Updated March __, 2022
MASTER TERMS AND CONDITIONS
These Master Terms and Conditions (this “Agreement”) shall govern any purchase of Products (as defined below) by an individual or entity (“Buyer” or “You”) from MinneHemp, LLC d/b/a Hemp Acres, or its affiliates (the “Company,” “we,” “our,” or “us”).
1. PURCHASE ORDERS
The parties acknowledge and agree that this Agreement governs all purchases made by Buyer of products (“Products”) from the Company by means of purchase orders (each, a “Purchase Order”) issued by Buyer and submitted to the Company or any other method by which Buyer orders Products (including by means of purchases made on the hempacresusa.com website). In the event of any conflict between the terms of this Agreement and any Purchase Order, this Agreement shall control.
2. TITLE AND RISK OF LOSS; LATE PAYMENTS.
Title and risk of loss to the Products shall transfer to Buyer at the time of delivery to Buyer; provided, however, if Buyer designates delivery of the Products to a third party (e.g. bailee), the risk of loss passes to Buyer when the Products are there duly so tendered. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. You agree to reimburse us for all collection agency fees, attorneys’ fees and other costs we may incur to collect delinquent amounts you owe to us.
3. PRODUCT REJECTIONS; RECALLS
Notwithstanding prior payment by Buyer, all Products are subject to inspection by and approval of Buyer after receipt and prior to acceptance of Buyer. Buyer shall inspect any Products and accept or reject Products that do not meet the mutually agreed upon product specifications, either within a Purchase Order or otherwise mutually agreed upon by the Parties in writing, within twenty-four (24) hours of the time of delivery (“Non-Conforming Products”) by providing written notice of such rejection to the Company. Within five (5) business days of such notice, the Company shall, at its discretion, either: (i) Pick up the Non-Conforming Products from Buyer; (ii) direct Buyer to return the Non-Conforming Products to the Company at the Company’s expense, for reimbursement of reasonable freight charges incurred by Buyer in connection with such Non-Conforming Products, to be paid to Buyer within thirty (30) days after such Products are returned to the Company; or (iii) authorize Buyer to dispose of the Non-Conforming Products in a manner mutually acceptable to the Company and Buyer with reasonable costs of such disposal to be paid by the Company. In the event Non-Conforming Products are rejected in accordance with this Section 3(a), and in the event that the Company is unable to provide substitute Products in a timely manner, Buyer shall be entitled to cancel any firm Purchase Orders placed and shall have the right to purchase substitute products from an alternative source without liability to or recourse by the Company. Buyer shall make commercially reasonable efforts to mitigate the costs it incurs as a result of receiving Non-Conforming Products from the Company. Buyer irrevocably waives and releases all Claims (as defined below) for Non-Conforming Products which are not properly made within time period set forth in this Section 3(a).
4. The Company shall promptly perform those tasks required of it in connection with any seizure, destruction, recall or withdrawal of Non-Conforming Products ordered by federal, state or local governmental authorities. Notwithstanding anything to the contrary herein, if the Company provides written notification to Buyer that any Products need to be recalled, are subject to recall, or, in the sole discretion of the Company, for matters of public safety or regulatory or legal compliance should otherwise be withdrawn from the market and Buyer refuses or otherwise fails to do so in a timely fashion, the Company will be relieved of any obligations to Buyer with respect to any costs, expenses, or other damages Buyer might incur as a result of such failure or refusal and Buyer irrevocably waives and releases any Claims related thereto.
