The website located at www.theheavygrass.com (the “Site”) is owned and operated by Heavy Brands, Inc., a California corporation (“Heavy Brands”, “Us”, “Our”,and “We”). Heavy Brands provides certain services on and in connection with the Site, which include, without limitation, content created for entertainment and informational purposes, reviews and ratings, and offers of products for sale (collectively, with all other services provided through the Site, the “Services”). Certain features of the Services or Site may be subject to additional guidelines, terms, or rules, which will be posted on the Service or Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement.
1. IMPORTANT DISCLAIMER. ALL INFORMATION CONTAINED ON THE SITE AND SERVICES IS SOLELY FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY. HEAVY BRANDS IS AN INTERNET SERVICE PROVIDER AND DOES NOT ENDORSE, AND IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF, ANY OPINION, ADVICE, OR STATEMENT MADE ON THE SITE OR SERVICES. HEAVY BRANDS IS NOT RESPONSIBLE FOR THE INFORMATION POSTED ON THE SITE OR SERVICES OR ANY INFORMATION OR REVIEWS POSTED BY OTHER USERS. HEAVY BRANDS IS NOT RESPONSIBLE FOR YOUR RELATIONSHIP WITH ANY THIRD-PARTY, INCLUDING WITHOUT LIMITATION, ANY RETAIL LOCATION, HEALTH CARE PROVIDER, DISPENSARY, OR OTHER USER OF THE SITE OR SERVICES. HEAVY BRANDS IS NOT OBLIGATED TO SCREEN THIRD PARTIES TO DETERMINE WHETHER THEY ARE QUALIFIED OR AUTHORIZED BY LAW TO PROVIDE THEIR SERVICES OR TO DETERMINE THE ACCURACY OF THE INFORMATION THEY PROVIDE. HEAVY BRANDS DOES NOT OFFER MEDICAL ADVICE. ANY CONTENT ACCESSED THROUGH THE SITE AND SERVICES ARE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO COVER ALL POSSIBLE USES, DIRECTIONS, PRECAUTIONS, OR ADVERSE EFFECTS. THE CONTENT ON THE SITE AND SERVICES SHOULD NOT BE USED FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. PLEASE CONSULT WITH YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER IF YOU HAVE ANY QUESTIONS ABOUT A MEDICAL CONDITION. THE FOREGOING DISCLAIMER SHALL NOT LIMIT THE MORE GENERAL DISCLAIMERS AND LIMITATIONS ON LIABILITY IN SECTIONS 7 AND 8.
2.1 Ownership. Excluding your User Content (defined below), you acknowledge and agree that the Site and the Services and all content thereon are the copyrighted works of Heavy Brands or its licensors. Excluding your User Content, you acknowledge and agree that the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and Services are owned by Heavy Brands or Heavy Brands’ licensors. The provision of the Site and Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights, except as required to engage in the permitted uses expressly stated in this Agreement. Heavy Brands and its licensors reserve all rights not granted in this Agreement.
2.2 License. Subject to the terms of this Agreement, Heavy Brands grants you a revocable, non-transferable, non-exclusive right and license to access and use the Site and Services for your personal, noncommercial use.
2.3 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without the prior written permission of Heavy Brands. Any future release, update, or other addition to functionality of the Site or Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site or Services’ content must be retained on all copies thereof.
2.4 Modification. Heavy Brands reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that Heavy Brands will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof.
3. USER CONTENT3.1 User Content. “User Content” means any and all information and content that a user posts on, submits or provides to, or uses with, the Site or Services (e.g., content in the user’s profile or postings). Except as expressly provided in this Agreement, User Content will be treated as non-confidential and non-proprietary and may be disseminated by Heavy Brands for any purpose provided herein. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Heavy Brands. Because you alone are responsible for your User Content (and not Heavy Brands), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Heavy Brands is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.
