TERMS AND CONDITIONS

(a) Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the products. Third Party Products are not covered by the warranty in Section 12. For the avoidance of doubt, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. 

(b) Who May Use This Warranty? 

This limited warranty extends only to the original consumer who purchased the products from the Site. It does not extend to any subsequent or other owner or transferee of the product or any transferee or other beneficiary of any services provided, if any. 

THIS LIMITED WARRANTY CONTAINED IN THIS SECTION 12 SHALL ONLY APPLY TO TRANSACTIONS BETWEEN US WITH DIRECT CONSUMERS. ANY TRANSACTION BETWEEN US AND ANY BUSINESS SHALL BE GOVERNED BY THE WARRANTY TERMS CONTAINED WITHIN SECTION 13. 

(c) What Does This Warranty Cover?

This limited warranty covers during the Consumer Warranty Period (as defined below) defects in materials and workmanship in products purchased from the Site. 

(d) What Does This Warranty Not Cover?

This limited warranty does not cover any damage due to:

(i) Transportation;

(ii)  Storage;

(iii) Improper use;

(iv) Failure to follow product instructions; 

(v) Modifications;

(vi) Combination or use with any products, materials, processes, systems or other matter not provided or authorized by us; or

(vii) External causes such as accidents, abuse, or other actions or events beyond our reasonable control. 

(e) What is the Period of Coverage?

This limited warranty starts on the date of your purchase and lasts for THIRTY (30) days (the “Consumer Warranty Period”). The Consumer Warranty Period is not extended if we repair or replace a warranted product. We may change the availability of this limited warranty at our discretion, but any changes will not be retroactive. 

(f) What Are Your Remedies Under This Warranty?

With respect to any defective products during the Consumer Warranty Period, we will, in our sole discretion, either: (i) repair or replace such products free of charge, or (ii) refund the purchase price of such products. 

(g) How Do You Obtain Warranty Service?

To obtain warranty service, you must call or email our Customer Service Department during the Consumer Warranty Period to obtain a Return Merchandise Authorization “RMA” number. No Warranty service will be provided without an RMA number. Once an RMA number is obtained, we will send an e-mail to you at the e-mail address provided by you upon your purchase of the products describing the means in which we will honor this Limited Warranty. 

(h) Limitation of Liability.

THE REMEDIES DESCRIBED IN THIS SECTION 12 ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT THAT YOU HAVE PURCHASED THROUGH THE SITE, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT. 

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

(i) What Can You Do if a Dispute Arises with Us?

The informal dispute resolution procedure detailed in Section 16 is available to you if you believe that we have not performed our obligations under this limited warranty or these Terms. 

13. Limited Warranty and Disclaimers for Direct to Business Sales.

(a) We warrant to you, as a business customer or business who resells our Products, that for a period of SEVEN (7) days from the date of shipment (“Business Warranty Period”), the products purchased through the Site will materially conform to our published specifications in effect as of the date of shipment and be free from material defects in material and workmanship.

(b) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 13(a), WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS PURCHASED THROUGH THE SITE BY YOUR BUSINESS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iii)WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(c) Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the products. Third Party Products are not covered by the warranty in Section 13(a). For the avoidance of doubt, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. 

(d) We shall not be liable for a breach of the warranties set forth in Section 13(a) unless: (i) you give written notice of the defective products, as the case may be, reasonably described, to us within FIVE (5) business days of the time when you discover or reasonably should have discovered the defect; (ii) if applicable, we are given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 13(a) to examine such products and you (if we so request) return such products to our place of business at your cost for the examination to take place there; and (iii) we reasonably verify your claim that the products are defective.

(e) We shall not be liable for a breach of the warranty set forth in Section 13(a) if: (i) you make any further use of such products after you give such notice; (ii) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the products; or (iii) you modify, alter or repair such products without our prior written consent.

(f) Subject to Section 13(d) and Section 13(e) above, with respect to any such products during the Business Warranty Period, we shall, in our sole discretion, either: (i) repair or replace such products (or the defective part) or (ii) credit or refund the amounts paid by you for such products provided that, if we so request, you shall, at your expense, return such products to us.

(g) THE REMEDIES SET FORTH IN SECTION 13(f) SHALL BE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 13(a). 

(h) Limitation of Liability.

(i) IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL OR INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

(ii) IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS SOLD THROUGH THE SITE. 

14. Force Majeure. 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, without limitation, acts of God, flood, fire, earthquake, pandemic, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riots 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.

15. Governing Law and Jurisdiction. This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Colorado.

16. Dispute Resolution and Binding Arbitration.

(a) YOU AND WE ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

(b) Mandatory Binding Arbitration.