5. INDEMNIFICATION
To the fullest extent permitted by law, Buyer shall defend, indemnify and hold harmless the Company, together with all subsidiaries, divisions, affiliates, parents, assigns, directors, officers, members, agents, employees, successors and assigns of the Company (“Indemnitees”) from and against any and all claims, demands, actions, causes of action, proceedings, judgments and other liabilities, obligations, losses, damages, costs and expenses (including reasonable attorneys’ fees and costs) of any nature (collectively, the “Claims”), including but not limited to claims for damage to property, personal injury or death, to the extent such claims are due to or arise from: (i) the breach of any representation, warranty or obligation contained in this Agreement or any Purchase Order by Buyer; (ii) the manufacture, labeling, marketing, advertising, sale or distribution of Buyer’s products or products made with or from Buyer’s products; (iii) the negligent or more culpable acts or omissions of Buyer or any of its customers and its/their directors, officers, employees, agents, successors and assigns; (iv) Buyer’s or Buyer’s customers’ misuse of the Products; or (v) Buyer’s failure to timely withdraw Products identified by the Company as subject to recall, as described in Section 3(b), including without limitation, in each case of clauses (i) through (v), for any and all Claims due to or arising from the Company’s own negligent acts or omissions. Buyer shall assume the defense of the Claims at its own expense with competent and experienced counsel approved by Indemnitee(s), which approval shall not be unreasonably withheld, provided, however, that Buyer shall not enter into settlement of any Claim without the Company’s written consent not to be unreasonably withheld or delayed. Buyer’s obligations in this Section 4are conditioned upon the Company: (i) advising Buyer of the Claim within such a time frame as not to materially prejudice the rights of Buyer; and (ii) assisting Buyer and its representatives in the investigation and defense (at Buyer’s cost and expense) of the Claims for which indemnification is sought.
6. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY PURCHASE ORDER TO THE CONTRARY: (A) IN NO EVENT WILL THE COMPANY BE LIABLE TO BUYER (OR TO THE BUYER’S OFFICERS, EMPLOYEES, OR REPRESENTATIVES) FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXPEMPLARY DAMAGES OF WHATSOEVER NATURE (INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS, LOST PROFITS, DATA, DOWNTIME, DAMAGE TO GOODWILL OR REPUTATION) WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT, STRICT PRODUCTS’ LIABILITY, CONTRIBUTION, INDEMNITY, SUBROGATION OR OTHERWISE REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, OR WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND THE COMPANY’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT TO BUYER, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT, STRICT PRODUCTS’ LIABILITY, CONTRIBUTION, INDEMNITY, SUBROGATION OR OTHERWISE, SHALL IN NO EVENT EXCEED TEN THOUSAND DOLLARS ($10,000 ) (THE “CAP”). ANY INSURANCE COVERAGE HELD BY BUYER SHALL APPLY TOWARDS THE CAP.
7. FORCE MAJEURE
The Company shall be excused from performance under the applicable Purchase Order while and to the extent that such performance is prevented by an act of god, war or war condition, riot, civil disorder, acts of terrorism, government regulation or restriction, embargo, fire, flood, severe weather, disease or pandemic, industry-wide shortage of raw materials, accident or any other casualty beyond the reasonable control of such party (each a “Force Majeure Event”). In the event such inability of the Company to perform shall continue for a period of thirty (30) days, Buyer shall have the right to terminate all the affected Purchase Orders. Buyer not may claim from the Company any penalties, interest or any other compensation or damages for delays or nonfulfillment of obligations to the extent such delays and/or nonfulfillment of obligations are due to a Force Majeure Event.
8. INTELLECTUAL PROPERTY
Nothing in this Agreement will be construed as conferring upon Buyer any right or interest in the trademarks, trade names, trade dress, logos, designs, signs, emblems, insignia, symbols, slogans and other marks, indications of origin and related intellectual property, including copyrights, patents, or other proprietary interest together with the goodwill associated therewith and all applications and registrations relating thereto (collectively, “Intellectual Property”), including, without limitation, the trademarks “Hemp Acres” or “MinneHemp”, or other marks used in connection with the Products. Buyer expressly recognizes and agrees not to, directly or indirectly, make any Claim or take any action adverse to the Company’s ownership of its Intellectual Property. To the extent necessary to perform under this Agreement or a Purchase Order, Buyer will grant to the Company a limited, non-exclusive license to use Buyer’s trademarks and other Intellectual Property. Upon termination or completion of the applicable Purchase Order, the Company’s license to use Buyer’s Intellectual Property shall terminate immediately. Nothing in this Agreement or any Purchase Order shall confer any right, title or interest in or to any of Buyer’s Intellectual Property to the Company, and all right title and interest in and to such Intellectual Property shall remain exclusively with Buyer. Buyer represents and warrants to the Company that (a) no Intellectual Property licensed to the Company hereunder infringes or misappropriates the intellectual property rights of any third party and (b) any labeling material provided by Buyer to the Company hereunder complies with all local, state and federal regulations.
