Terms of Service
Last Updated: January 15, 2024
Thank you for your interest in The Goodsprout Company LLC, and our affiliates, subsidiaries,and operating companies (collectively, “Company,” “we,” or “us”). These Terms of Use (“Terms”)apply to any websites we own, license or otherwise operate (the “Website”) and that link to these Terms, and any products or services you order through the Website(collectively, “Products”). By using the Website, you are entering into a legallybinding agreement, and you hereby agree to these Terms as well as any otherterms, guidelines or rules that apply to any sub-section or portion of theWebsite (“Supplemental Terms”). In the event of a conflict between theseTerms and any Supplemental Terms, the terms and conditions set forth in anySupplemental Terms shall supersede and control with respect to such conflict.If you do not agree to these Terms and any applicable Supplemental Terms, thenyou cannot use or access our Websites. For purposes of these Terms, Company and you may each be referredto as a “party” or collectively as the “parties.”
Pleaseread these Terms carefully as they may impact your rights and liabilities, andthey specifically allow for Company to engage in arbitration to settle disputesand address circumstances in which you waive your right to a jury trial.
By using this Website, yourepresent and warrant to Company thatyou: (i) are at least eighteen (18) years old, (ii) are located in the UnitedStates, (iii) are legally authorized to enter into these Terms, and (iv) willat any and all times comply with these Terms.
Your use of our Website is subject to our Privacy Policy (“PrivacyPolicy”),Cookie Policy, and any other policies or operating rules posted by us on theWebsite or in respect to the Website that islocated on the Website. OurPrivacy Policy describes how we process personal information, including thetypes of personal information that we collect, the purposes for which we useit, the types of third parties with whom we share it, and any rights you mayhave with respect to such personal information. The Privacy Policy also setsforth the types and categories of personal information you are permitted toprovide Company, and your responsibilities and obligations with respect to suchpersonal information. Please review our Privacy Policy carefully. For theavoidance of doubt, any claims, suits, or complaints related to the PrivacyPolicy shall be settled or otherwise addressed in accordance with the disputeresolution terms, and subject to the limitations of liability, set forthherein, in addition to all other terms and conditions herein.
2. Accessing the Website andAccount Security
We reserve the right towithdraw or amend this Website, and any service or material we provide on theWebsite, in our sole discretion without notice. We will not be liable if forany reason all or any part of the Website is unavailable at any time or for anyperiod. From time to time, we may restrict access to some parts of the Website,or the entire Website. You are responsible for making all arrangements necessary for you tohave access to the Website and ensuring that all persons who access the Websitethrough your internet connection are aware of these Terms and comply with them.
To access the Website orsome of the resources it offers, you may be asked to provide certainregistration details or other information. It is a condition of your use of theWebsite that all the information you provide on the Website is correct,current, and complete. If you choose, or are provided with, a username, password, or anyother piece of information as part of our security procedures, you must treatsuch information as confidential, and you must not disclose it to any otherperson or entity. You also acknowledge that your account is personal to you andagree not to provide any other person with access to this Website or portionsof it using your username, password, or other security information. You agreeto notify us immediately of any unauthorized access to or use of your usernameor password or any other breach of security. You also agree to ensure that youexit from your account at the end of each session. We have the right to disable any username,password, or other identifier, whether chosen by you or provided by us, at anytime in our sole discretion for any or no reason, including if, in our opinion,you have violated any provision of these Terms.
3. Purchase of Products.
The terms of this Section 3 apply to Product orders madeby consumers through the Website.
Product Availability. The availability of the Products described on theWebsite, and the descriptions of such Products, may vary based on location andtiming.
Orders, Prohibition on Reselling. While it is our practice toconfirm orders by email, the receipt of an email order confirmation does notconstitute our acceptance of an order or our confirmation of an offer to sell aproduct or service. We reserve the right, without prior notice, to limit theorder quantity on any product or service and/or to refuse service to anycustomer. We also may require verification of information prior to theacceptance and/or shipment of any order.
You may not purchase any item from this site for resale by you orany other person. The prices displayed on the site are quoted in U.S. dollarsand are intended to be valid and effective only in the United States. We havethe right to refuse or cancel orders placed, including but not limited toorders where product(s) is listed at an incorrect price regardless of whetherthe order has been confirmed or your credit card charged. If your credit cardhas already been charged for the purchase and your order is canceled, we willissue a credit to your credit card account.
