the publishing of said modification or update. If we make material changes to this Agreement, posting a notice on the Website. Continued use of the Services and/or the Website after any such changes shall constitute your acceptance of such changes.

Terminology

For the purposes of this Agreement, the terms "cannabis" and "marijuana" are interchangeable, will be deemed under this Agreement to have the same legal meaning and significance, and do not encompass industrial hemp and products solely derived therefrom.

The Services and the Website

Your use of the Services consists of the Website and the services provided by Holistic and Brands (as defined below). You may access the Services through the Website, or other services through related Brand websites, where use of the websites may include ordering and receiving medical or adult-use cannabis and cannabis accessories that are Holistic's products or another Brand's products. The Services include obtaining such products via on-demand delivery from licensed Retailers ("Delivery Services"). Delivery Services may be provided through an employee or independent contractor of a licensed Retailer ("Driver"). The Services may also include but not be limited to lead generation, logistical support, and customer engagement

Disclaimers & Acknowledgments

You expressly agree and acknowledge that Holistic (i) is a licensed medical or adult-use cannabis Retailer, or cultivator; (iii) that, where delivery services are available, may engage Drivers through Retailers to provide Delivery Services to Consumers; and (iv) does cultivate, manufacture, package, label, test, or sell medical or adult-use cannabis. It is the sole responsibility of the Retailer to offer its services to you in a legal and compliant manner, which are facilitated through its use of the Services. Holistic has no responsibility or liability for any Delivery Services or Drivers provided to you by Retailers.

Acknowledgment of Federal and State Law

Holistic operates under applicable state laws. You expressly acknowledge and understand that marijuana (cannabis) is listed on Schedule I of the United States Controlled Substances Act. Under the federal laws of the United States of America, manufacturing, distributing, dispensing or possession of marijuana is illegal, and individuals are subject to arrest and/or prosecution for doing so. You further acknowledge that medical use is not recognized as a valid defense under federal laws regarding marijuana. You also acknowledge and understand that the interstate transportation of marijuana is a federal offense.

Acknowledgment of the Laws of Your Location

While parts of the Services may be accessed from various locations, the Service is currently available only to Consumers and Retailers located in certain states, cities, counties, municipalities, and jurisdictions, determined at the sole discretion of Holistic ("Service Area"). Holistic currently operates in California, Michigan, Maryland, Massachusetts, Pennsylvania, and the District of Columbia. In using the Services and Website you must determine and comply with the applicable laws of the state, city, county, municipality, or jurisdiction in which you are located. You expressly acknowledge, agree, understand, and assume full responsibility for complying with the laws of your place of location while using the Services and the Website. Holistic reserves the right to determine or change its Service Area in its sole discretion at any time.

Health Information/Product Representations

You expressly acknowledge, agree, and understand that any statements relating to cannabis goods, accessories or any other products available through the Services ("Products") have not been evaluated by the FDA. Neither the Products nor the ingredients in any of the Products have been approved or endorsed by the FDA or any regulatory agency. The Products available through the Services are not intended to diagnose, treat, cure, mitigate, or prevent any medical condition, illness, or disease in humans or animals. The information provided is designed for educational purposes only and is not intended to be a substitute for informed medical advice or care. If you are pregnant, nursing, taking medication, or have a medical condition, we suggest consulting with a physician before using any Products.

Using the Services and the Website

In order to use most aspects of the Services, Consumers and Patients (collectively "Users") must register for and maintain an active personal User account ("Account"). Account registration requires you to submit to Holistic certain information related to you that Holistic collects from you, through your use of the Services, which may be shared with third parties as detailed in the Privacy Policy ("User Data"). To register an Account, you will be required to submit User Data, including personally identifiable information ("PII") such as your name, phone number, email address, date of birth, or government-issued ID (i.e. driver's license, state ID card, passport, medical cannabis card). You grant Holistic permission to collect and maintain your User Data, and to disclose the User Data you provide to third parties for verification purposes and to facilitate your use of the Services as detailed in the Privacy Policy or any other disclosures describing our data collection, use, and sharing practices.

You agree to maintain accurate, complete, and up-to-date information in your Account and that we and others may rely on your information as accurate, current and complete. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired identification on file, may result in your inability to access or use the Service.

You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Holistic in writing, you may only possess one Account.