9. NO REPRESENTATIONS AND WARRANTIES; RELEASE
1. BY PURCHASING THE PRODUCTS, BUYER RECOGNIZES THAT IT IS ITS RESPONSIBILITY TO TEST THE PRODUCTS PRIOR TO USE, INCLUDING BLENDING, REPACKAGING OR INCORPORATING THE PRODUCTS INTO ANOTHER PRODUCT. ANY CLAIMS, ISSUES, COMPLAINTS, ETC. FOR ANY FINISHED PRODUCTS BUYER MANUFACTURES , PACKAGES, LABELS, STORES, DISTRIBUTES, ADVERTISES, MARKETS AND SELLS USING THE PRODUCTS ARE THE RESPONSIBILITY OF BUYER AS THE MANUFACTURER, SELLER, AND/OR REPACKAGER. IT IS BUYER’S RESPONSIBILITY TO COMPLETE ALL ITS OWN RAW MATERIAL TESTING PRIOR TO BATCHING OR REPACKAGING FINISHED PRODUCT. ]
1. BUYER FURTHER RECOGNIZES THAT THE PRODUCTS ARE NOT INTENDED FOR A MEDICAL PURPOSE, THE PRODUCTS ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, AND THE COMPANY DOES NOT AND CANNOT PROVIDE MEDICAL ADVICE OR DIAGNOSE THE BUYER’S HEALTH CONDITIONS OR THE HEALTH CONDITIONS OF ANY THIRD-PARTIES. BUYER SHALL NOT USE THE PRODUCTS AS A SUBSTITUTE FOR CONSULTING WITH BUYER’S PHYSICIAN OR OTHER HEALTHCARE PROVIDERS. BUYER SHALL NOT USE THE PRODUCTS FOR MEDICAL TREATMENT OR MEDICAL EMERGENCIES. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY PARTICULAR PRODUCT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU OR ANY THIRD-PARTY, OR FOR ANY PARTICULAR PURPOSE. NO DIRECTOR, EMPLOYEE, AGENT, PARTNER OR REPRESENTATIVE OF THE COMPANY IS ENGAGED IN RENDERING MEDICAL ADVICE, DIAGNOSIS, TREATMENT OR OTHER MEDICAL SERVICES. BUYER SHOULD CAREFULLY READ ALL PRODUCT PACKAGING AND INSTRUCTIONS BEFORE USING ANY PRODUCTS. BUYER UNDERSTANDS AND ACKNOWLEDGES THAT USE OF THE PRODUCTS MAY RESULT IN A POSTIVE DRUG SCREENING TEST, AND THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND DAMAGES TO BUYER AND THIRD-PARTIES ARISING THEREFROM.
1. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS AND, TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE.
1. OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, NEITHER THE COMPANY NOR ITS LICENSORS, SUPPLIERS, ADVERTISERS, OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE PRODUCTS. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE PRODUCTS, THE SPECIFIC FUNCTIONS OF THE PRODUCTS, OR THEIR RELIABILITY, AVAILABILITY, ABILITY TO MEET YOUR NEEDS, OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. IT IS BUYER’S EXCLUSIVE RESPONSIBILITY TO DETERMINE WHETHER THE PRODUCTS ARE SUITABLE FOR BUYER’S INTENDED USE. THE COMPANY PROVIDES THE PRODUCTS “AS-IS.”
1. TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER AND BUYER’S HEIRS, SUCCESSORS, ASSIGNS, AFFILIATES, PARENTS, AND SUBSIDIARIES (COLLECTIVELY, “RELEASING PARTIES”) HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS THE COMPANY, ITS AFFILIATES, PARENTS, AND SUBSIDIARIES AND ITS AND THEIR SUCCESSORS AND ASSIGNS, AND THE COMPANY’S AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SUPPLIERS, ADVERTISERS, REPRESENTATIVES, PARTNERS, AND DISTRIBUTORS, AND ALL THOSE THAT MANUFACTURED, PACKAGED, LABELED, MARKETED, ADVERTISED, SOLD, DISTRIBUTED, STORED, OR PROVIDED THE PRODUCTS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT ANY RELEASING PARTY MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH ANY RELEASING PARTY’S OR A THIRD PARTY’S CONDUCT RELATED TO THE RECEIPT, PURCHASE OR USE OF THE PRODUCTS. BUYER UNDERSTANDS AND ACKNOWLEDGES THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND BUYER WAIVES ITS RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. BUYER UNDERSTANDS THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BY AGREEING TO THIS AGREMENT AND THIS WAIVER, BUYER ASSUMES ALL RISKS ARISING FROM YET UNKNOWN CLAIMS.
