Terms of service

TERMS & CONDITIONS

SOBER(ISH) TERMS & CONDITIONS

Effective Date: October 2, 2023

Last Updated: MARCH 19, 2024

IMPORTANT! THESE TERMS OF SERVICE GOVERN YOUR USE OF THIS WEBSITE https://www.soberish.com/ (the “SITE” or “site”),, WHICH IS PROVIDED BY SOBERISH, ITS AFFILIATES OR AGENTS (referred to as “SOBERISH,” “COMPANY,” “US,” “WE,” or “OUR” below), AND APPLY TO ALL USERS VISING THE SITE BY ACCESS OR USING THE SITE IN ANY WAY, INCLUDING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE SITE (EACH A “SERVICE”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  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU’RE REGISTERED ON THE SITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICES. 

IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS OF SERVICE WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT COMPANY’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL / DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SUBSCRIPTION SUBSECTION BELOW.

PLEASE BE AWARE THAT THE DISPUTE RESOLUTION SECTION, FOUND AT THE END  OF THIS AGREEMENT, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF MICHIGAN, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Service and any applicable Supplemental Terms are referred to herein as the “Terms of Service.”

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME.  When changes are made, Company will make a new copy of the Terms of Service available at the site and any new Supplemental Terms will be made available from within, or through, the affected Service on the site.  We will also update the “Last Updated” date at the top of the Terms of Service. If we make any material changes, and you have registered with us to create an Account (as defined in the Registration section below) we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms.  Any changes to the Terms will be effective immediately for new users of the site and/ or Services and will be effective thirty (30) days after posting notice of such changes on the site for existing users, provided that any material changes shall be effective for users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the site or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in the Registration section below).  We may require you to provide consent to the updated Terms in a specified manner before further use of the site and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the site and/or the Services. Otherwise, your continued use of the site and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.

Product Returns

The below Returns and Refunds policies apply to the purchase of goods and/or services from the Company only.  For any goods and/or services sold by third-parties, please refer to the Terms & Conditions of the applicable third-party for any returns and/or refunds policies. 

We do not accept returns of any consumable products purchased online. All returned products, without informing us will be discarded on receipt.

At our discretion, we may ask you to return products back to us. If a return is requested, we’ll send you a return shipping label, as well as instructions on how and where to send your package. Items sent back to us without first requesting a return will not be accepted. 

You can always contact us for any return questions at info@soberish.com.

Damages and Issues

Please inspect your order upon receipt and contact us immediately if the item is defective, damaged, or if you receive the wrong item, so that we may evaluate the issue and make it right.

Unfortunately, we cannot accept returns on gift cards, or other virtual products.

A refund may be requested in the following scenarios: 

Order(s) placed online for shipping may be canceled, and refunded before they are shipped. Once an order has been shipped and a tracking number has been issued, we are unable to cancel your order, or issue a refund.

Order(s) that arrive with products damaged during shipping, or for other product-related issues at our discretion

If approved, you’ll be automatically refunded on your original payment method within 10 business days. Please remember it can take some time for your bank or credit card company to process and post the refund too.

If more than 15 business days have passed since we’ve approved your return, please contact us at info@soberish.com.

Privacy Policy

Please see our privacy policy for additional terms that govern your use of this web site.

Access To This Site

THIS SITE IS INTENDED FOR USERS TWENTY ONE (21) YEARS OF AGE OR OLDER. IF YOU ARE UNDER TWENTY ONE YEARS OF AGE, DO NOT USE OR ACCESS THIS SITE FOR ANY REASON AND PLEASE EXIT THIS SITE IMMEDIATELY. ASK YOUR PARENT OR GUARDIAN TO ACCESS THIS SITE FOR YOU.

YOU MUST BE OF LEGAL AGE REQUIRED BY THE STATE OR PROVINCE YOU ARE IN TO PURCHASE OUR PRODUCTS. IT IS YOUR RESPONSIBILITY TO KNOW WHETHER YOU ARE LEGALLY ABLE TO PURCHASE OUR PRODUCTS.

To access this site or some of the resources it has to offer, you may be asked to provide certain registration details or other information. It is a condition of your use of this site that all the information you provide on this site will be your correct, current, and complete information. If our Company believes the information you provide is not correct, current, or complete or is an impersonation of someone else, we have the right to refuse you access to this site or any of its resources, to terminate or suspend your access at any time, and delete any comments you have posted, all without prior notice.