Auto Refill. This Website may offer you the opportunity to subscribe toauto-refill your purchase. Your subscription will continue until you cancel it.A recurring charge (in the amount of the product selected for autoreplenishment) will be automatically charged to your credit card each time theorder ships. The shipment schedule will follow the frequency you requested whenyou selected the product. There is no minimum term of the subscription and nominimum purchase obligation.
Shipments; Delivery; Title and Risk of Loss. Company will arrange forshipment of the Products to you. Delivery options, if available, will bepresented to you during check-out. You will pay all shipping and handlingcharges specified during the ordering process. Title and risk of loss pass toyou upon our transfer of the products to the shipping carrier. Shipping anddelivery dates are estimates only and cannot be guaranteed. Company is notliable for any delays in shipments.
Prices and Payment Terms. All prices posted on theWebsite are subject to change without notice. The price charged for aProduct will be the price in effect atthe time the order is placed and will be set out in your order confirmationemail. Price increases will only apply to orders placed after such changes.Posted prices do not include taxes or charges for shipping and handling. Anysuch taxes and charges will be added to your merchandise total and will beitemized in your shopping cart and in your order confirmation email. Company isnot responsible for pricing, typographical, or other errors in any offer andreserves the right to cancel any orders arising from such errors. You representand warrant that (i) the credit card information you supply when placing yourorder is correct and complete, (ii) you are duly authorized to use such creditcard for the purchase, (iii) charges incurred by you will be honored by yourcredit card company, and (iv) you will pay charges incurred by you at theposted prices, including all applicable taxes, if any.
Returns and Refunds. We encourage you to reach out to our team of customer careadvocates, pediatricians, dermatologists and clinical researchers using the“Contact Us” section if you are not happy with your Product and we would behappy to provide you with personalized support. Please be advised, you bear the risk of loss during shipment of anyproducts you are returning or exchanging. We offer no refunds on any productsdesignated on the Website as non-returnable.
4. Intellectual Property Rights
The Website and its entirecontents, features, and functionality (including but not limited to allinformation, software, text, displays, images, video, and audio, and thedesign, selection, and arrangement thereof) are owned by Company, itslicensors, or other providers of such material and are protected by UnitedStates and international copyright, trademark, patent, trade secret, and otherintellectual property or proprietary rights laws. These Terms permit you to use the Website foryour personal, non-commercial use only. You must not reproduce, distribute,modify, create derivative works of, publicly display, publicly perform,republish, download, store, or transmit any of the material on our Website,except as follows: (i) your computer may temporarily store copies of such materialsin RAM incidental to your accessing and viewing those materials, (ii) you maystore files that are automatically cached by your web browser for displayenhancement purposes, (iii) you may print or download one copy of a reasonablenumber of pages of the Website for your own personal, non-commercial use andnot for further reproduction, publication, or distribution, (iv) if we providedesktop, mobile, or other applications for download, you may download a singlecopy to your computer or mobile device solely for your own personal,non-commercial use, provided you agree to be bound by our end-user licenseagreement for such applications, and (v) if we provide social media featureswith certain content, you may take such actions as are enabled by suchfeatures.
You hereby acknowledge and agreethat you will not (i) modify copies of any materials from our Website, (ii) useany illustrations, photographs, video or audio sequences, or any graphicsseparately from the accompanying text, (iii) delete or alter any copyright,trademark, or other proprietary rights notices from copies of materials fromthis Website, and (iv) access or use for any commercialpurposes any part of the Website or any services or materials available throughthe Website. If you print, copy, modify, download, orotherwise use or provide any other person with access to any part of theWebsite in breach of the Terms, your right to use the Website will stopimmediately and you must, at our option, return or destroy any copies of thematerials you have made. No right, title, or interest in or to the Website orany content on the Website is transferred to you, and all rights not expresslygranted are reserved by Company. Any use of the Website not expressly permittedby these Terms is a breach of these Terms and may violate copyright, trademark,and other laws.
Company’s name and logo, andall related names, logos, product and service names, designs, and slogans, aretrademarks of Company or its affiliates or licensors. You must not use suchmarks without the prior written permission of Company. All other names, logos,product and service names, designs, and slogans on this Website are thetrademarks of their respective owners.
