Equii TERMS OF SERVICE

Last Updated: December 19, 2022

Hello and welcome to the Cella Farms, Inc. (“Equii”, “we”, “us” or “our”) website located at equii.com (our “Website”)!  We are a food technology company founded by industry veteran scientists and chefs with a mission to provide delicious and sustainable nutrition in everyday meals.   We endeavor to use the highest quality, sustainable sourced non-GMO proteins and food ingredients to deliver bread that tastes delicious with powerful nutrition.

Please read these Terms of Service (these “Terms”) carefully.  These Terms create a legal agreement between you (“you” or “your”) and Equii establishing the terms and conditions under which you may access and use any software or services that we make available to you on our Website and related applications, including the Equii Store and any mobile application that we may from time to time make available (our “Platform”), as well as any offline services that we may from time to time provide to you, including any Products that we may sell to you in person (collectively, our “Services”).  Any terms used but not defined herein shall have the meanings set forth in Section 12 of these Terms.

1. Acceptance of Terms.

• THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND Equii ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN SECTION 11 OF THESE TERMS.
• IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OUR PLATFORM OR USE OUR SERVICES. By accessing our platform or using our services, including by VISITING our website or purchasing any Product through the Equii Store, you agree to these Terms. These Terms and our Privacy Policy, which is incorporated herein by reference, form a legally binding agreement between you and Equii.
• BY AGREEING TO THESE TERMS, YOU REPRESENT TO US THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE. Our Services are intended for use solely in the United States of America by residents of such market.  We make no claims that our Services are appropriate for use outside of such market.
• These Terms may have changed since you last accessed our Services. We reserve the right to revise these Terms in our sole discretion at any time and without prior notice to you other than by posting the revised Terms on our Website. Revisions to the Terms are effective upon posting. Your continued use of our Services after a revised version of these Terms has been posted on our Website constitutes your binding acceptance of the revised Terms. These Terms will identify the most recent date of revision.

2.              Login Credentials; Account Information; Communications.

• Login Credentials. In order to use our Services, you may be required to create an account (an “Account”). We may ask you to create a username and password or we may permit you to login through a third party application (your username and password for us or such third party application, your “Login Credentials”). You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for any activity that occurs on your Account, including with respect to any financial obligation.  You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission. We are not responsible for any loss or damage caused directly or indirectly by your failure to safeguard your Login Credentials.
• Account Information. During registration for your Account, we may require you to provide certain information, such as your name, email address, physical address, phone number or payment account information (any such information, your “Account Information”). You represent, warrant and covenant to us that your Account Information is accurate.  You are responsible for ensuring that your Account Information remains up to date. We may contact you to verify your Account Information and may require you to provide additional information for purposes of fraud prevention or verifying your Account Information. We may suspend you from our Services if you do not provide such information in a timely period and to our reasonable satisfaction.
• Acknowledgement for You to Receive Communications. You hereby agree: (i) to receive communications, including emails, text messages, push notifications, mail, and telephone calls, that are related to our Services; (ii) that any communications from us may also include marketing materials from us or from third parties; and (iii) that any notices, agreements, disclosures, or other communications that we send to you electronically are deemed to satisfy any legal communication requirements. You may opt-out of receiving our communications by emailing info@equii.com or selecting to unsubscribe as may be provided in the applicable communication. In addition, if you have an Account we may allow you to opt-in to receive certain communications related to your Account activity. You may choose to opt-out of such communications at any time through your Account.

3.              Our Services; Fees.

• Product Purchases. Subject to the terms and conditions hereof, you may purchase products from us in our online store available through our Website and operated through Shopify, Inc. or such other third party service provider as we may from time to time use (the “Equii Store” and such products, our “Products”).  All Products, prices and specifications described on our Platform are subject to change at any time without notice.  We may send you an order confirmation notice to the e-mail address you provide to us upon submission of your order to purchase.   You acknowledge that the information on our Platform regarding our Products have not been evaluated by the United States Food and Drug Administration.
  1. Order Acceptance and Cancellation. You agree that your order to purchase our Products in the Equii Store is an offer to buy, under these Terms, all products and services listed in your order.  All orders must be accepted by us or we will not be obligated to sell the products or services to you.  We may choose not to accept orders at our sole discretion, even if and after we send you an order confirmation email with your order number and details of the items you have ordered.