2. CALIFORNIA PROPOSITION 65
The California Safe Drinking Water and Toxic Enforcement Act of 1986, commonly referred to as “Proposition 65,” requires entities doing business in California to provide warnings to certain members of the public about significant exposures to chemicals that have been identified by the state to cause cancer, birth defects or reproductive harm. Chemical components of essential oils and other raw ingredients contained within the Products may contain chemicals known to the State of California to cause cancer or other reproductive harm. For more information, visit: www.P65Warnings.ca.gov. Buyer assumes all responsibility for Proposition 65 compliance and associated warning requirements with respect to its handling, manufacture, storage, distribution, packaging, labeling, sale, re-sale and use of its products and the Products.
3. FLAMMABILITY/COMBUSTIBILITY
The Products, items coming into contact with the Products, or products made with the Products may be or become flammable and washing may not remove all flammable residues. The Company is not responsible for fires caused by use of the Products.
4. CBD AND HEMP-DERIVED PRODUCTS
The Company makes no representations regarding the classification of any CBD or hemp-derived product as a food, drug, or dietary supplement, or regarding such products’ fitness for use or sale under applicable rules governing those classifications. Rather, Customer agrees to consult governing regulations and rulemaking regarding the marketing, labeling, sale and use of CBD and hemp-derived ingestible products and make its own conclusion and determination about the Products’ fitness for a particular purpose.
5. TECHNOLOGY TERMS
Thank you for using the Company’s technology-based services (including its website, and mobile and web-based applications, and any other tools, products, or services provided by the Company that link to or reference this Agreement, collectively, the “Technology Services”). By accessing or using the Technology Services, you intend and agree to be legally bound by this Agreement. You may wish to print or save a local copy of this Agreement for your records.
6. USE OF TECHNOLOGY SERVICES
You must follow any policies made available to you within the Technology Services, including our privacy policy (“Privacy Policy”) (available at :Here). Don’t misuse our Technology Services. For example, don’t interfere with our Technology Services, try to access them using a method other than the interface and the instructions that we provide, or extensively or automatically copy any content from the Technology Services (i.e. no scraping). You may use our Technology Services only for your personal or commercial use, as permitted by law, including applicable export and re-export control laws and regulations We may suspend or stop providing our Technology Services to you if you do not comply with our terms or policies, if we are investigating suspected misconduct, or for any other reason. Using our Technology Services does not give you ownership of any intellectual property rights in our Technology Services or the content you access through them (“Content”). You may not use Content, except as permitted in this Agreement, by its owner, or as otherwise permitted by law. This Agreement does not grant you the right to use any branding or logos used in our Technology Services, including the Company’s name and logo. Don’t remove, obscure, or alter any legal notices displayed in or along with our Technology Services. Our Technology Services display some Content that is not our own. For example, Content belonging to our advertisers, other third parties, you, or other users (collectively, “Third Party Content”). We are not responsible for, and you waive all of our liability with respect to, Third Party Content. Third Party Content is the sole responsibility of the individual or entity that makes it available to you via the Technology Services. We may review Third Party Content to determine whether it is illegal or violates our policies, and we may remove or refuse to display Third Party Content that we believe violates our policies or the law. But we do not generally review content beforehand, and we are not obligated to do so. In connection with your use of the Technology Services, we may send you service announcements, administrative messages, and other information. You may opt out of our marketing emails by clicking on the “unsubscribe” link in marketing e-mails. Please be aware that there may be a brief period before we are able to process your opt-out. Some of our Technology Services are available on mobile devices or may utilize SMS/iMessage, which may cause you to incur SMS or data charges with your wireless provider. Please be aware that we have no control over these charges, and if you do not wish to be charged, you should stop using the mobile or SMS/iMessage features (as applicable).