  1. Use of the Services and Company Properties.  The Site, the Services, the Content (defined in the License to Use the Site section), and the information and content available on the site and in the Services (as these terms are defined herein) (collectively, the “Company Properties”) are protected by copyright laws throughout the world.  Subject to the Terms of Service, Company grants you a limited license to reproduce portions of Company Properties for the sole purpose of using the Services for your personal or internal business purposes.

  2. Registration.

  3. Registering Your Account.  In order to access certain features of Company Properties you may be required to become a Registered User.  For purposes of the Terms of Service, a “Registered User” is a user who has registered an account on the site (“Account”).

  4. Security.  Any passwords used for the Account for this site are for individual use only. You will be responsible for the security of your password (if any) and you agree to accept responsibility for all activities that occur under your account or password. We have the right to monitor your password and, at our discretion, require you to change it. If you use a password that we consider insecure, we will have the right to require the password to be changed and/or terminate your Account. You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, we have the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. We reserve the right to investigate suspected violations of these Terms of Service, and we reserve the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any Submission that is believed to violate these Terms of Service.

  5. Registration Data.  In registering an account on the site, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (1) at least twenty one (21) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Company Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account.   You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Company Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify Company immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your Account and refuse any and all current or future use of Company Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You agree that you shall not have more than one Account. Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Company Properties if you have been previously removed by Company, or if you have been previously banned from any of Company Properties.

  6. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Company.

  7. Fees and Payment Terms.

  8. Payment.  You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.  You must provide Company with a valid credit card (Visa, MasterCard, Discover or any other issuer accepted by us). By providing Company with your credit card number and associated payment information, you agree that Company is authorized to immediately invoice your Account for all fees and charges due and payable to Company hereunder and that no additional notice or consent is required.  You agree to immediately notify Company of any change in your billing address or the credit card used for payment hereunder. Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on Company Properties or by e-mail delivery to you.

  9. Taxes.  Company’s fees are net of any applicable Sales Tax.  If any Services, or payments for any Services, under the Terms of Service are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Company for any liability or expense we may incur in connection with such Sales Taxes.  Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Company is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

  10. Withholding Taxes.  You agree to make all payments of fees to Company free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of fees to Company will be your sole responsibility, and you will provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

Payment

Charges to your credit card will appear as "SOBER(ISH)". 

Shipping and Delivery

Our shipping and delivery policy can be found at https://soberish.com/policies/shipping-policy. 

License to Use the Site

Subject to your compliance with these Terms of Service, we or our content providers (as applicable) grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the materials and content (collectively, the “Content”) on this Site. This license does not allow you to resell or make any commercial use of the Site, its Contents or our products sold through the Site; make any derivative use of any of our Content; download, copy, or other use any account information for the benefit of any third party; or use any data mining, robots, or similar data gathering and/or extraction tools. All rights not expressly granted to you in these Terms of Service are reserved and retained by us or our licensors, suppliers, publishers, rights-holders, or other content providers. No Content on, or product sold through, this Site may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our prior express written consent. You may not misuse our products or Content. You may use our Site only as permitted by law and these Terms of Service. The licenses we have granted you terminate if you do not comply with these Terms of Service.

Restrictions On Use

You may use this site only for the purposes expressly permitted by this site. You may not use this site for any other purpose, including any commercial purpose, without our express prior written consent. For example, you may not (and may not authorize any other party to) (i) co-brand this site, (ii) frame or use framing techniques to enclose any of our or our Content owner’s trademarks, logos, or other proprietary information (including images, text, page layout, or form), (iii) hyperlink to this site, or (iv) use any meta tags or any other "hidden text" using our name or trademarks without the express prior written permission of one of our authorized representatives. For purposes of these Terms of Service, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that associates our product with someone other than us or that such other party has the right to display, publish, or distribute this Site or Content accessible within this site. You agree to cooperate with our Company in causing any unauthorized co-branding, framing or hyperlinking to cease immediately.

No material from this site may be modified, translated, decompiled, disassembled, broadcast, licensed, sublicensed, transferred, sold, mirrored, framed, exploited, rented, leased, copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way.