 

1. Prices. Prices posted on our Platform may be different than prices we may offer from time to time at other retailers.  All prices, discounts and promotions posted on our Platform are subject to change without notice.  The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email.  Posted prices may not include taxes or charges for shipping or handling.  All such taxes and charges may be added to your merchandise total and may be itemized in your shopping card and order confirmation notice.

 

• Billing and Payment Policy. When you purchase a Product and make a payment over our Platform (a “Transaction”), you expressly authorize us or our third-party payment processor to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification, as well as information that may be needed to verify your identity (collectively, “Payment Information”). When you initiate a Transaction, you authorize us to provide your Payment Information to third parties to complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus applicable taxes and fees). Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. You represent and warrant to us that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including any shipping and handling fees and applicable taxes, regardless of the amount quoted on our Services at the time of your order.

 

1. Shipments and Delivery. Products will be shipped to the address you designate as the shipping address during the order process. Shipping restrictions apply, as more fully described on the “FAQ” page of our Website. You will pay all shipping and handling fees specified during the order process. We will not be liable for packages refused or held for delivery. Refunds will not be issued for any order that is refused or abandoned by the intended recipient or orders that cannot be delivered due to an address error. Title and risk of loss pass to you upon our transfer of the Products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities, terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

 

1. Refunds and Returns. For food safety reasons, we cannot accept returns of Products.  We have no obligation to provide refunds, but may grant them in certain circumstances in our sole discretion. In no event will Equii’s payment or compensation to you, regardless of amount, evidence assumption of liability by Equii or its affiliates of any negligence or claim or future claim that may be brought in connection with the refunded Product or any other Product.

 

1. No Resale. You agree that all Product purchases must be only for your personal use, and not for resale.  We may cancel any Product order if we, in our sole discretion, believe that the Products subject to such order may be being purchased for any purpose other than personal use.

• Subscribe-and-Save Program. We may, in our sole discretion, offer a subscribe-and-save program through which you may subscribe to purchase Products in the Equii Store on a periodic basis in exchange for certain discounts or other offers as determined and communicated by us in our sole discretion (the “Subscribe-and-Save Program”).  We reserve the right to terminate the Subscribe-and-Save Program at any time, upon electronic notice to you at the email address you provided to us.  You will be required to create an Account to use the Subscribe-and-Save Program. 
• Offer Codes. From time to time, we may offer promotional or offer codes that are redeemable towards a purchase of Products in the Equii Store, subject to expiration dates, minimum purchase orders, Product exclusions and such other restrictions as may be determined and communicated by us in our sole discretion (“Offer Codes”).  Only valid Offer Codes provided by Equii will be honored.  Each Offer Code offered by Equii (i) is non-transferable, (ii) is non-retroactive, (iii) is valid for one single purchase on the Equii Store and (iv) cannot be redeemed for cash or any cash equivalent.  Offer Codes cannot be used towards purchase of non-Equii branded merchandise, taxes or shipping fees.  We are not responsible for any unauthorized use of Offer Codes.  The monetary value of the Offer Code will not be refunded or credited back if the Product purchased using the Offer Code is returned. Offer Codes are void if copied, transferred, sold, exchanged, or expired, and where prohibited.  Equii may engage spokespeople, influencers or other individuals or entities who have been compensated or incentivized to speak on behalf of our brand.  If you receive an Offer Code from a third-party source, note that such individual may have been compensated by Equii for such individual’s statements.
• Referral Program. We may provide you referral credits, which may entitle you to promotional discounts, free products or other benefits as determined in our sole discretion (“Referral Credits”) when you invite other Users to make a qualifying order on the Equii Store (“Credit-Eligible Orders”) using your applicable referral code (the “Referral Program”).  Referral Credits may be awarded to you when such Users make their first such purchase using the referral code we provide to you. Referral Credits are loyalty or promotional discounts and do not constitute an account, a payment instrument or other property owned by any User. Referral codes are granted in our sole discretion and are void where prohibited. Any person that receives credits, coupons, prizes or other benefits from us by posting to coupon sites, comment sections on third-party sites, using multiple user accounts or email addresses, using false names, impersonating others or through the use of any other fraudulent or misleading conduct as determined by us, shall forfeit any such credits, coupons, prizes or benefits, and may be liable for civil and/or criminal penalties under applicable law. We reserve the right to deactivate your referral code or cancel the Referral Program at any time in our sole discretion. Any unclaimed referral rewards will be forfeited at that time. Any distribution of your referral code that could constitute unsolicited commercial email or "spam" under any applicable law or regulation is expressly prohibited and will be grounds for your immediate exclusion from the Referral Program.
• Referrals. We may engage distributors or other individuals or entities who may have been compensated or incentivized to speak on our behalf and/or refer you to our Platform.  If you receive a referral from a third-party source, note that such individual or entity may have been compensated by us for his or her statements.