Your participation in using Services is for your sole, personal use. You agree that you are the sole authorized user of your Account, and you may not assign or otherwise transfer your Account to any other person or entity. Any attempt by another individual to use your Account may result in your inability to use the Service, and/or suspension from the Services. You are responsible for the use of your Account and Holistic expressly disclaims any liability arising from the unauthorized use of your Account. If you suspect unauthorized access of your Account or any other breach of security, you agree to notify us immediately.

Holistic reserves the right, in its sole discretion, to set the requirements for, or to suspend, disable, deny access to, or disallow the registration of your Account for any reason. If you believe your inability to access your Account or the Services has been made in error, please contact our Customer Service team at customerservice@holisticindustries.com . You acknowledge and agree that Holistic shall not be liable to you or any third party for any termination of your access to the Services. The Terms and Conditions shall survive and endure beyond any termination, deletion, or suspension of your Account, or if you cease using the Services.

If you wish to terminate, delete, suspend, or otherwise disable your Account or use of the Services, please contact Customer Service . By registering for an Account, you acknowledge and agree that Holistic must maintain certain User Data, including PII, for business, legal and/or operational purposes, including to prevent account abuse, or as otherwise permitted under applicable law. Any remaining PII not necessary for this task will be deleted from your Account in a reasonable amount of time following the request. For further information on our privacy practices and how we handle your User Data, please review the Privacy Policy.

Age Restrictions

You must be at least 21 years old to use Services to order, receive, or facilitate delivery of adult-use cannabis. By using the Services, you expressly represent and warrant that you are at least 21 years old, are legally entitled to enter into this Agreement, and have the right, authority and capacity to enter into and abide by the Terms and Conditions. Users over the age of 18 but under 21 may, in certain circumstances determined by Holistic, be permitted to order medical cannabis with a valid doctor's recommendation pursuant to the laws of your jurisdiction. You acknowledge that Holistic reserves the right to determine a minimum age for any User or Service Area in its sole discretion ("Qualifying Age"). You agree that if you are not of Qualifying Age while located in any Service Area, you are prohibited from using, and will not attempt to use, the Services.

Holistic Communications

By entering into this Agreement or using Services or Website, you expressly consent and agree to accept and receive communications from Holistic and/or Retailers (including Drivers) that you transact with, including via email, text message, calls, and push notifications to the cellular telephone number you provided to Holistic.

By consenting to being contacted, you understand and agree that you may receive communications (including those generated by automatic telephone dialing systems and/or which will deliver prerecorded messages) sent by or on behalf of Holistic, and/or Retailers, including but not limited to: operational or transactional communications concerning your Account or use of the Services; updates concerning new or existing features of the Services; communications concerning Promotions (defined below) run by Holistic, Retailers or third parties; and news or industry developments concerning Holistic, Retailers, or third parties. Standard text messaging charges applied by your cell phone carrier will apply to text messages you receive.

If you wish to opt out of promotional emails, unsubscribe from holistic's promotional email list by following the unsubscribe options in the promotional email itself, including clicking the unsubscribe link provided at the bottom of the email. If you wish to opt out of push notifications you may do so through your device settings. If you wish to opt out of promotional calls or texts, you may text "Stop" from the mobile device receiving the messages to the phone number you received the message from.

You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using services. If you wish to opt out of all texts or calls from holistic (including operational or transactional texts or calls), please contact our customer service line at 1-833-888-1191. However, you acknowledge that opting out of receiving all texts may impact your use of the services.

Electronic Records & Signatures

You agree that your electronic signature on this Agreement is the legal equivalent of your manual or paper signature. You consent to receive any communications, records, receipts, notices, agreements, documents, and disclosures provided by Holistic regarding your Account and the Services electronically (collectively, "Electronic Communications"). We may provide these Electronic Communications to you via the Website, email, text message, push notification, chat, customer support, or other electronic communications.

In order to access and retain Electronic Communications, you will need at least the following:

  • A device with an Internet connection
  • A current web browser with cookies enabled
  • A valid email address
  • Storage space to save past Electronic Communications on your device or an installed printer to print Electronic Communications

In order for us to send you Electronic Communications, you must ensure your contact information and email address is true, accurate and complete at all times. You acknowledge and agree Holistic will be deemed to have provided Electronic Communications to you even if your contact information on file is incorrect, out of date, blocked by your service provider, or you are otherwise are unable to receive Electronic Communications. You can update your contact information at any time by logging into your Account and updating your profile settings, or by contacting Customer Service.