Proprietary Information

The Content accessible from this site, and any other World Wide Web site owned, operated, licensed, or controlled by us is our proprietary information or the proprietary information of the party that provided the Content to us, and we or the party that provided the Content to us retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, displayed or transmitted in any way without our prior written consent, or unless authorized in writing elsewhere on our site, except that you may print out a copy of the Content solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Service violates our intellectual property rights. You do not obtain title or any rights, including but not limited to intellectual property rights, to any of the Content as a result of accessing this site.

Hyperlinks

This site may be hyperlinked to other sites which are not maintained by, or related to, us. Hyperlinks to such sites are provided as a service to our users and are not sponsored by or affiliated with this site or with us. We have not reviewed such sites and are not responsible for the Content of those sites. Hyperlinks are to be accessed at your own risk, and we make no representations or warranties about the Content, completeness or accuracy of these hyperlinks or the sites hyperlinked to this site. Further, the inclusion of any hyperlink to a third-party site does not necessarily imply that we endorse that site.

Health Information

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

Submissions

You hereby grant to us and our affiliates a license-free, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, transferable, fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all Content, remarks, suggestions, ideas, graphics, or other information you communicate to us through this site (together, the “Submission”) throughout the world in any media, and to incorporate any Submission in other works in any form, media, or technology now known or later developed. You represent and warrant that you own or control all of the rights to your Submissions. We will not be required to treat any Submission as confidential, and may use any Submission in our business (including, but not limited to, for products or advertising) without incurring any liability for royalties or any other compensation of any kind, and we will not incur any liability as a result of any similarities that may appear in our future operations. We will treat any personal information that you submit through this site in accordance with our Privacy Policy as set forth on this site.

Disclaimer

You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for the reconstruction of any lost data. We do not assume any responsibility or risk for your use of the Internet. The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices we have provided. Investors, borrowers, and other persons should use the Content in the same manner as any other educational medium and should not rely on the Content to the exclusion of their own judgment. Information obtained by using this site is not exhaustive and does not cover all issues, topics, or facts that may be relevant to your goals.

YOUR USE OF THE COMPANY PROPERTIES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR STATUTORY. WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We make no warranty, express or implied, that the Site, Services or any services, products, or information obtained on or through the site will meet your requirements or will be uninterrupted, timely, secure, or error free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components. We do not warrant or make any representation regarding use, or the result of use, of the Content in terms of accuracy, reliability, or otherwise. The Content may include technical inaccuracies or typographical errors, and we may make changes or improvements at any time. YOU, AND NOT US, ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. WE MAKE NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND WE DO NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE CONTENT. All of the information in this site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this site, and we do not undertake any obligation to update such information after it is posted or to remove such information from this site if it is not, or is no longer, accurate or complete.  

We shall be not held liable for any improper or incorrect use of the information, Services, or products purchased on this site and assume no responsibility for anyone's use of the information, Services, or products purchased on this site.  We will not be liable if you or anyone to whom you provide the products purchased on our site is exposed to or comes in contact with any item to which you or the other person is allergic.  We shall not be held liable for any direct or indirect damages caused in any way through the use of information or services on this site. This includes but is not limited to procurement or substitute goods or services; loss of use, data, or profits; or business interruption. This disclaimer of liability applies to any damages or injury which may be perceived by you, the site user, to be caused by the information or services on this site, or by using this site. 

Limitation of Liability

Disclaimer of Certain Damages.

YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH COMPANY PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF COMPANY PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE COMPANY PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH COMPANY PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON COMPANY PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO COMPANY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

Liability Cap.

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF US AND OUR COMPANY PARTIES, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE LESSER OF $100 OR THE AMOUNT YOU HAVE PAID TO COMPANY FOR THE APPLICABLE CONTENT, PRODUCT OR SERVICE OUT OF WHICH LIABILITY AROSE.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Indemnity

You will indemnify and hold us and our subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (collectively, the “Indemnified Parties”) harmless from loss, damages, judgments, awards, costs, expenses, attorney’s fees and expert witness fees (collectively, “Losses”) relating to or arising out of: (i) any breach of these Terms of Service by you, including any use of Content other than as expressly authorized in these Terms of Service; (ii) your Submissions to, use of or inability to use, the Company Properties; (iii) your use of the products purchased on the site; or (iv) violation of any applicable laws, rules or regulations. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, attorney’s fees and expert witness fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this Site or the purchase of any products.  You agree that the provisions in this section will survive any termination of your Account, the Terms of Service or your access to Company Properties.