You may use the Website onlyfor lawful purposes and in accordance with these Terms. You agree not to usethe Website: (i) in any way that violates any applicable federal, state,local, or international law or regulation (including, without limitation, anylaws regarding the export of data or software to and from the United States orother countries), (ii) for the purpose of exploiting, harming, or attempting toexploit or harm minors in any way by exposing them to inappropriate content orasking them for personally identifiable information, (iii) to send, knowinglyreceive, upload, download, use, or re-use any material that does not complywith the Content Standards set out in these Terms, (iv) totransmit, or procure the sending of, any advertising or promotional material,including any “junk mail,” “chain letter,” “spam,” or any other similarsolicitation, (v) to impersonate or attempt to impersonate Company, any Companyemployee, another user of the Website, or any other person or entity(including, without limitation, by using email addresses or screen namesassociated with any of the foregoing), and (vi) to engage in any other conductthat restricts or inhibits anyone’s use or enjoyment of the Website, or which,as determined by us, may harm Company or users of the Website, or expose themto liability. Additionally, you agree not to: (vii) usethe Website in any manner that could disable, overburden, damage, or impair theWebsite or interfere with any other party’s use of the Website, including theirability to engage in real-time activities through the Website, (viii) use anyrobot, spider, or other automatic device, process, or means to access theWebsite for any purpose, including monitoring or copying any of the material onthe Website, (ix) use any manual process to monitor or copy any of the materialon the Website, or for any other purpose not expressly authorized in theseTerms, without our prior written consent, (x) use any device, software, orroutine that interferes with the proper working of the Website, (xi) introduceany viruses, Trojan horses, worms, logic bombs, or other material that ismalicious or technologically harmful, (xii) attempt to gain unauthorized accessto, interfere with, damage, or disrupt any parts of the Website, the server onwhich the Website is stored, or any server, computer, or database connected tothe Website, (xiii) attack the Website via a denial-of-service attack or adistributed denial-of-service attack, and (xiv) otherwise attempt to interferewith the proper working of the Website.
Machine Learning Prohibitions. You are strictly prohibited from using anyinformation, content, or materials on, or otherwise derived from, the Websitefor purposes of, or related to, training artificial intelligence technologies,including without limitation, training such technologies to generate text,images, audio, or other content in any style, form, or manner. For theavoidance of doubt, you do not have the right to, and you do not have the rightto sublicense others to, reproduce and/or otherwise use any information,content, or materials on or otherwise derived from the Website in any mannerfor purposes of training artificial intelligence technologies.
7. User Contributions; Product Reviews
The Site does not offerusers to submit or post content. We may provide youwith the opportunity to create, submit, post, display, transmit, perform,publish, distribute, or broadcast content and materials to us or on the Site,including but not limited to text, writings, video, audio, photographs,graphics, comments, suggestions, or personal information or other material(collectively, “User Contributions”)on or through the Website. All User Contributions must comply with the Content Standards setout in these Terms. Any User Contribution you post will beconsidered non-confidential and non-proprietary. By posting any UserContribution on the Website, you grant us and our affiliates and serviceproviders, and each of their and our respective licensees, successors, andassigns, the right to use, reproduce, modify, perform, display, distribute, andotherwise disclose to third parties any such material for any purposewhatsoever. You represent and warrantthat youown or control all rights in and to the User Contributions and have the rightto grant the license granted above to us and our affiliates and serviceproviders, and each of their and our respective licensees, successors, andassigns, and all of your User Contributions do and will comply with these Terms.You understand and acknowledge that you are responsible forany User Contributions you submit or contribute, and you, not Company, havefull responsibility for such content, including its legality, reliability,accuracy, and appropriateness. We are not responsible orliable to any third party for the content or accuracy of any User Contributionsposted by you or any other user of the Website.
Making a Product Review
In certain circumstances, you may be able to use our Site tocreate a Product Review. A “Product Review” is any content, feedback, orsuggestions related to a product, including (without limitation) opinions,product or service ratings or reviews, articles, written expressions, in anyform or media, and/or any works of authorship created by you on the Site orotherwise provided to us. If you submit a Product Review, it may be publishedto publicly available portions of the Site and you acknowledge and agree thatsuch a Product Review is not, and shall not be, considered confidentialinformation and that Company has no confidentiality obligations with respect tosuch a Product Review. You acknowledge and agree that any Product Review isentirely voluntary, and we will be free to use the same as we see fit andwithout limitation or any obligation to you. By submitting a Product Review,you hereby agree that we may contact you at the email address you provided inconnection with your Product Review for marketing, product enhancement, andsimilar business purposes. In particular, we may contact you (via email) morethan once if you do not respond to our initial communication. If you provide uswritten or verbal notice that you do not wish to receive any further emailcommunications from us regarding your Product Review, we will honor yourrequest within a reasonable amount of time.
