TERMS OF SERVICE

1. Overview.  The website on which these terms are displayed (the “Website”) is owned and operated by Stinson Bushnell Industries, LLC, d/b/a Burnt Meadow Hemp (the “Company”). Throughout the site, the terms “we”, “us” and “our” refer to the Company. These terms and conditions (“Terms of Service” or “Terms”) set forth the terms and conditions under which you may use the Website and purchase our products (“Products”). The Website offers visitors insight into our company and its mission, as well as access to purchase Products or contact us. By using the Website you represent that you are at least 18 years old. Your use of the Website, including all information, tools and services available from this Website to you, any purchase of Products by you is conditioned upon your acceptance of all terms, conditions, policies and notices stated here. Please read these Terms of Service carefully before accessing or using the Website or purchasing Products. By accessing or using any part of the Website or purchasing our Products, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions contained in these Terms, then you may not access the Website or purchase and Products. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. 

 

2. Applicability. By visiting the  Website or purchasing Products, you engage in our “Service” and agree to be bound by these Terms of Service, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the Website, including users who are browsers, vendors, customers, merchants, and/ or contributors of content. These Terms govern the use of our Website by you and the sale of Products by the Company (or an affiliate as set forth in the Sales Confirmation), to the buyer set forth in the Sales Confirmation (“Buyer”). Notwithstanding anything to the contrary, if a written contract signed by both parties is in existence covering the sale of the Products covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. The accompanying confirmation of sale (“Sales Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, subject to Section 30. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order (“PO”) or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.

 

3.  General Conditions.  We reserve the right to refuse service to anyone for any reason at any time. You understand that your information (not including credit card information) may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. You will not reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use the Service, or access the Service or any contact on the website through which the Service is provided, without express written permission by us. You will not transmit any worms or viruses or any code of a destructive nature. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms. We are not responsible if information made available on the Website is not accurate, complete or current. The material on the Website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. The Website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to the Website. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We will not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service. Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy. We have made every effort to display as accurately as possible the colors and images of our products. We cannot guarantee that your computer monitor's display of any color will be accurate. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, in our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited. Your submission of personal information through the store is governed by our Privacy Policy, which can be found here. 

 

4. Third Party Links.  Certain content, products and services available via our Service may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

 

5.  Errors, Inaccuracies and Omissions. Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

 

6.  User Comments, Feedback, Testimonials and Other Submissions. If, at our request, you send certain specific submissions (for example contest entries or product testimonials) or without a request from us you send creative ideas, suggestions, proposals, testimonials, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us as well as your image, likeliness and other personal characteristics for advertising, promotional, and other business purposes, and that we are the exclusive owner of all rights, including copyright, in the materials created by or on behalf of Company that incorporate any of the foregoing including this website. YOU HEREBY IRREVOCABLY PERMIT, AUTHORIZE, GRANT, AND LICENSE to the Company and its affiliates, successors, and assigns, the rights to display, publicly perform, exhibit, reproduce, record, photograph, digitize, modify, alter, edit, adapt, and otherwise use, and permit others to use my image, likeness, appearance, voice, and other personal characteristics, and all materials created by or on behalf of Company that incorporate any of the foregoing in perpetuity throughout the universe in any medium or format whatsoever now existing or hereafter created, and on any platform and for the promotion Company’s businesses, products and services, without further consent from or royalty, payment, or other compensation to you. You hereby irrevocably transfer, assign, and otherwise convey to us your entire right, title, and interest, if any, in and to the materials created by or on behalf of us and all copyright and other intellectual property rights in the materials arising in any jurisdiction throughout the universe in perpetuity, including all registration, renewal, and reversion rights, and the right to sue to enforce such copyrights against infringers. You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party. We are, and shall be, under no obligation (a) to maintain any comments or testimonials in confidence; (b) to pay compensation for any comments or testimonials; or (c) to respond to any comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

 

7.  Prohibited Uses. In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

 

8.  Delivery; Shipping. Delivery of the Products to Buyer shall be made FOB origin unless otherwise agreed by the parties (the “Delivery Point”) within a reasonable time after the receipt of Buyer’s PO. As such, Buyer is responsible for the costs involved in taking the Products from the Delivery Point. Buyer shall be responsible for all loading costs and provide equipment and labor suited for receipt of the Products at the Delivery Point. Buyer shall take delivery of the Products within 3 days of the Company’s written notice that the Products have been delivered to the Delivery Point. If Buyer fails to accept delivery of any Products within 3 days of the Company’s written notice that the Products have been delivered at the Delivery Point: (i) risk of loss to the Products shall pass to Buyer, (ii) the Products shall be deemed to have been delivered, and (iii) the Company, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses, including, without limitation, storage and insurance. the Company may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment constitutes a separate sale, and Buyer shall pay for the Products shipped whether the shipment is in whole or partial fulfillment of Buyer’s PO.