3.2 License. You hereby grant, and you represent and warrant that you have the right to grant, to Heavy Brands, its successors, agents, assigns, and licensees an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely in connection with the Site and Services offered from time to time. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
3.3 Feedback. If you provide Heavy Brands any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby assign to Heavy Brands all rights in the Feedback and agree that Heavy Brands shall have the right to use such Feedback and related information in any manner it deems appropriate. Heavy Brands will treat any Feedback you provide to Heavy Brands as non-confidential and non-proprietary. You agree that you will not submit to Heavy Brands any information or ideas that you consider to be confidential or proprietary.
4. ACCEPTABLE USE POLICY. The following sets forth Heavy Brands’ “Acceptable Use Policy”:
4.1 General Restrictions. You agree not to use the Site, Services, or any of Heavy Brands' social media pages or channels to collect, upload, transmit, display, distribute, or otherwise use any User Content or other information in any manner (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, ordinance, regulation, treaty, injunction, or court order.
4.2 Reviews. You agree not to post reviews on the Site that are not based upon your personal experience or are otherwise designed for any purpose other than providing other users on the site with an accurate description of your personal experience. Reviews based on secondhand, non-personal experience are not allowed. In addition to the other restrictions contained in the Acceptable Use Policy, reviews posted on the Site must not: (a) be written exclusively in capital letters, (b) be plagiarized, (c) contain spam or advertisements, (d) contain personally identifying information about any person, (e) contain overly detailed or sexual descriptions of an individual’s physical appearance, or lewd personal attacks against a specific individual or group of individuals affiliated with the reviewee, (f) contain references to competitors of the reviewee, or (g) contain unrelated personal grievances. If you are an owner, volunteer, or employee of a reviewee, you may not post reviews relating to such reviewee.
4.3 Photos. Image files must exclusively feature the products they illustrate and must not include body parts, messy or cluttered backgrounds, product wrapping, currency, paraphernalia, brand names, or any objects other than the product itself. Image files must be clear and must not be blurry, fuzzy, or contain any flash reflections. Products should be centered in the image file. Image files must contain an accurate depiction of the product they illustrate. Image files cannot contain pornography or other graphic images and must otherwise abide by the guidelines set forth in this Section 4.
4.4 Technological Restrictions. In addition, you agree not to use the Site or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services or violate the regulations, policies or procedures of such networks; (e) attempt to or impersonate another user or Heavy Brands or gain unauthorized access to the Site or Services, other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Site or Services; or (g) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services.
4.5 Monitoring, Suspension, and Termination. We reserve the right (but have no obligation) to review any User Content (including any image files or reviews), investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, and/or reporting you to law enforcement authorities) if we in our sole discretion suspect that you have violated the Acceptable Use Policy or any other provision of this Agreement or otherwise subjected us or any other person to liability, including without limitation, criminal or civil liability.
5. INDEMNITY. You agree to indemnify and hold Heavy Brands (and its directors, officers, employees, consultants, agents, affiliates, successors, and assigns) (collectively, the “Indemnitees”) harmless, from any third party claim, action, or demand, including costs and attorneys’ fees, resulting from or arising out of (i) your use of the Site or Services, (ii) your User Content, (iii) your violation of this Agreement; or (iv) your violation of applicable laws or regulations. Heavy Brands reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Heavy Brands. Heavy Brands will use reasonable efforts to notify you of any such claim, action, demand or proceeding upon becoming aware of it.6. THIRD PARTY SITES & ADS; OTHER USERS; THIRD PARTY GOODS AND SERVICES
6.1 Third Party Sites & Ads. The Site may contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of Heavy Brands, and Heavy Brands is not responsible for any Third Party Sites & Ads. Heavy Brands provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies may apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
6.2 Other Users. Each Site user is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Site or Service users are solely between you and such user. You agree that Heavy Brands will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site or Service user, we are under no obligation to become involved.
6.3 Third Party Goods and Services.
Heavy Brands may receive a commission, fee, and/or other compensation on some purchases made on, through, or linked from the Site or the Service.