By submitting a Product Review you are expressly representing andwarranting that: (i) you are a bona fide purchaser or user of the product(s)reviewed; (ii) you have disclosed to Company and in your Product Review anymaterial connection or item of value you received that may have influenced yourreview, (iii) you are the sole author and owner of the intellectual propertyrights in and to the Product Review, and all "moral rights" that youmay have in the Product Review have been voluntarily waived by you; (iv) youare at least 18 years old; (v) you have the full right and authority to providesuch a Product Review, and the personal information (e.g., email address,contact data) related thereto, and doing so will not violate any right orprivilege (including any trade secret, copyright, patent, intellectual propertyright, or any right of publicity or privacy), and (vi) your Product Review (A)will not violate any law, statute, ordinance or regulation, (B) is not, or maynot reasonably be considered to be, defamatory, libelous, hateful, racially orreligiously biased or offensive, unlawfully threatening or unlawfully harassingto any individual, partnership or corporation, (C) does not contain anycomputer viruses, worms or other potentially damaging computer programs orfiles, and (D) is truthful, accurate and honest and does not includeinformation that may be misleading. We may not publish reviews that do notcomply with these Terms.
We have the right to remove or refuse to postany User Contributions for any or no reason in our sole discretion, and to takeany action with respect to any User Contribution that we deem necessary orappropriate in our sole discretion, including if we believe that such UserContribution violates the Terms, including the Content Standards, infringes anyintellectual property right or other right of any person or entity, threatensthe personal safety of users of the Website or the public, or could create liabilityfor Company. You acknowledge and agree that we have the right to disclose youridentity or other information about you to any third party who claims thatmaterial posted by you violates their rights, including their intellectualproperty rights or their right to privacy, and take appropriate legal action,including, without limitation, referral to law enforcement, for any illegal orunauthorized use of the Website. We havethe absolute right to terminate or suspend your access to all or part of the Websitefor any or no reason whatsoever, including without limitation, any violation ofthese Terms. Without limiting the foregoing, we have the rightto cooperate fully with any law enforcement authorities or court orderrequesting or directing us to disclose the identity or other information ofanyone posting any materials on or through the Website. YOU WAIVE AND HOLDHARMLESS COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANYCLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY AND ANY OF THE FOREGOINGPARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER CompanyAND SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. However,we cannot, and do not undertake to, review material before it is posted on theWebsite, and we cannot ensure prompt removal of objectionable material after ithas been posted. Accordingly, we assume no liability for any action or inactionregarding transmissions, communications, or content provided by any user orthird party. We have no liability or responsibility to anyone for performanceor nonperformance of the activities described in this section.
This section constitutes the“Content Standards” that apply to any and all User Contributions. UserContributions must in their entirety comply with all applicable federal, state,local, and international laws and regulations. Without limiting the foregoing,User Contributions must not: (i) contain any material that is defamatory, obscene, indecent,abusive, offensive, harassing, violent, hateful, inflammatory, or otherwiseobjectionable, (ii) promote sexually explicit or pornographic material,violence, or discrimination based on race, sex, religion, nationality,disability, sexual orientation, or age, (iii) infringe any patent, trademark,trade secret, copyright, or other intellectual property or other rights of anyother person, (iv) violate the legal rights (including the rights of publicityand privacy) of others or contain any material that could give rise to anycivil or criminal liability under applicable laws or regulations or thatotherwise may be in conflict with these Terms and our Privacy Policy, (v) belikely to deceive any person, (vi) promote any illegal activity, or advocate,promote, or assist any unlawful act, (vii) cause annoyance, inconvenience, orneedless anxiety or be likely to upset, embarrass, alarm, or annoy any otherperson, (viii) impersonate any person, or misrepresent your identity oraffiliation with any person or organization, (ix) involve commercial activitiesor sales, such as contests, sweepstakes, and other sales promotions, barter, oradvertising, or (x) give the impression that they emanate from or are endorsedby us or any other person or entity, if this is not the case.
10. Reliance on InformationPosted
Theinformation presented on or through the Website is made available solely forgeneral information purposes. We do not warrant the accuracy, completeness, orusefulness of this information. Any reliance you place on such information isstrictly at your own risk. We disclaim all liability and responsibility arisingfrom any reliance placed on such materials by you or any other visitor to theWebsite, or by anyone who may be informed of any of its contents. This Website may include content provided by third parties,including materials provided by other users, bloggers, and third-partylicensors, syndicators, aggregators, and/or reporting services. All statementsand/or opinions expressed in these materials, and all articles and responses toquestions and other content, other than the content provided by Company, aresolely the opinions and the responsibility of the person or entity providingthose materials. These materials do not necessarily reflect the opinion ofCompany. We are not responsible, or liable to you or any third party, for thecontent or accuracy of any materials provided by any third parties.