You can withdraw your consent to receive Electronic Communications at any time by sending us an email with the subject line "Withdrawing E-Sign Consent" to legal@holisticindustries.com. However, if you withdraw your consent to receive Electronic Communications, Holistic reserves the right to immediately close your Account as we may be unable to properly facilitate your legal use of the Services, including the Website.

Charges, Billing, & Refunds

You understand and acknowledge that you may incur fees or charges from Holistic, Retailers, or other third parties in connection with the goods and services purchased or facilitated through the Services ("Charges"). All Charges will be identified in your cart prior to or during checkout, and in your receipt. Such Charges may include some combination of the following:

  • Retail Price. The "Retail Price" of goods and accessories are displayed with that item on the Holistic or other Brand's website. The displayed Retail Price may include discounts, promotions, and price reductions at the sole discretion of Holistic. At checkout, the combined Retail Price of goods and accessories is the subtotal of an order as shown in your cart.
  • State Taxes. Retailers charge applicable "State Taxes," such as cannabis excise taxes, on sales of goods and accessories based on the state of your location, pursuant to state laws and regulations.
  • Local Taxes. Retailers charge applicable "Local Taxes" on sales of cannabis goods and accessories. Local Taxes may be based on the city, county, municipality, or other jurisdictional location of your delivery address, the Retailer fulfilling your order, or both, pursuant to local laws and regulations.
  • Sales Tax. Retailers charge applicable "Sales Tax" on all sales of goods and accessories. Sales tax may be based on the state, city, county, municipality, or other jurisdictional location of your delivery address, the Retailer fulfilling your order, or both, pursuant to applicable laws and regulations.
  • Other Taxes. You may be charged additional taxes based on applicable laws and regulations. Such taxes may vary depending on the laws and regulations in place at the time of your purchase.
  • Delivery Fee. You may be charged a "Delivery Fee" for each order you place.
  • Cancellation Fee. After placing an order, you may cancel it through the website, but you may be charged a "Cancellation Fee" in certain circumstances. You may also be charged if the Driver completing your order is unable to reach you to complete delivery.
  • Service Fee. In some instances, you may be charged a "Service Fee" for some orders. A description for any applicable Service Fee will be available at checkout.
  • Trust and Safety Fee. In some instances, you may be charged a "Trust and Safety Fee" for some orders. This fee, if applied, is collected to promote the safe and reliable operation of Retailers and their Drivers.
  • Tips. You may elect to "Tip" your Driver in cash or through the Services where available.
  • Other Fees. Additional fees and charges may apply to your orders as determined by Holistic, the Retailers, and/or third parties with whom you transact. The description of any such fees will be available at checkout. Your bank may also charge additional fees.

You may receive Promotions (defined below) or Referral Codes (defined below) that you can apply toward payment of certain Charges. Promotions or Referral Codes are only valid for use with the Services and are not transferable or redeemable for cash except as required by law. Additional restrictions on Promotions or Referral Codes may apply as communicated to you in a relevant promotion.

All Charges are due immediately and are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Services, Holistic's decision to terminate your usage, any disruption to the Services, or any other reason whatsoever. If you are dissatisfied with any of the Products you receive, please contact Customer Service.

A third-party payment processor ("Payment Vendor") may bill your purchase of Products purchased through the Website. Payment Vendor services may require you to visit, enter information into, or create an account with the Payment Vendor's application, website, or services, separate and distinct from the Services. By entering your payment, banking, or other billing information, you authorize Holistic to send that information to or through the applicable Payment Vendor to charge your form of payment. The processing of payments, authorizations, holds, credits, and refunds will be subject to the terms and conditions and privacy policy of the Payment Vendor. If you do not wish you utilize the services of a Payment Vendor, you may pay for Products in cash.