7. YOUR HEMP ACRES ACCOUNT
You may need an account in order to use the Technology Services. If you create your own account, you agree that all registration information you give us will be accurate and current. If your account has been assigned to you by an administrator, such as your employer or educational institution, different or additional terms may apply and your administrator may be able to access or disable your account. You will timely notify us of any changes to any of the foregoing information. You are responsible for controlling access to any PCs, mobile devices, or other end points that you allow to store your Technology Services password, or on which you enable a “Remember Me” or similar functionality (“Activated Device”). Accordingly, you agree that you will be solely responsible for all activities that occur under your Technology Services accounts, including the activities of any individual with whom you share your Technology Services account or an Activated Device. To protect your account, keep your password confidential. You are responsible for the activity that happens on or through your account. If you learn of any unauthorized use of your password, please contact us at team@hempacresusa.com.
8. CREDIT CARD PAYMENT
We may require you to maintain valid credit card or other payment account information with us in order to receive the Technology Services, and if so, you hereby authorize us to charge your credit card or other payment account for the Technology Services. Any failure to maintain valid, up-to-date payment information with us or to keep your payments current will constitute a material breach of this Agreement, for which we may suspend or terminate your access to the Technology Services immediately without notice.
9. PRIVACY AND FEEDBACK
Our Privacy Policy explains how we treat your personal information and protect your privacy when you use our Technology Services. By using our Technology Services, you agree that we can collect, use, and share data from you as described in our Privacy Policy. We are not responsible for any information or Content that you share with others via your use of the Technology Services. You assume all privacy, security, and other risks associated with providing any information, including personally identifiable information, to other users of the Service. If you submit feedback or suggestions about our Technology Services, you agree that we may use your feedback or suggestions without obligation to you.
10. CONTENT YOU SUBMIT OR SHARE
You may submit, upload, and share videos, pictures, text and other content to or through the Technology Services (“Your Content”), and in doing so you must follow this Agreement and the rules and policies referenced in this Agreement. You retain ownership of any intellectual property rights that you hold in Your Content. In short, what belongs to you stays yours. When you upload, submit, or otherwise share Your Content to or through our Technology Services, you give us (and those we work with) a royalty-free, worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that Your Content works better with our Technology Services), communicate, publish, publicly perform, publicly display and distribute Your Content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Technology Services, and to develop new ones. This license continues even if you stop using our Technology Services. Make sure you have the necessary rights to grant us this license for any content that you submit to our Technology Services. You may request that we delete any of Your Content that you submit to the Technology Services by sending us an email at team@hempacresusa.com. To the extent within our control we’ll remove Your Content from public display and mark it for future deletion if permitted by applicable law; however, it may persist in backup or residual copies for a reasonable period of time (but will not be available to other users through the Technology Services). For purposes of clarification, once you submit or share Your Content with others via the Technology Services (e.g., other users or third parties), we no longer have control over those portions of Your Content and will not be able to delete it or prevent them from using it. You agree that you will not use the Technology Services to: (i) violate law or a third-party’s rights; (ii) submit excessive or unsolicited commercial messages or spam any users; (iii) submit malicious content or viruses; (iv) solicit other people’s login information, credit card numbers, or other sensitive information; (v) harass or bully other users; or (vi) post content that is hate speech, threatening or pornographic, that incites violence or that contains nudity or graphic or gratuitous violence.
11. INTELLECTUAL PROPERTY PROTECTION
1. As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others, and require our users and customers to do so. If you are a copyright owner or its agent and believe that any content residing on or accessible through the Technology Services infringes upon your copyrights, you may submit a notification under the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent (the “Designated Agent “) with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
- Identification of the work or material being infringed.
- Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that we are capable of finding it and verifying its existence.
- Contact information for the notifying party (the “Notifying Party”), including name, address, telephone number, and email address.
- A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.
- A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.
A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed.