We may update the content onthis Website from time to time, but its content is not necessarily complete orup-to-date. Any of the material on the Website may be out of date at any giventime, and we are under no obligation to update such material.
12. Linking to the Website andSocial Media Features
You may link to our Websitehomepage, provided you do so in a way that is fair and legal and does notdamage our reputation or take advantage of it, but you must not establish alink in such a way as to suggest any form of association, approval, or endorsementon our part without our express written consent. This Website may provide certain social mediafeatures that enable you to: (i) link from your own or certain third-party websites to certaincontent on this Website, (ii) send emails or other communications with certaincontent, or links to certain content, on this Website, and (iii) cause limitedportions of content on this Website to be displayed or appear to be displayedon your own or certain third-party websites. You may use thesefeatures solely as they are provided by us and solely with respect to thecontent they are displayed with, and otherwise in accordance with anyadditional terms and conditions we provide with respect to such features.Subject to the foregoing, you must not do any of the following: establish alink from any website that is not owned by you to the Website; cause theWebsite or portions of it to be displayed on, or appear to be displayed by, anyother website; link to any part of the Website other than the homepage; orotherwise take any action with respect to the materials on this Website that isinconsistent with any other provision of these Terms. Thewebsite from which you are linking, or on which you make certain contentaccessible, must comply in all respects with the Content Standards set out inthese Terms. You agree to cooperate with us in causing anyunauthorized framing or linking immediately to stop. We reserve the right towithdraw linking permission without notice. We may disableall or any social media features and any links at any time without notice inour discretion.
If the Website containslinks to other sites and resources provided by third parties, these links areprovided for your convenience only. We have no control over the contents ofthose sites or resources and accept no responsibility for them or for any lossor damage that may arise from your use of them. If you decide to access any ofthe third-party websites linked to this Website, you do so entirely at your ownrisk and subject to the terms and conditions of use for such websites.
If you have a defectiveproduct or product part, you can contact us using the “Contact Us” section . Wemay ask you to email photos or videos of the defective product, or to mail thedefective product (using a prepaid shipping label) in connection with yourrequest. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT ANDUNDER NO LEGAL THEORY WILL (I) COMPANY OR ITS AFFILIATES BE LIABLE TO YOU ORANY THIRD PARTY FOR ANY DAMAGES, COSTS, OR LIABILITIES ARISING FROM OR RELATEDTO THE PURCHASE OR SALE OF ANY PRODUCT OR THESE TERMS, INCLUDING, WITHOUTLIMITATION, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR EXPENSES OR BUSINESS INTERRUPTION;PROPERTY DAMAGE; ATTORNEYS’ FEES; LOSS OF PROFITS, USE, REVENUE, OR GOODWILL;OR VALUE OF ASSETS OR SECURITIES), EVEN IF SUCH PARTY HAS BEEN ADVISED OR ISOTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) COMPANY’S OR ITSAFFILIATES’ TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE PURCHASE AND SALEOF A PRODUCT EXCEED THE AMOUNT YOU PAID FOR THAT PRODUCT. THE LIMITATIONS OFLIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAINBETWEEN YOU AND COMPANY.
You understand that wecannot and do not guarantee or warrant that files available for downloadingfrom the internet or the Website will be free of viruses or other destructivecode. You are responsible for implementing sufficient procedures and checkpointsto satisfy your particular requirements for anti-virus protection and accuracyof data input and output, and for maintaining a means external to our Websitefor any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW,WE WILL NOT BE LIABLE, AND YOU WILL NOT SEEK TO HOLD US LIABLE, FOR ANY LOSS ORDAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHERTECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT,COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THEWEBSITE OR ANY SERVICES, INFORMATION, OR ITEMS OBTAINED THROUGH THE WEBSITE ORTO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TOIT. YOUR USE OF THE WEBSITE,ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUROWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES, INFORMATION, OR ITEMSOBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHERCOMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY ORREPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY,QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THEFOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS ORWARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINEDTHROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED,THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES ITAVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITEOR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOURNEEDS OR EXPECTATIONS. TO THE FULLEST EXTENTPROVIDED BY LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHEREXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANYWARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULARPURPOSE. THE FOREGOING DOES NOTAFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
16. Indemnification; Governing Law
You agree to fully andcompletely defend, indemnify, and hold harmless Company, its affiliates,licensors, and service providers, and its and their respective officers,directors, employees, contractors, agents, licensors, suppliers, successors,and assigns from and against any claims, liabilities, damages, judgments,awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees)arising out of or relating to your violation of these Terms or your use of theWebsite, including, but not limited to, your User Contributions, any use of theWebsite’s content, services, and products other than as expressly authorized inthese Terms, or your use of any information obtained from the Website.