Ownership; Trademarks and Copyrights

Except with respect to your Submissions and the Submissions of other users, you agree that Company and its suppliers own all rights, title and interest in Company Properties.  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, the Services, or Company Properties.

Trademarks, service marks, logos, graphics, images, HTML, codes, multimedia clips, Java codes, button icons, banners and software appearing in this site are our property or the property of the party that provided the trademarks, service marks, logos or copyrighted material to us. We, and any party that provided any of the foregoing to us, retain all rights with respect to any of our or their respective trademarks, service marks, logos and copyrighted material appearing in this site. Our trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us.

Notice and Procedure for Making Claims of Copyright Infringement

If you believe that your copyrighted work has been used or displayed on our Site in a way that constitutes copyright infringement, please report the alleged infringements by completing the following steps and by notifying our Designated Agent listed below. Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement should be sent ONLY to our Designated Agent.

The Notification of Claimed Infringement must include the following:

  1. (1) An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;

  2. (2) Identification of the copyrighted work (or works) that you claim has been infringed;

  3. (3) A description and identification of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the Site where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.);

  4. (4) A clear description of where the infringing material is located on our site, including as applicable its URL, so that we can locate the material;

  5. (5) Your contact information, including your name, address, telephone number, and e-mail address;

  6. (6) A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

  7. (7) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our agent designated to receive claims of copyright or other intellectual property infringement may be contacted as follows:

SOBERISH, 6780 Brooklyn Rd, Suite 1100, Jackson, MI 49201 

Information You May Not Post, Publish, etc.

You may not post, send, submit, publish, or transmit in connection with this site any material that:

  • you do not have the right to post, including proprietary material of any third party;

  • advocates illegal activity or discusses an intent to commit an illegal act;

  • is vulgar, obscene, pornographic, or indecent;

  • does not pertain directly to this site;

  • threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;

  • seeks to exploit or harm any person by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

  • infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;

  • violates any law or may be considered to violate any law;

  • impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the Content; advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this site;

  • solicits funds, advertisers or sponsors;

  • includes programs which contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;

  • disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via this site;

  • includes MP3 format files;

  • amounts to a ‘pyramid’ or similar scheme;

  • disobeys any policy or regulations established from time to time regarding use of this site or any networks connected to this site; or

  • contains hyperlinks to other sites that contain Content that falls within the descriptions set forth above.

Although under no obligation to do so, we reserve the right to monitor use of this site to determine compliance with these Terms of Service, as well the right to remove or refuse any information for any reason. Notwithstanding these rights, you remain solely responsible for the Content of your Submissions. You acknowledge and agree that neither we nor any third party that provides Content to us will assume or have any liability for any action or inaction by us or such third party with respect to any Submission.

U.S. Law Applies

This site is intended for users located in the United States. It is up to you to determine whether accessing this site and purchasing our products are legal where you are. You access this site and purchase our products at your own risk, and you are responsible for compliance with all applicable laws, rules, regulations and treaties.

Miscellaneous

Dispute Resolution

In the event of any claims, disputes, or other controversies arising out of, or relating to, these Terms of Service, the use of this site or information obtained through this site, or any other claims, disputes, or controversies arising out of or relating to this site, or any other World Wide Web site owned, operated, licensed, or controlled by us (the “Dispute” and together the “Disputes”), you agree to resolve any Dispute by submitting the Dispute to its offices located in Jackson, Michigan, or its successor, for mediation. Any party to the Dispute may commence mediation by providing to ADR Firm and the other parties a written request for mediation, setting forth the subject of the Dispute and the relief requested. The parties will cooperate with ADR Firm and with one another in selecting a mediator from ADR Firm’s panel of neutrals, and in scheduling the mediation proceedings promptly, not later than thirty (30) days after such request for mediation. The parties agree that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator or any ADR Firm employees, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

If the Dispute is not resolved through mediation, then it shall be submitted to ADR Firm, or its successor, for final and binding arbitration pursuant to the then-current form of JAMS Comprehensive Arbitration Rules & Procedures (the “Rules”) before one arbitrator, selected by the agreement of the parties and, failing such agreement within thirty (30) days of the Dispute being submitted for arbitration, by ADR Firm in accordance with the Rules. All hearings shall be held in Jackson, Michigan, USA. If ADR Firm ceases to exist and has no successor, then the parties shall submit the Dispute to an established alternative dispute resolution entity in Jackson, Michigan. Any party may initiate arbitration with respect to the Disputes submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or forty-five (45) days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, any arbitration initiated under this clause shall be conducted by a single arbitrator. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The provisions of this clause may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees, and expenses, including attorney fees, to be paid by the party against whom enforcement is ordered.