 

9.  Quantity. The quantity of any installment of Products as recorded by the Company on dispatch from the Company’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. the Company shall not be liable for any non-delivery of Products (even if caused by the Company’s negligence) unless Buyer gives written notice to the Company of the non-delivery within 5 business days of the date when the Products would in the ordinary course of events have been received. Any liability of the Company for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered. If the Company delivers to Buyer, and Buyer takes delivery of, a quantity of Products of up to 2% more than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Products or any portion of them by reason of the surplus and shall pay for such Products the price set forth in the Sales Confirmation, adjusted pro rata.

 

10. Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery of the Products at the Delivery Point. As collateral security for the payment of the purchase price of the Products, Buyer grants to the Company a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, and all related proceeds (including insurance proceeds). The security interest granted under this provision constitutes a purchase money security interest under the Colorado Uniform Commercial Code.

 

11.  Inspection and Rejection of Nonconforming Products. (a) Buyer shall inspect the Products within 5 business days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Products unless it notifies the Company in writing of any Nonconforming Products during the Inspection Period and furnishes written evidence as reasonably required by the Company. “Nonconforming Products” means only the following: either product shipped is different than identified in Buyer’s PO, or product’s label or packaging incorrectly identifies its contents. If Buyer timely notifies the Company of any Nonconforming Products, and the Company agrees that the Products are Nonconforming Products (which shall not be unreasonably withheld), then the Company shall, in its sole discretion, either (i) replace the Nonconforming Products with conforming Products, or (ii) credit or refund the Price of Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Products to the location specified by the Company in writing. If the Company exercises its option to replace Nonconforming Products, the Company shall—after receiving Buyer’s shipment of Nonconforming Products and agreeing that the Products are Nonconforming—ship to Buyer, at Buyer’s expense and risk of loss, replacement Products to the Delivery Point. Buyer acknowledges and agrees that the remedies set forth in this Section are Buyer’s exclusive remedies for delivery of Nonconforming Products. Except as provided under this Section, all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products bought under this Agreement to the Company.

 

12.  Price. Buyer shall buy Products from the Company at the price(s) set forth in the Company’s published price list in force as of the date that the Company accepts Buyer’s PO. Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, the Company’s income, revenues, gross receipts, personnel or real or personal property or other assets.

 

13. Payment Terms. To the extent applicable, invoices are payable within 30 days of receipt. Buyer shall make all payments hereunder by wire transfer, certified check, or automated clearinghouse (ACH) payment, and in US dollars. Buyer shall pay interest on all late payments at the lesser of the rate of 2% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse the Company for all costs incurred in collecting any late payments, including, without limitation, attorney fees. In addition to all other remedies available under these Terms or at law (which the Company does not waive by the exercise of any rights under these Terms), the Company may suspend delivery of any Products if Buyer fails to pay any amounts due to the Company and such failure continues for 3 days after written notice thereof. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with the Company.

 

14. Limited Warranty. (a) the Company warrants to Buyer that for a period of 90 days from the date that a Product is manufactured (“Warranty Period”), that the Products will materially conform to the Company’s published specifications in effect as of the date of manufacture and will be free from material defects in material and workmanship. (b) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 14(a), THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY OR (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; 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 14(a). For the avoidance of doubt, THE COMPANY MAKES 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) The Company shall not be liable for a breach of the warranty set forth in Section 14(a) unless: (i) Buyer gives written notice of the defect, reasonably described, to the Company within 3 days of the time when Buyer discovers or ought to have discovered the defect; (ii) the Company is given a reasonable opportunity after receiving the notice to examine the Products and Buyer (if requested to do so by the Company) returns the Products to the Company’s place of business at the Company’s cost for the examination to take place there; and (iii) the Company reasonably verifies Buyer’s claim that the Products are defective. (e) the Company shall not be liable for a breach of the warranty set forth in Section 14(a) if: (i) Buyer uses the Products after giving notice of breach of such warranty; (ii) the defect arises because Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; or (iii) Buyer alters or repairs the Products without the Company’s prior written consent. (f) Subject to Section 14(d) and Section 14(e), with respect to any such Products during the Warranty Period, the Company shall, in its sole discretion, either: (i) repair or replace the Products (or the defective part) or (ii) credit or refund the price of the Products at the pro rata contract rate; provided that, if the Company so requests, Buyer shall, at the Company’s expense, return the Products to the Company. (g) THE REMEDIES SET FORTH IN SECTION 14(f) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 14(a).