Third-Party Providers

During your use of the Website and Services, you may be directed to and purchase goods and/or services from, correspond with, participate in the promotions of, or otherwise utilize third parties facilitating their business through the Website, hyperlinked through the Website, or otherwise connected through the Website , including without limitation, (i) Retailers; (ii) manufacturers, cultivators, distributors, microbusinesses, or licensors who sell Products to, through and/or as Retailers ("Brands"); (iii) advertisers, business partners, or affiliates; (iv) Payment Vendors; and (v) the respective employees of each of the preceding ("Third-Party Providers"). You agree and acknowledge that Holistic is not a party to any transaction you enter into with any Third-Party Provider, unless otherwise indicated in this Agreement. Any such activity, and any terms, conditions, warranties, or representations associated with such activity is solely between you and the applicable Third-Party Provider. Holistic and its licensors shall have no liability, obligation or responsibility for any such purchase, correspondence, promotion, or transaction between you and any Third-Party Provider. In no event shall Holistic or its licensors be responsible for any content, products, services, or other materials on or available from Third-Party Providers.

Holistic does not endorse any Third-Party Providers or Brands or their advertisements, links, promotions, or websites linked through the Website, and in no event shall Holistic or its licensors be responsible for any content, products, services or other materials on or available from such sites or Third-Party Providers. Certain Third-Party Providers may require you to agree to additional or different terms and conditions prior to your use of or access to their goods and/or services. Holistic disclaims any and all responsibility or liability arising from such agreements between you and the Third-Party Providers.

Product Descriptions

Holistic attempts to be as accurate as possible in Product descriptions or images for Products available through the Website. However, Holistic does not warrant that Product descriptions, images, or other Content (defined below) available on the Third-Party Provider's websites are accurate, complete, reliable, current, or error-free. You acknowledge and agree that Amounts (defined below) in Product descriptions on the Website are averages or estimates, and that Amounts may vary for individual items, packages, or orders that you receive. Amounts on the Website may include without limitation the level (by weight, mass, volume, or percentage) of THC, CBD, other cannabinoids, and terpenes in a Product, the total weight, mass, or volume of a Product, the size, number of individual items, or servings, in a Product, and any other unit of measurement related to a Product.

Promotions

Holistic may, in its sole discretion, make available certain promotions or offers, which may at times be redeemed by entering promotional codes, that may confer discounts, price reductions, features, benefits, related to the Services, subject to any additional terms that Holistic establishes ("Promotions"). Promotions may be offered by Holistic, Retailers, Brands, or other Third-Party Providers on the Website. Each Promotion is a limited time offer and is valid only for the time specified therein. Unless otherwise specified on the Promotion itself, you may only use one Promotion per Account, per day.

Each Promotion (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, resold or transferred in any manner, made available to the general public (whether posted to a public form or otherwise) or combined with any other offers unless otherwise permitted by Holistic; (iii) may only apply to qualifying items and may require a minimum dollar order purchase; (iv) may be modified, disabled, or withdrawn by Holistic at any time for any reason or no reason without liability to Holistic; (v) is not valid for cash or credit, has no monetary value, and cannot be applied after an order is submitted; (vi) may expire prior to your use; and (vii) is void where prohibited by law. If you violate any of the Promotion terms, the Promotion will be invalid.

Holistic, at its sole discretion, reserves the right to issue Promotions with different features, discounts, offers, or deals to any Users or groups of Users determined solely by Holistic. These Promotions, unless made to you, shall have no bearing whatsoever on your use of Holistic, or any Promotions offered to you.

Unless otherwise indicated by Holistic, Promotions do not apply to taxes, fees, or any Charges other than Retail Price. Taxes and fees may apply to the full value of Products subsequently reduced in price by a Promotion.

Mobile Data Fees & Usage

Holistic is not responsible for any fees or usage charges related to your access of the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services or Website from a device. You are solely responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Website and any updates thereto. Holistic does not guarantee that the Services or Website, or any portion thereof, will function on any particular network, hardware, or devices.

PRIVACY & CONFIDENTIALITY

To view the privacy policy for Holistic Industries, click here.