4.              Modifying and Terminating Service.

• Modification of Services. We may change or update our Services at any time and for any reason. For instance, we may add or remove features including making free Services paid Services and vice versa. We will endeavor to give you advance notice about any material changes.  However, you understand and agree that we may modify our Services at any time without prior notice to you.
• Suspension of Services. We may suspend or discontinue our Services in whole or in part at any time and for any reason without notice to you. Our Services may periodically become unavailable due to maintenance or malfunction of computer equipment or other reasons. In order to use our Services, you must have a computer with Internet access that can access our Website or a compatible mobile device enabled with any mobile application we may provide. You are solely responsible for procuring any hardware, software or other materials that are required or recommended for your use of our Services.
• Termination by Us. We may terminate your access to our Services, in our sole discretion, at any time and for any reason. If you have provided us with your email address, we may provide electronic notice of such termination to you at such email address. You agree that we are not liable to you or any third party for any termination of your access to our Services.
• Termination by You. You may terminate these Terms at any time by ceasing to use our Services and, if applicable, by closing your Account. If you have an Account, we may provide instructions on our Platform for how to close your Account. Please follow such instructions to close your Account.
• When using our Services, your telecommunications carrier’s normal rates and charges apply. Unless otherwise set forth in these Terms, we are not responsible for any charges you incur from your telecommunications carrier or otherwise as a result of your use of our Services. You are responsible for ensuring that, at all times while using our Services, you are not in violation of any agreement with your telecommunications carrier.
• Survival of Terms. The following Sections of these Terms and any accrued obligations will survive any termination of these Terms: 4, 5, 6, 7, 8, 9, 10, 11 and any related definitions.
• Unsolicited Feedback. Your sole remedy if you are dissatisfied with our Services or these Terms is that you may discontinue your use of our Services.  However, if you would like to provide feedback or suggestions regarding our Services or these Terms (collectively, “Feedback”), you may in your discretion contact us at info@equii.com.  We do not guarantee that any modification will be made to our Services or these Terms based on your Feedback.  In no event will any modification to our Services or these Terms following receipt of your Feedback evidence assumption of liability by Equii of any claim or future claim that may be brought in connection with such Services or Terms.

5.              Intellectual Property; Licenses; Content; Individual Data.

• Content, Individual Data, Suggestions.

1. Our Content. Subject to these Terms and any other written agreement signed by you and us, we hereby grant you a limited, personal, non-transferable, non-exclusive, non-sublicensable, revocable license to access and use Content that we make available through our Services, solely for your personal and non-commercial use, and subject to any restrictions on certain types of Content set forth in these Terms. You understand that any Content available through our Services is used by you at your own risk. You acknowledge and agree that any information on our Platform regarding our Products has not been evaluated by the Food and Drug Administration. 
2. Changes to Content. We reserve the right to make changes to any Content or descriptions of our Services or Products without obligation to issue any notice of such changes.

• Rights in User Content Granted by You. You hereby grant to us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty free, fully paid up license to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, publicly display, and otherwise use your User Content, and you understand that we may allow any third party to use your User Content as well.