1. Please also note that the information provided in a notice of copyright infringement may be forwarded to the user who posted the allegedly infringing content. After removing material in response to a valid DMCA notice, we will notify the user responsible for the allegedly infringing material that we have removed or disabled access to the material. We will terminate, under appropriate circumstances, users who are repeat copyright infringers, and we reserve the right, in our sole discretion, to terminate any user for actual or apparent copyright infringement. If you believe you are the wrongful subject of a DMCA notification, you may file a counter-notification with us by providing the following information to the Designated Agent at the address below:
The specific URLs of material that we have removed or to which we have disabled access.
Your name, address, telephone number, and email address.
A statement that you consent to the jurisdiction of U.S. District Court for the District of Minnesota,and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.
The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
Your signature.
1. Upon receipt of a valid counter-notification, we will forward it to Notifying Party who submitted the original DMCA notification. The original Notifying Party (or the copyright holder he or she represents) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material. If we do not receive any such notification within ten (10) days, we may restore the material to the Technology Services.
The contact information for our Designated Agent is:
MinneHemp, LLC
Attention: Copyright Agent
1400 Mill Lane, Waconia, MN 55387
1. If you believe that any of your intellectual property rights other than copyrights have been infringed, please e-mail us at team@hempacresusa.com. We reserve the right, in our sole and absolute discretion, to suspend or terminate any user who infringes the intellectual property rights of the Company or others, and/or to remove, delete, edit or disable access to such person’s content. You agree that we have no liability for any action taken under this section.
2. ABOUT SOFTWARE IN OUR TECHNOLOGY SERVICES
You may be required to download software (such as a mobile or desktop app) to use the Technology Services or certain features of the Technology Services, and the Technology Services may enable you to access software running on our (or our vendors’) servers (collectively, “Software”). You agree that we retain the ownership of all rights, title, and interest in and to the Software. Certain Software may update automatically on your device once a new version or feature is available, and you consent to such automatic updating. The Company gives you a personal, non-commercial, worldwide, royalty-free, non-assignable, and non-exclusive license to use the Software to access the Technology Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Technology Services as provided by us, in the manner permitted by this Agreement. You may not copy, modify, distribute, sell, or lease any part of our Technology Services or Software, nor may you reverse engineer or attempt to extract the source code of the Technology Services or Software, unless laws prohibit those restrictions or you have our written permission. There may be software programs contained within certain Software that have been licensed to us by third parties. The term “Software” as used herein shall refer to this third-party software except where the term “Software” is used in the context of our ownership. The same terms and conditions, including all limitations and restrictions, set forth in this Agreement apply to each third-party software program contained in the Software. You acknowledge and agree that any third-party components are owned by their applicable licensors. We do not make any representations or warranties about the operation or availability of such third-party software. Neither we, nor our licensors, shall be liable for any unavailability or removal of such third-party software. We are not responsible for any communications to or from such licensors, or for the collection or use of information by such licensors. You consent to the communications enabled and/or performed by such third-party software, including automatic updating of the third-party software without further notice. You agree that such third-party software licensors are intended third-party beneficiaries under this Agreement.
3. MODIFYING AND TERMINATING OUR TECHNOLOGY SERVICES
We are constantly changing and improving our Technology Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether, at any time, without any notice or liability. You can stop using our Technology Services at any time, although we’ll be sorry to see you go. We may also stop providing Technology Services to you, or add or create new limits to our Technology Services, at any time. We may modify this Agreement or any additional terms that apply to a Service for any reason, for example, to reflect changes to the law or changes to our Technology Services. You should look at this Agreement regularly and the “Updated” date at the beginning of this Agreement. By continuing to use the Technology Services after we make these modifications, you agree that you will be subject to the modified Agreement. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.
4. AUTHORITY
If you are using our Technology Services on behalf of a business or employer, you are accepting this Agreement on their behalf, and that business or employer agrees to be bound by this Agreement.
5. DISCLAIMERS
OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, NEITHER THE COMPANY NOR ITS LICENSORS, SUPPLIERS, ADVERTISERS, OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE TECHNOLOGY SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE TECHNOLOGY SERVICES, THE SPECIFIC FUNCTIONS OF THE TECHNOLOGY SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE ALSO DO NOT MAKE ANY WARRANTIES OR COMMITMENT RELATING TO NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR ERROR-FREE OR UNINTERRUPTED OPERATIONS. WE PROVIDE THE TECHNOLOGY SERVICES “AS-IS.”