Neither Heavy Brands nor any other Indemnitee makes any representations, warranties, or guarantees with respect to any of the goods or services featured, mentioned, described, distributed, given away, rented, sold, or otherwise made available on or through the Site or Service (the “Third Party Goods and Services”). All transactions for Third Party Goods and Services shall be between you and the third party seller, distributor, or manufacturer without any involvement by Heavy Brands or any other Indemnitees. Such third parties may require that you agree to their additional terms, conditions, contracts, agreements, and/or rules.
Heavy Brands makes no representation or warranty regarding any Third Party Goods and Services. Heavy Brands assumes no responsibility for the quality, character, fitness for a particular purpose, specifications, features, functionality, safety, or legality of any Third Party Goods and Services.
You agree that Heavy Brands and the other Indemnitees shall not be responsible for, and shall have no liability to you, with respect to any Third Party Goods and Services, including any illegal, offensive, or illicit items or services.
6.4 Release. You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Site or Service users or Third Party Sites & Ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THE SITE AND SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SITE OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
8. LIMITATION ON LIABILITY
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, INABILITY TO USE, OR PERFORMANCE OF THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) AMOUNTS ACTUALLY RECEIVED FROM YOU BY HEAVY BRANDS IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
9. TERM AND TERMINATION. Subject to this Section, this Agreement will remain in full force and effect while you use the Site or Services. We may (a) suspend your rights to use the Site and/or Services or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of this Agreement. Upon termination of this Agreement, your right to access and use the Site and Services will terminate immediately. You understand that any termination involves deletion of your User Content from our live databases. Heavy Brands will not have any liability whatsoever to you for any termination of this Agreement, including for deletion of your User Content. The following provisions shall survive this Agreement: Sections 1, 2.2-2.4, 3–11.
10. COPYRIGHT POLICY. Heavy Brands respects the intellectual property of others and asks that users of our Site and Services do the same. In connection with our Site and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site and Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site and Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The Designated Copyright Agent for Heavy Brands is:
11.1 No Support or Maintenance. You acknowledge and agree that Heavy Brands will have no obligation to provide you with any support or maintenance in connection with the Site or Services.
11.3 ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE. Except for disputes brought in small claims court, all disputes between you and Heavy Brands arising out of, relating to or in connection with the Site, Services, or this Agreement shall be exclusively settled through binding arbitration pursuant to the then-current rules of ADR Services, Inc. (“ADR”) before a single neutral arbitrator working under the auspices of ADR. The arbitration shall be held in Los Angeles, California. There is no judge or jury in arbitration. YOU AND HEAVY BRANDS AGREE THAT ANY SUCH ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Notwithstanding any provision in these terms to the contrary, if the class-action waiver in the prior sentence is deemed invalid or unenforceable, however, neither you nor we are entitled to arbitration. This arbitration agreement is subject to the Federal Arbitration Act. The arbitrator’s award may be entered in any court of competent jurisdiction. Notwithstanding any provision in these terms to the contrary, we agree that if Heavy Brands makes any future change to this dispute resolution provision, it will not apply to any individual claim(s) that you had already provided notice of to Heavy Brands. Information on ADR and how to start arbitration can be found at www.adrservices.org. If the arbitration in this section provision is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in a court of competent jurisdiction in Los Angeles County, California. You hereby accept the exclusive jurisdiction of such court for this purpose. This Agreement is governed by the laws of the State of California without regard to conflict of law provisions.
1.4 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. No agency, partnership, joint venture, independent contractor, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Heavy Brands’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon and inure to the benefit of permitted assignees.
11.5 Copyright/Trademark Information. Copyright © 2017, Heavy Brands, Inc. All rights reserved. Heavy Brands and the Heavy Brands logo and designs (collectively, the “Marks”) are trademarks of Heavy Brands, Inc. You acknowledge and agree that you are not permitted to use these Marks or any third party marks displayed on the Site or Services without prior written consent from, respectively, Heavy Brands, Inc. or the owners of such third party marks.
11.6 Heavy Brands Contact Information:
Address: P.O. Box 3231, Culver City, CA 90231
4827-3664-7714, v. 3