1. Your Responsibility for User Content. You are solely responsible for all of your User Content. You represent and warrant that you own your User Content or, alternatively, have all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use or provision of your User Content to be made available through our Services, nor any use of your User Content by Equii on or through our Services, will infringe, misappropriate, or violate any third party’s intellectual property rights, or any rights of publicity or privacy, or will result in the violation of any applicable law or regulation.
2. Individual Data. As between us and you, you will own your Individual Data. You hereby grant us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty free, fully paid up license to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, publicly display, and otherwise use any Individual Data, and you understand that we may allow any third party to use such Individual Data.
3. Unsolicited Feedback. If you send us any Feedback as contemplated under Section 4(g) of these Terms, you represent, warrant and agree that: (1) your Feedback becomes our property and you are not owed any compensation in exchange; (2) your Feedback does not contain confidential or proprietary information of any third party; (3) we may use or redistribute your Feedback for any purpose and in any way; (4) there is no obligation for us to review your Feedback; and (5) we have no obligation to keep any Feedback confidential.

• Applications; License to Use.

1. License to Use. Subject to these Terms and any written agreement signed by you and us, we grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use any application we may offer on a compatible mobile device for your personal, non-commercial use of our Platform, in each case, solely in the manner enabled by us.
2. Limitations; Revocation. Your license to use our Services is automatically revoked if you violate these Terms. We may upgrade our Services or make improvements to our Services. You agree that these Terms will apply to all such upgrades or improvements. The foregoing license grant is not a sale of any mobile application we may provide or the Website or a sale of a copy of any such application or our Website, and we retain all rights and interest in our Services. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.

• No Implied Licenses. Nothing contained on our Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or any Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the written permission of the third party that owns the applicable trademark, copyright or other material displayed on our Platform.
• Copyright Infringement; DMCA Policy. If you believe that any materials displayed on our Platform infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (i) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the material that you believe to be infringing, including a description of the material, and its location on our Website; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in your claim is accurate; and (vi) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Our agent for copyright issues relating to our Services is Copyright Agent, 1933 Davis Street, Suite 236, San Leandro CA 94577 or info@equii.com. To protect the rights of copyright owners, we reserve the right to delete or disable the content alleged to be infringing and suspend or terminate the Account or other User privileges of any infringing User.
• Privacy Policy. Our Privacy Policy describes the collection, use and disclosure of data by us in connection with our Services. Our Privacy Policy, as may be updated by us from time to time in accordance with its terms, is hereby incorporated into these Terms, and you hereby agree to the collection, use and disclosure practices set forth therein.
• Security. Our Services use the Internet in connection with data transfer and storage of Content and Individual Data. Though we take commercially reasonable security measures, no such security measures are entirely effective and Internet communications have inherent insecurities. We make no representations or warranties regarding the security offered in respect of your use of our Services.

6.              Your Use; Prohibited Conduct.

• As a condition of your use of our Services, you will not use our Services for any purpose that is unlawful or otherwise prohibited by these Terms.  You further agree to comply with any other applicable terms and conditions of use set forth on our Services. We reserve the right, without prior notice to you and in our sole discretion, to terminate your access to our Services if we decide that your use violates these Terms, including for the reasons listed in this Section 6, or for any other reason.
• Prohibited Use; Unauthorized Access. You agree not, and will not permit any person or entity, to: (i) use, or allow the use of, our Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign or other applicable law or rules and regulations of regulatory or administrative organizations; (ii) act in a fraudulent, tortious, malicious or negligent manner when using our Services; (iii) act in any manner that, in our sole discretion, could damage, disable, overburden, impair or interfere with any other party’s use of our Services; (iv) obtain or attempt to obtain any information through any means not intentionally made available through our Services; (v) obtain unauthorized access to any computer system through our Services; (vi) circumvent, remove or otherwise interfere with any security-related features of our Services, features that prevent copying or using any part of our Services or features that enforce limitations on the use of our Services or any Content; (vii) introduce viruses, worms, Trojan horses or harmful code to our Services; or (viii) use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of our Services or any Content. In the event that you gain access to information not intended to be accessed by you, you agree that you will immediately notify us and destroy all copies of such information in your possession.
• Prohibited Content and User Activity. You agree that you will not, and will not authorize or facilitate any attempt by another person or organization to use our Services to, in each case as determined by us in our sole discretion: (i) transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable; (ii) use a name or language that we deem offensive; (iii) post defamatory statements; (iv) post hateful or offensive Content or Content that disparages any ethnic, racial, sexual, gender, religious or other group; (v) post Content that depicts or advocates the use of illegal drugs; (vi) post Content that characterizes violence as acceptable, glamorous or desirable; (vii) post Content which infringes another’s copyright, trademark or trade secret; (viii) post unsolicited advertising or unlawfully promote products or services; (ix) harass, threaten, bully, stalk or intentionally embarrass or cause distress to another person or entity; (x) promote, solicit or participate in any multi-level marketing or pyramid schemes; (xi) exploit children under 18 years of age; (xii) engage in disruptive activity, such as sending multiple messages in an effort to monopolize a forum; (xiii) invade the privacy of any person, including posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age); (xiv) solicit personal information from children under 13 years of age; (xv) create a false identity or impersonate another person or entity; or (xvi) encourage conduct that would constitute a criminal or civil offense. We reserve the right to consider other conduct to be prohibited. You agree not to post any content to any of our social media accounts that is any of items (i)–(xvi) above.
• Intellectual Property Infringement. You agree that the structure, organization, and code used in conjunction with our Services are proprietary to us. You shall not, and shall not permit any person or entity to: (i) use our Services on a service bureau, time sharing or any similar basis, or otherwise for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of our Services or any Content available through the foregoing; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from our Services; or (iv) sell, transfer, publish, disclose, display or otherwise make available our Services including any modifications, enhancements, derivatives and other software and materials provided hereunder by us or copies thereof to others in violation of these Terms. Unless as otherwise set forth by us in writing, you understand and acknowledge that all Content contained on our Services is the property of us and/or our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.