 

15.  Limitation of Liability. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PRODUCTS. (b) IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PRODUCTS EXCEED THE TOTAL AMOUNT PAID TO THE COMPANY BY BUYER FOR THE APPLICABLE PRODUCTS SOLD HEREUNDER.  We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of our Service will be accurate or reliable. You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you. You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all Products and services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall we, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of the Service or any Products, or for any other claim related in any way to your use of the Service or any Product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

 

16.  Compliance with Law. Buyer shall comply with all applicable laws. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, permits, certifications, and credentials necessary to carry out its obligations under and arising from this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Products under this Agreement or any resale of the Products by Buyer. Buyer assumes all responsibility for shipments of Products requiring any government import clearance. the Company may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.

 

17.  Indemnification.  You agree to indemnify, defend and hold us harmless  as well as our subsidiaries, affiliates, partners, officers, members, managers, insurers, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

 

18.  Termination. In addition to any remedies that may be provided under these Terms, the Company may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement and such failure continues for 3 days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

 

19.  Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to Sections 6, 7, 10, 11, 12, 13, 14, 15, 16, 17, 19, 20, 21, 24, 25, 26, 27, 28, 29 and 30.

 

20.  Waiver. No waiver by the Company of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the Company. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

 

21.  Confidential Information. All non-public, confidential or proprietary information of the Company, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by the Company to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing pursuant to this Agreement and may not be disclosed or copied without the Company’s prior written consent. Upon the Company’s request, Buyer shall promptly return all documents and other materials received from the Company. The Company shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

 

22.  Force Majeure. The Company shall not be liable or responsible for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent the failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, pandemic, quarantine, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s 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; provided that, if the event in question continues for a continuous period in excess of 30 days, Buyer shall be entitled to give notice in writing to the Company to terminate this Agreement

 

23.  Assignment. Buyer shall not assign any of its rights or delegate any of its duties without the Company’s written consent.

 

24.  Relationship of the Parties. The relationship between the parties is that of independent contractors. This Agreement shall not be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

 

25.  Buyer’s Conduct. Buyer shall not make any representations, warranties, guarantees, indemnities, similar claims, or other commitments (including, without limitation, any health or medical claims re: any Products) actually, apparently, or ostensibly on behalf of the Company without the Company’s written consent, and Buyer shall not engage in any unfair, disparaging, misleading, or deceptive practices regarding the Products or Buyer.

 

26.  No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

 

27.  Governing Law. This Agreement and all claims or causes of action arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of Colorado without regard to the chosen jurisdiction’s choice-of-law principles. Venue for any action to enforce this Agreement shall reside exclusively in the state or federal courts having jurisdiction in and for Pueblo County, Colorado, United States.

 

28.  Notice. Any notice required or permitted by this Agreement shall be effective if delivered in writing either personally to the party to be notified or deposited in the United States mail, postage prepaid and return receipt requested, addressed to the party at the address set forth in the Sales Confirmation (or to such other address as is specified by the party by like notice)

 

29.  Severability. If any part of this Agreement is held to be unenforceable in a court of law, such provision will be severed, and the remainder of this Agreement will remain in full force and effect.

30.  Amendment. These Terms are subject to the Company’s Terms and Conditions for the Sale of Products set forth on the Website here (as modified from time to time, the “Online Terms”). To the extent the Online Terms differ from these Terms, these Terms shall be deemed amended and restated by the Online Terms, which shall be deemed incorporated herein by this reference. the Company shall send a copy of the Online Terms to Buyer upon request. These Terms may be amended in a writing signed by the parties, or unilaterally by the Company modifying the Online Terms. The Company reserves the right to update, change or replace any part of the Terms by posting updates or changes to the Online Terms. The parties intend to be bound by these Terms as amended in accordance with this Section. 

 

31.  Intellectual Property. Subject to this Agreement, if Buyer is purchasing products wholesale, the Company grants to Buyer a non-exclusive, non-transferable, and non-sublicensable license during the term solely on or in connection with the promotion, advertising, and resale of the Products in accordance with this Agreement to use all the Company’s copyright(s), trademark(s) and service mark(s) approved by the Company in writing, whether registered or unregistered. On expiration or termination of this Agreement, or upon the Company’s request, Buyer shall promptly discontinue the display or use of any copyright, trademark or service mark, or change the manner in which it is displayed or used with regard to the Products. Upon expiration or termination of this Agreement, Buyer’s rights under this Section shall cease immediately. Other than the express licenses granted by this Section, the Company grants no right or license to Buyer, by implication, estoppels, or otherwise, to the Products or any intellectual property rights of the Company.

 

32.  Sales Tax License. A Buyer must provide a copy of its valid, applicable wholesale license or standard retail license (i.e., sales tax license) to the Company prior to each purchase of Products, otherwise Buyer is responsible for paying all taxes associated with any failure to have and/or provide such license.