These Terms (including thePrivacy Policy) shall be governed in all respects by and construed inaccordance with the laws of the State of Texas, without regard to its conflictsof law principles.
17. Waiver of Class Action;Arbitration Agreement
COMPANYAND YOU MUTUALLY AGREE THAT ANY DISPUTES ARISING FROM YOUR USE OF THE WEBSITEOR ANY CONTENT OR MATERIALS THEREON, OR THESE TERMS(INCLUDING OUR PRIVACY POLICY), INCLUDING DISPUTES ARISING FROM OR CONCERNINGTHEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION,WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION UNDER THE RULES OFARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) APPLYING TEXAS LAW,WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES. Within ten (10) calendar daysafter the arbitration demand is served upon a party, the parties must jointlyselect an arbitrator with at least five (5) years’ experience in that capacityand who has knowledge of and experience with the subject matter of the dispute.If the parties do not agree on an arbitrator within ten (10) calendar days, aparty may petition the AAA to appoint an arbitrator, who must satisfy the sameexperience requirement. In the event of a dispute, the arbitrator shall decidethe enforceability and interpretation of this arbitration agreement inaccordance with the Federal Arbitration Act (“FAA”). The parties also agreethat the AAA’s rules governing Emergency Measures of Protection shall apply inlieu of seeking emergency injunctive relief from a court. The decision of thearbitrator shall be final and binding, and no party shall have rights ofappeal, except for those provided in section 10 of the FAA. Each party shallbear its share of the fees paid for the arbitrator and the administration ofthe arbitration. The parties agree that the arbitrator shall not have theauthority to award attorneys’ fees, unless otherwise expressly authorized bystatute or contract. The arbitrator shall have no authority to award punitivedamages, and each party hereby waives any right to seek or recover punitivedamages with respect to any dispute resolved by arbitration. THE PARTIES AGREETO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THESE TERMS OF USE DO NOTPERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBERIN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. For the avoidance ofdoubt, this section shall be construed as a written agreement to arbitrate adispute of any kind between you and Company that may arise through the use ofthis Website, and you hereby agree with us that this paragraph satisfies anywriting or consent requirement of the FAA. Any and all arbitration proceedingsand hearings shall be conducted in Tarrant, Texas. Except as required by law,neither a party nor the arbitrator may disclose the existence, content, orresults of any arbitration without the prior written consent of both parties,unless to protect or pursue a legal right. If for any reason a dispute proceedsin a federal or state court rather than in arbitration, the parties herebywaive any right to a jury trial.
18. Waiver and Severability
No waiver by Company of anyterm or condition set out in these Terms shall be deemed a further orcontinuing waiver of such term or condition or a waiver of any other term orcondition, and any failure of Company to assert a right or provision under theseTerms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by acourt or other tribunal of competent jurisdiction to be invalid, illegal, orunenforceable for any reason, such provision shall be eliminated or limited tothe minimum extent such that the remaining provisions of the Terms willcontinue in full force and effect.
19. Entire Agreement
The Terms and any policies or operating rules posted by us on the Websiteor in respect to the Website constitute the sole and entire agreementbetween you and Company regarding the Website and supersede all prior andcontemporaneous understandings, agreements, representations, and warranties,both written and oral, regarding the Website.
20. Changes to the Terms
From time to time, we review these Terms to ensure that theycomply with applicable law. Consequently, we reserve the right to update andrevise these Terms at any time. We will notify you if these Terms are updatedby updating the “Last Updated” section of these Terms. These Terms areeffective as of the “Last Updated” date provided herein. Your continued use ofthe Website signifies your consent to the Terms, as of the “Last Updated” date.
21. Contact Us
If youhave questions regarding these Terms, please contact us atThe GoodsproutCompany LLC, ATTN: LEGAL DEPARTMENT, 2833Crockett St. Suite 121, Fort Worth, TX 76107.