7.              Third Party Service.

• Third Party Service. Our Services may include features or functionalities that interoperate with services operated by third parties, including Shopify, Inc., which may be pursuant to a generally available application programming interface made available by such third party or an agreement that we have with such third party. We have no control over any features or functionalities offered by any third party, and such features or functionalities may be modified, suspended or terminated at any time without notice.
• Third Party Links. Our Platform may contain links to third party sites, which are provided to you as a convenience. We are not responsible for and have no control over the content of any linked third party site. You acknowledge and agree that any third party site linked or otherwise accessed from our Platform is independent from us, and that we do not endorse or accept any responsibility for the content or use of any such third party site.  Use of any third party site is subject to the terms of service and privacy policy of such third party.  We advise that you exercise caution and good judgment when accessing and using any third party sites and services.
• Providers of Third Party Platforms. You hereby acknowledge and agree that all of our licensors, suppliers or other third parties: (i) are not parties to these Terms; (ii) have no obligation whatsoever to furnish any maintenance or support services with respect to Equii; (iii) are not responsible for addressing claims by you or any third party relating to our Services, including any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (iv) have no responsibility to investigate, defend, settle or discharge any claim that our Services or use thereof infringes any third party intellectual property rights.

8.              Limitation of Liability; Disclaimers; Miscellaneous.

1. No Warranty. OUR SERVICES, PRODUCTS AND ALL CONTENT ON OR ACCESSIBLE FROM OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH OUR SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
2. Waiver of Liability. WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. Under no circumstances will we be liable for any loss or damage caused by failed delivery or receipt of Content or any third party’s use or distribution of Content. You hereby acknowledge and agree that Equii merely stores and hosts User Content but does not actively create User Content. Under no circumstances will Equii be liable for any claims that may arise from User Content, including claims for intellectual property infringement.

• Limitation of Liability.
• General. IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF OUR SERVICES, ANY THIRD PARTY PROVIDER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF OUR SERVICES, YOUR CONTACT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON OR IN CONNECTION THEREWITH, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

1. Limitation. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OR INABILITY TO USE OUR SERVICES, CONTENT OR PRODUCTS EXCEED THE AMOUNTS YOU HAVE PAID TO EQUII FOR THE PURCHASE OF PRODUCTS THROUGH OUR PLATFORM, OR ONE DOLLAR ($1) IF YOU HAVE NOT HAD SUCH PAYMENT OBLIGATIONS TO EQUII.
2. Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