6. For information about how to contact the Company, please visit our contact page.
7. GOVERNING LAW; ATTORNEY’S FEES
his Agreement and each Purchase Order shall be governed by the laws of the State of Minnesota without regard to its choice of law provisions. Any action instituted under this Agreement shall be brought exclusively in the state courts situated in the county of Carver, Minnesota, or the United States District Court for the District of Minnesota, and the parties waive any objection thereto. If any action at law or in equity is necessary to enforce the terms of this Agreement or any Purchase Order, the prevailing party shall be entitled to reasonable attorney’s fees, costs and expenses (in addition to any other relief to which such prevailing party may be entitled).
8. WAIVER OF JURY TRIAL
EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY PERFORMANCE OR FAILURE TO PERFORM OF ANY OBLIGATION HEREUNDER.
9. WAIVER OF CLASS ACTIONS AND COLLECTIVE RELIEF
THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS. A COURT OF COMPETENT JURISDICTION MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. A COURT OF COMPETENT JURISDICTION MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. BUYER EXPRESSLY WAIVES ANY ABILITY TO MAINTAIN ANY CLASS ACTION IN ANY FORUM. ANY CLAIM THAT ALL OR PART OF THIS CLASS ACTION WAIVER IS UNENFORCEABLE, UNCONSCIONABLE, VOID, OR VOIDABLE MAY BE DETERMINED ONLY BY A COURT OF COMPETENT JURISDICTION
10. AMENDMENT AND TERMINATION; NOTICES
In addition to any other legal or equitable remedies, we may, without prior notice to Buyer, immediately amend or terminate this Agreement or revoke any or all of Buyer’s rights granted under this Agreement; provided, however, any termination of this Agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination. All notices (excluding transmission of a Purchase Order) from either party to the other will be in writing and will be effective (a) three days after having been mailed registered or certified mail, postage prepaid, return receipt requested; (b) on the next business day if delivered by national overnight courier service (with confirmation of delivery); or (c) when delivered in person, to the following address or to such other address or person as either party may designate by notice to the other party hereunder: (i) if to The Company: MinneHemp LLC, 1400 Mill Lane, Waconia, Minnesota 55387, Attention: Chief Executive Officer and (ii) if to Buyer: to the address set forth on any Purchase Order.
11. MISCELLANEOUS
In the event any of the provisions of this Agreement or any Purchase Order are held to be unenforceable, the remaining provisions of this Agreement and the Purchase Order shall remain in full force and effect and this Agreement and the Purchase Order shall be construed so as to substitute for the unenforceable provisions such provisions which are as nearly identical to the unenforceable provisions as possible to remain enforceable and to otherwise preserve the commercial intent and spirit of the parties. The relationship between Buyer and the Company shall at all times be deemed that of independent contractors. This Agreement and the Purchase Orders are not intended to create between the parties a relationship of partners, principal and agent, joint venturers or any other similar relationship. Failure of either party to insist on strict performance shall not constitute a waiver of any provision of this Agreement or any Purchase Order or constitute a waiver of any default of the other party. This Agreement may not be altered, modified or otherwise amended except by a written instrument executed by authorized representatives of Buyer and the Company. No additional or different terms contained in any Purchase Order, acceptance, invoice, acknowledgement, bill of lading or any other similar document shall be binding on either party. The delivery of any Purchase Order made by electronic transmission by any party to the other party hereto shall constitute effective delivery of such document by such transmitting party to such receiving party, and any such copy so delivered shall be deemed equivalent to an executed original. Any Purchase Order may be signed in two or more counterparts, and all counterpart signature pages, taken together, shall constitute one executed original. This Agreement and all executed Purchase Orders contain the entire agreement and understanding of the parties hereto and supersede all previous agreements or negotiations related to the subject matter hereof, whether written or oral. No course of dealing or usage of the trade shall be applicable unless expressly incorporated into this Agreement or any Purchase Order. The headings contained herein are inserted for convenience only and shall not be deemed to have any substantive meaning or impact on the terms and conditions set forth herein or in any applicable Purchase Order.
Questions about the Terms of Service should be sent to us at team@hempacresusa.com.