(i) Any dispute, claim, interpretation, controversy, or issues of public policy arising out of relating to these Terms, including the determination of the scope or applicability of this Section 16, that is arbitrable will be determined exclusively by binding arbitration held in Denver, Colorado, and will be governed exclusively by the Colorado Revised Arbitration Act, §§ 13-22-201, et seq., C.R.S. (the “CRAA”).

(ii) The arbitrator will be selected from the roster of arbitrators at Judicial Arbiter Group, Inc. in Denver, Colorado (“JAG”), unless the parties agree otherwise. If the parties do not agree on the selection of a single arbitrator within ten Business Days after a demand for arbitration has been made, then JAG will select the arbitrator from among its available professionals. An arbitration will be held in Denver, Colorado. Arbitration of all disputes and the outcome of the arbitration will remain confidential between the parties except as necessary to obtain a court judgment on the award or other relief or to engage in collection of the judgment.

(iii) You and we irrevocably submit to the exclusive jurisdiction of the state courts located in Denver, Colorado, with respect to this Section 16 to compel arbitration, to confirm an arbitration award or order, or to handle court functions permitted under the CRAA. The parties irrevocably waive defense of an inconvenient forum to the maintenance of any such action or other proceeding. The parties may seek recognition and enforcement of any Colorado state court judgment confirming an arbitration award or order in any United States state court or any court outside the United States or its territories having jurisdiction with respect to recognition or enforcement of such judgment.

(iv) Prior to resolution or a decision by the arbitrator, each party shall bear its own costs and expenses and an equal share of the arbitrator’s expenses and administrative fees of arbitration. The arbitrator shall award all costs, reasonable attorneys’ fees, and expenses of the arbitration proceeding to the substantially prevailing party, as determined by the arbitrator.

(c) You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR WE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

17. Waiver of the Defense of Illegality. YOU HEREBY AGREE TO WAIVE ANY DEFENSE AGAINST THE ENFORCEMENT OF THIS AGREEMENT BY US ARISING OUT OF THE DOCTRINE OF ILLEGALITY AND/OR ANY PUBLIC POLICY ARGUMENTS SURROUNDING THE SUBJECT MATTER OF THIS AGREEMENT OR ANY PRODUCTS PURCHASED FROM US. 

18. Indemnity. You will indemnify and hold us and our subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (collectively, the “Indemnified Parties”) harmless from any breach of these Terms by you, including any use of Content or Products other than as expressly authorized in these Terms. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, attorney’s fees and expert witness fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.

19. Acknowledgement of Hemp Derived Products. 

(a) By agreeing to these terms and conditions you acknowledge that some of our products, whether consumable or topical, may contain cannabinoids derived from hemp oil. Furthermore, you acknowledge that the FDA has not evaluated the products offered by us, and we make no claims as to any regulatory compliance of our Products, or benefits from the use of our Products. 

(b) Some of the Products available for sale on the Site contain cannabinoids. Cannabinoids and hemp oil are derived from hemp. Hemp is a variety of Cannabis sativa L., which is commonly known as marijuana. Consumption of any hemp product carries a risk of a positive drug test for cannabinoids or other chemical compounds due to trace amounts that may be contained in the Products. If you are concerned about the risk of a positive drug test, contact your employer or testing agency prior to consuming any hemp-derived product. We are not responsible for any claims by you that may arise out of or are related to a failed drug test from the use of our Products by you.

(c) The U.S. Food and Drug Administration (“FDA”) has not evaluated any statements on this site or any materials or products we distribute or sell. Neither the products nor the ingredients in any of the products available on the site have been approved or endorsed by the FDA or any federal regulatory agency. The products on the site are not intended to diagnose, treat, cure or prevent any disease. The information on this site or other materials we may provide to you are designed for educational purposes only and are not intended to be a substitute for informed medical advice or care. This information should not be used to diagnose or treat any health problems or illnesses without consulting a doctor. If you are pregnant, nursing, taking medication, or have a medical condition, we suggest consulting with a physician before using any of our products.

20. Assumption of Risk. By agreeing to these Terms, you acknowledge that there are federal, state, and local laws pertaining to cannabinoids, including hemp-derived products, and these laws vary by jurisdiction. You are responsible for compliance with all the laws of your jurisdiction, and you assume all liability with regard to the purchase, possession, and use of our Products. Any and all claims you may have against us that arise from, or are related to, a civil or criminal enforcement action against you shall be governed by, and subject to, the dispute resolution terms in Section 16 herein. 

21. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 21 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

22. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of ours.

23. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

24. Notices.

(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(b) To Us. To give us notice under these Terms, you must contact us as follows: (i) by personal delivery, overnight courier, or registered or certified mail to WPI Licensing, 2921 W 38^th Ave, #363, Denver, CO 80211. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

25. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

26. Entire Agreement. Our order confirmation, these Terms and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.