• Release. We do not take part in the interaction between or among Users. As a result of our limited involvement in the actual contact between or among Users, in the event that you have a dispute with any User, you hereby release us, and our officers, directors, employees, agents, investors, subsidiaries and contractors from any and all claims, demands or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. We expressly disclaim any liability or claims that may arise between or among Users of our Services. You waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You hereby waive any other similar provision of applicable law that applies to you.
• Indemnification. By using our Services, you hereby agree to indemnify and hold harmless us and our officers, directors, employees, agents, investors, subsidiaries and contractors from any claims, damages, losses, liabilities, and costs and expenses of defense (collectively, “Claims”), including attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with (i) your provision of any Content, (ii) your use of our Services or Products or (iii) any user or other third party’s use of any Content that you submit via our Services. At our option, you agree to defend us from any Claims.
• Waiver of Rights. Equii’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly agent of Equii.
• Minors. Our Services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. If you are a parent or guardian and you discover that your child has created an unauthorized account on our Services, please contact us at info@equii.com and we will remove the account.
• Successors and Assigns; Binding Effect. You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our consent. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees and permitted assigns.
• Independent Contractor Status. We and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of each other.
• Entire Agreement; Amendment; Interpretation. These Terms, including our Privacy Policy, contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting an amended version of these Terms on our Website as contemplated by these Terms. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. Any use of the term “including” in these Terms shall be deemed to mean “including without limitation.” If any part of these Terms is held to be unlawful, void, or unenforceable, such part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions of these Terms.

9.              Jurisdictional Issues. We make no representation that information on our Services is appropriate or available for use outside of the United States of America. Those who choose to access our Services from outside such market do so on their own initiative and at their own risk and are responsible for compliance with applicable local law. By using our Services, you consent to having your Login Credentials and any personal information that you provide to us transferred to and processed in the United States of America subject to the restrictions on such data as provided in our Privacy Policy.

10.           Governing Law; Dispute Resolutions. These Terms and any dispute between you and us shall be governed by the laws of California without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless you and we agree otherwise, in the event that this Section 10 is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the agreement to arbitrate set forth in Section 11(a) or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the County of Alameda except that you or we are permitted (a) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure and if such court is located in the United States of America; (b) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (c) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by applicable law, you and we agree to waive trial by jury in any court proceeding.

11.           Agreement to Arbitrate; Waiver of Class Action.

• Mandatory Arbitration of Disputes; Arbitration Procedures. Except if you opt-out or for disputes relating to your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) or for items (a)–(c) set forth in Section 10 (Governing Law; Dispute Resolutions), you agree that all disputes between you and us (whether or not such dispute involves a third party) arising out of or relating to these Terms, our Services, and/or our Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in the County of Alameda under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and you and we hereby expressly waive trial by jury. You and we shall appoint as sole arbitrator a person mutually agreed by you and us or, if you and we cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms.
• Class Action Waiver. Any claims brought by you or us must be brought in such party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You agree and acknowledge that neither you nor we will participate in a class action or class-wide arbitration for any claims covered by these Terms.  You hereby waive any and all rights to bring any claims related to these Terms and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding.  You may bring claims only on your own behalf.
• Opt-out. You may opt out of the agreement to arbitrate set forth in Section 11(a). If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, your Account, if applicable, to which the opt-out applies and a clear statement that you want to opt out of this Agreement to Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. You must use this address to opt out: Cella Farms, Inc. ATTN: Arbitration Out-Out, 1933 Davis Street, Suite 236, San Leandro CA 94577.
• Effect of Changes on Arbitration. Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the arbitration procedures set forth in Section 12(a) (other than a change to any notice address or Website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate such arbitration procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing such arbitration procedures is posted to our Website, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.
• Survival. In accordance with Section 4 (Modifying and Terminating Service), this Section 11 (Agreement to Arbitrate; Waiver of Class Action) will survive the termination of your relationship with us.

12.           Definitions.  As used in these Terms, the following terms have the respective meanings set forth below.

• “Content” means any text content, notification, email, video, image or audio, or any other content or any combination thereof, in each case, that we make publicly available or which we permit you to access, whether created by us, you or a third party.
• “Individual Data” means any data that relates to any User’s use of our Services.
• “User” means a user of our Services.
• “User Content” means any Content that any User provides to be made available through our Platform.

13.           For Additional Information. If you have any questions about these Terms, please contact us at info@equii.com.