Restricted Activities

With respect to your use of the Services and website, you agree you will not:

  • Impersonate any person or entity
  • Stalk, threaten, or otherwise harass any person
  • Violate any law, statute, rule, permit, ordinance, or regulation
  • Post, email, upload, deploy, send, or otherwise make available ("Transmit") any text, graphics, images, music, software, audio, video, code, files, programs, information or other materials ("Content") that is unlawful, harmful, threatening, abusive, harassing, hateful, violent, pornographic, defamatory, libelous, invasive of another's privacy, harmful to minors in any way, or otherwise offensive
  • Transmit any Content that advertises any illegal service or the sale of any items which are prohibited by the laws of your state of location, or any other jurisdiction of your location
  • Access the Services or Website using unauthorized means, unauthorized applications, or an unauthorized device; or Transmit any Content that attempts to gain unauthorized access to Holistic's computer systems, networks, servers, software, hardware, telecommunications equipment, or any other internal or external Holistic infrastructure (the "Holistic Network")
  • Interfere with, disrupt, diminish the quality or performance of, or impair the functionality of the Services or the Holistic Network, or Transmit any Content designed to do the same
  • Surreptitiously intercept or expropriate any system, data, personal information, or any portion of the Holistic Network or the Services or Website
  • Use the Services or Website in any way that infringes Holistic's or a third party's rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy
  • Modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Services or Website or the Holistic Network
  • Rent lease, lend, sell, redistribute, license or sublicense the Services or Website or access to any portion of the Services
  • Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, crawl, scrape, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Services, Website or its contents
  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Services and Website
  • "Frame" or "mirror" any part of the Services or Website without Holistic's prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose
  • Use the Services or Website to design or develop a competitive or substantially similar product or service
  • Use the Services or Website to copy or extract any features, functionality, or Content
  • Transfer or sell your Account, password, username, or identification to any other party
  • Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation

Limited License

Subject to your compliance with the Terms and Conditions, Holistic hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services and Website only as permitted by its functionality. This license permits you to access the Website from a computer that you own or control and to access the Services and Website solely for your own personal, non-commercial use. Holistic may terminate this license at any time for any reason or no reason.

You will not use, copy, adapt, modify, prepare derivative works based upon, reverse engineer, decompile, disassemble, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, Website, Content, or Confidential Information, except as expressly permitted in this Agreement. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Holistic or its licensors, except for the licenses and rights expressly granted in this Agreement.

Intellectual Property Ownership

Holistic (and its licensors where applicable) owns all intellectual property rights in and related to the Services and Website absolutely and in their entirety. You acknowledge that any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you relating to the Services and Website are non-confidential and shall become the sole property of Holistic. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services or Website, or any intellectual property rights owned by Holistic. Any trademarks, logos, service marks, company or product names displayed through the Services and Website are trademarks of Holistic or third parties, and no right or license is granted to use them.

Other than as specifically permitted by Holistic, you are not permitted to use or reference in any manner Holistic's, Brands and Retailers, or any of their licensors' company names, logos, product and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the "Holistic Marks and Names") for any commercial purposes.

You agree that you will not: (i) try to register or otherwise use and/or claim ownership in any of the Holistic Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services; (ii) take any other action that would jeopardize or impair Holistic's rights as owner of the Holistic Marks and Names or the legality and/or enforceability of the Holistic Marks and Names, including, challenging or opposing Holistic's ownership in the Holistic Marks and Names; or (iii) use the Holistic Marks or Names on or in connection with any product, service, or activity that is in violation of any law, statute, government regulation or standard. Violation of this license may result in immediate termination of your license, at the sole discretion of Holistic.

Dispute Resolution-mandatory Arbitration.

Read this provision carefully as it will have a substantial impact on how legal claims you and we have against each other will be resolved.

Except as expressly provided herein, any controversy, dispute or claim ("Claim") arising out of or relating to this agreement, including but not limited to the services, website, retailers, brands and third party provider your account, and/or the relationships of the parties hereto shall be resolved or otherwise settled by binding arbitration administered by the american arbitration association ("Aaa"), under the aaa consumer rules in effect at the time the claim is filed. Such arbitration shall be resolved under the laws of the state of delaware.

The arbitrator's decision shall be final, binding and non-appealable. Any judgment upon the award may be entered and enforced in any court having jurisdiction. This clause is made pursuant to a transaction involving interstate commerce and shall be governed by the federal arbitration act. The arbitrator shall determine the prevailing party, and the costs and expenses of the arbitration proceeding, including the arbi-trator's fees, shall be borne by the non-prevailing party, unless otherwise required by law. This mandatory arbitration provision shall survive the closing of your account, termination of the services, and the termination of this agreement. No provision of this agreement, any other agreement between the parties, nor the exercise of any right under this agreement, shall waive the arbitration requirement.