THE REQUIREMENT TO ARBITRATE MEANS YOU ARE WAIVING ANY RIGHT TO A TRIAL BY JURY.

No party to any mediation or arbitration under this clause shall be required to participate in any mediation or arbitration proceeding that involves more than one adverse party. The mediation or arbitration of any Dispute shall not be joined or consolidated with the mediation or arbitration of any other Dispute, even if such other Dispute relates to, arises out of or raises similar factual or legal claims.

Failure to insist on strict performance of any of these Terms of Service will not operate as a waiver of any subsequent default or failure of performance. No waiver by us of any right under these Terms of Service will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. These Terms of Service will be governed and interpreted pursuant to the laws of Michigan, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in Michigan in connection with any dispute between you and us arising out of these Terms of Service or pertaining to the subject matter hereof. The parties to these Terms of Service each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Service or pertaining to the subject matter of these Terms of Service will be in the state and federal courts in Michigan. To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of the site must be brought within two (2) years from the date on which such claim or action arose or accrued. If any part of these Terms of Service is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Terms of Service (including our privacy policy) constitute the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain. We may revise these Terms of Service at any time by updating this posting.

  1. Electronic Communications.  The communications between you and Company use electronic means, whether you visit Company Properties or send Company e-mails, or whether Company posts notices on Company Properties or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.

  2. Release.  You hereby release Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from (i) your use of Company Properties, including but not limited to, any interactions with or conduct of other users or third-party websites of any kind arising in connection with or as a result of the Terms of Service or your use of Company Properties; and (ii) any action taken by us during or as a result of our investigations and/or from any actions taken as a consequence of investigations by us or others, including law enforcement authorities.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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. The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Company Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or any Services provided hereunder.

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How To Contact Us

If you have questions or concerns about these Terms of Service, the practices of this site, or if you are interested in reprinting any of the Content of this site, please contact us at:

SOBERISH

6780 Brooklyn Rd, Suite 1100

Jackson, MI 49201

Brand Partner Compliance & Product Listing Agreement

COMPLIANCE POLICY

By using this or any other website owned by Soberish, its affiliates, or agents (referred to as “Soberish,” “Company,” “us,” “we,” or “our” below) to register, list, offer for sale, and sell your products (“Products”) containing cannabinoids (“Cannabinoids”) using our e-commerce platform, you expressly represent and warrant as follows:

1. The Products contain Cannabinoids that (i) are derived only from ingredients that are Generally Recognized as Safe by the United States Food and Drug Administration (“FDA”), or (ii) are naturally occurring in hemp (e.g., full-spectrum hemp oil that is naturally occurring in hemp); 

2. All hemp used as the source for Cannabinoids in the Products was cultivated, imported, processed, stored, distributed, and/or sold in compliance with all laws and regulations (including but not limited to federal, state, local, and/or international laws, rules, and/or regulations) that apply in the jurisdiction in which the hemp was cultivated, imported, processed, stored, distributed, and/or sold;

3. You have obtained all required licenses, permits, and/or registrations for engaging in hemp operations in the jurisdictions in which you operate, or source the Cannabinoids used in the Products solely from individuals and/or entities holding required licenses, permits, and/or registrations for engaging in hemp operations;

4. All hemp used as the source for Cannabinoids in the Products meets the definition of “hemp” as used in the Agricultural Improvement Act of 2018 (i.e., “the plant Cannabis sativa L. and any part of that plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a delta9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis”);

5. The Products contain no more than 0.3% Total THC, where “Total THC” means the sum of delta-9 tetrahydrocannabinol and tetrahydrocannabinolic acid (“THCA”), calculated as “Total THC = delta-9 tetrahydrocannabinol + (THCA x 0.877)”;

6. The Products are in compliance with all laws and regulations (including but not limited to federal, state, local, and/or international laws, rules, and/or regulations) that apply in the jurisdiction in which the the Products are manufactured, processed, stored, distributed, and/or sold, including but not limited to any cannabinoid concentration limits, labeling, packaging, and testing requirements;

7. You have not made, and do not intend to make, any structure/function, health, disease, or drug claims about any Products that have not been approved by the FDA;

8. All marketing claims associated with the Products are true and accurate and do not contain any false or misleading statements;  

9. None of your employees that provide services in relation to the Products have been convicted of any felony relating to a controlled substance under state or federal law within ten (10) years of each date that you offer any Products for sale using our e-commerce platform; and

10.  You have not been subject to any enforcement action and have not received any communication from the FDA relating to any of the Products that contain Cannabinoids derived from hemp.