The parties understand that they would have had the right to litigate through a court and to have a judge or jury decide their case. However, they understand and choose to have any claims decided through an arbitration. If the parties pursuant to an exception expressly provided herein proceed to litigation, the parties expressly agree to waive the right to trial by jury.

Class Action Waiver.

Any claim against the credit union must be brought in the respective party's individual capacity and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiffs or similar proceeding ("Class action"). The parties expressly waive any ability to maintain a class action in any forum, including arbitration. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any class action, nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this class action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties agree that the court with exclusive jurisdiction shall be governed by the laws of the state of delaware without regard to its conflict of law provisions. In the event that either you or holistic commence a court action, any such action shall be brought exclusively in the state or federal courts located within the state of delaware, and you and holistic both submit to personal jurisdiction there.The parties understand that they would have had the right to be a party to a class or representative action. However, they understand and choose to have any claims decided individu┬Čally through an arbitration.

Miscellaneous

Indemnification

By entering into this Agreement and using the Services and Website, you agree to defend, indemnify and hold Holistic, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) your violation or breach of the Terms and Conditions, the Services, Website, or any applicable law or regulation, whether or not referenced herein; (ii) your violation of any rights of any third party, including Retailers, Brands, or other Third-Party Providers; (iii) your use or misuse of the Services or Products available therein.

Disclaimer of Warranties

Holistic makes no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the services or the website. Holistic does not represent or warrant that: (a) the use of the website will be uninterrupted or error-free or operate in combination with any other hardware, application, system or data, (b) the website or services will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the website will meet your requirements or expectations, (e) errors or defects in the website will be corrected, or (f) the website or aspects thereof are free of viruses or other harmful components. The services and website are provided to you strictly on an "As is" basis. 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 non-infringement of third-party rights, are hereby disclaimed to the maximum extent permitted by applicable law by holistic. Holistic makes no representation, warranty, or guaranty as to the reliability, safety, timeliness, quality, suitability or availability of any services, products or goods obtained by third parties through the use of the website. You acknowledge and agree that the entire risk arising out of your use of the services and website, and any third-party services or products remains solely with you, to the maximum extent permitted by law.

Limitation of Liability

In no event shall holistic, including its licensors, affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (collectively "Holistic" for purposes of this section), be liable to you or anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including, without limitation, personal injury, loss of data, revenue, profits, use or other economic advantage). Holistic shall not be liable for any loss, damage or injury which may be incurred by you, including but not limited to loss, damage, or injury arising out of, or in any way connected with, the services or website, including but not limited to the use or inability to use the services or website, any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser, retailer, brand, sponsor, or other third-party provider whose advertising appears on the website or is referred through the website, even if holistic has been previously advised of the possibility of such damages.

Notice

Holistic may give notice by means of a general notice on the Website, email, telephone, text message or by written communication sent by first class mail or pre-paid post to your address on record in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Holistic (such notice shall be deemed given when received by Holistic) at any time by sending an email to: legal@holisticindustries.com. Please specify the reason for the email in the subject line so it can be forwarded to the proper department.

Assignment

This Agreement may not be assigned by you but may be assigned without your consent by Holistic to: (i) a parent or subsidiary; (ii) an acquirer of assets; (iii) a successor by merger; or (iv) any third party that assumes Holistic's rights and obligations under this Agreement. Any purported assignment in violation of this section shall be void.

Statute of Limitations

You and Holistic agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, Website or the Terms and Conditions must be filed within one (1) year after such claim or cause of action arose. Otherwise such claim or cause of action is permanently barred.

General

No joint venture, partnership, employment, or agency relationship exists between you, Holistic, or any third party as a result of this Agreement or use of the Services and/or Website. If any provision of the Agreement is held to be invalid or unenforceable, you and Holistic agree that such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of Holistic to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Holistic in writing.

This Agreement constitutes the entire agreement between you and Holistic and governs your use of the Services and Website, superseding any prior agreements between you and Holistic. This Agreement and the relationship between you and Holistic shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions. The section titles or headings in this Agreement are for convenience only and have no legal or contractual effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in any Arbitration commenced under this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in the normal course of business.