In addition, Brand agrees to defend, indemnify and hold us, our affiliates, our licensors, and each of our and their officers, directors, employees, attorneys and agents harmless from and against any and all third-party claims, costs, damages, judgments, decrees, fines, penalties, liabilities and expenses (including reasonable attorneys’ fees and litigation costs) arising out of or in connection with your breach of this policy.

Further, you shall not materially change or allow any third party to materially change the formulation, label, or packaging of any Product at any time while such Product is listed on our e-commerce platform without providing us written notice at least thirty (30) days prior to any sale of such Product bearing such changes.

For the purposes of this policy, “materially change” means, with respect to the formulation, label, and packaging of a Product, any change that violates or is reasonably likely to violate state laws or regulations that apply in the jurisdiction in which the such Product is manufactured, processed, stored, distributed, and/or sold. Examples of such material changes include, but are in no way limited, to: (a) the addition of any Cannabinoids derived from the plant Cannabis sativa L. and any part of that plant with a delta-9 tetrahydrocannabinol concentration exceeding 0.3 percent on a dry weight basis to such Product, (b) the addition of images or characters, including any images that are similar to marijuana leaves, to any logos or to the label of such Product, and (c) changes to the packaging that make or are reasonably likely to make such Product easier to open by children.     

 PRODUCT LISTING AGREEMENT

 This website (the “Website”), owned by Soberish, its affiliates, or agents (referred to as “Soberish,” “Company,” “us,” “we,” or “our” below), provides an e-commerce platform allowing you to register, list, offer for sale, and sell your products (the “Products”) to customers, subject to our Terms of Service and each of our applicable policies (collectively, such services, including any new features and applications, and the Website, the “Service(s)”). By using the Services, you expressly to the following provisions of this Product Listing Agreement (this “Agreement”).

1.          Payments; Commission.  We shall collect all revenue from sales of the Products facilitated by the Website (such sales, “Website Sales”). On the first of each calendar month, we shall remit to you in immediately available funds a set percentage of the revenue from Website Sales made in the prior month, which percentage is agreed to by you and Soberish in writing prior to such sales,  and we shall retain the balance of such revenue as commission for payment in full of the Services performed (the “Commission”).  

2.          Shipping. For each Website Sale, you shall be responsible for shipping Products to customers and for any and all related costs.    

3.          Taxes.  We shall pay all applicable taxes, including, but not limited to, estimated taxes, incurred as a result of the Commission. You shall pay all applicable taxes, including, but not limited to, estimated taxes, incurred in connection with all other revenue from Website Sales, and shall indemnify and hold us harmless with respect thereto. 

4.          Promotional Service.  At your election, you may participate in our Giggle Grass Sampler Box (the “Promotion”) for one or more Products listed on the Website by shipping five hundred (500) samples of each such Product (the “Samples”) at your sole cost to an address to be provided by us upon request. We shall market, promote on the Website and our social media channels, and distribute the Samples in connection with the Promotion and shall retain all revenue resulting from the Promotion. 

5.          Trademarks; Intellectual Property.  We acknowledge that you are and shall remain the exclusive owner of all intellectual property in connection with the Products, including: (i) all recipes, formulations and any modifications or improvements thereto, and specifications, (ii) trademarks, service marks, trade dress, trade names used in connection with the Products (the “Marks”), (iii) associated goodwill, domain names and websites (and their content) that include the Marks, original copyrightable subject matter and any derivative works, including, but not limited to, artwork, graphics, and label copy furnished by, or developed for, you, and other confidential and proprietary information developed by or for you; and (iv) any inventions, discoveries or improvements by you, whether or not patentable including, without limitation, manufacturing processing techniques and, equipment, methods and designs for packaging, dispensing or storing of the Products (collectively, the “Intellectual Property”). 

6.          Indemnification. 

 a. You shall indemnify, defend and hold harmless Soberish, its directors, officers, managers, members, shareholders and employees, from and against any and all claims, suits, judgments, losses, expenses, costs of investigation, damages and liabilities (including reasonable attorneys’, expert witness and court reporter fees and expenses) (each, a “Claim”) arising out of or relating to: (a) any damage to any person or property which was caused, or which is alleged to have been caused, in whole or in part, by your negligent or intentional conduct, performance of its obligations herein, or failure to perform your obligations herein; (b) any claims by governmental authorities with respect to your non-compliance with laws, rules and regulations applicable to the transactions addressed herein, including sale and delivery of the Products; (c) any breach of any of your covenants, representations and warranties herein; (d) any actual, alleged or threatened recall of any Products or customer refunds or payments in connection with recalled Products; (e) any actual or alleged bodily injury to, or death of, any person; damage or destruction to real or tangible personal property; or any other damage or loss by whomsoever suffered, claimed to result in whole or in part from the Products; (f) any actual or alleged defect in the Products, whether latent or patent, including any alleged failure to provide accurate, truthful or adequate warnings, labeling or instructions or statements in advertising; and (g) any actual or alleged infringement of the intellectual property rights of any third party in connection with the Products or Intellectual Property, including without limitation that Soberish’s sale, promotion, or use of any Intellectual Property or Products infringes or misappropriates the patent, copyright, trademark, trade dress, trade secret intellectual property, or confidential property rights of any third party. 

b. Any entity entitled to indemnification shall give written notice to the indemnifying party of any Claims that may be subject to indemnification, promptly after learning of such Claim. Within a reasonable time after receiving such notice, the indemnifying party shall assume the defense of such Claims with counsel reasonably satisfactory to the indemnified party. The indemnified party shall cooperate with the indemnifying party in such defense at the indemnifying party’s expense. The indemnified party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying party shall not be liable for any litigation costs or expenses incurred by the indemnified party without the indemnifying party’s written consent, such consent not to be unreasonably withheld. The indemnifying party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified party from all liability relating thereto or (b) adversely impacts the rights granted to the indemnified party under this Agreement, unless the indemnified party otherwise agrees in writing.  Notwithstanding the foregoing, the indemnifying party is not required to indemnify the indemnified party against the gross negligence or willful misconduct of the indemnified party.    

7.          Compliance with Laws. You shall perform your respective obligations under this Agreement in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes or orders (collectively, “Applicable Law”). You represent and warrant that each Products delivered to a customer in connection with a Website Sale shall be undamaged, free of defect, and compliant with Applicable Law and prevailing industry standards for health, safety, storage, or handling.

8.          Governing Law; Venue.  This Agreement shall be construed and enforced in accordance with the laws of the State of Michigan, excluding its conflict of law principles.  Any action to declare or enforce any rights or obligations under this Agreement shall be brought only before a federal or state court of competent jurisdiction in the State of Michigan.

9.          Relationship of Parties.  The relationship between you and Soberish shall be governed by the terms and conditions of this Agreement.  You and Soberish shall each be treated as an independent party with respect to the other.  Nothing in this Agreement shall be construed to make any party hereto an agent, employee, franchisee, joint venturer, partner or legal representative of the other.  A party hereto shall not have, nor represent itself to have, any authority to act on the other’s behalf. 

10.       Notices.  All notices and other communications given hereunder shall be in writing and shall be considered to have been given (i) upon personal delivery; (ii) upon delivery if sent by a nationally or internationally recognized overnight courier; (iii) by email on the date sent; (iv) on the third day after the date mailed, by certified or registered mail; or (v) by displaying notices or links to notices generally on the Website on the date such notices or links were displayed on the Website.

11.       Assignment.  You may not assign, delegate or otherwise transfer this Agreement or any of your rights or obligations hereunder without our written approval. 

12.       Severability.  If any provision of this Agreement shall be held invalid, it shall not affect the validity of the remainder of this Agreement.

PLEASE NOTE THAT THE TERMS OF THIS AGREEMENT ARE SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME.  When changes are made, Company will make a new copy of this Agreement available at the Website.  If we make any material changes, and you have registered with us to create an account, we will also send an e-mail to you at the last e-mail address you provided to us.  Any changes to this Agreement will be effective immediately for new users of the Website and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website or dispatch of an e-mail notice of such changes for existing users.  We may require you to provide consent to the updated Agreement in a specified manner before further use of the Website and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.