EQUII Terms & Conditions

Equii Terms& Conditions

Effective Date: [08/21/2023]

Please read these Terms &Conditions (“Terms”) carefullybefore accessing or using the apps, websites and other services operated by Equii,LLC (the “Services”).  The Services are made available to you by Equii, LLC (“Equii”, “we” or “us”). By accessing or using the Services, you agree to be bound by theseTerms, which are a legal agreement between us and you.

THESE TERMS CONTAIN DISCLAIMERSOF WARRANTIES, DISCLAIMERS OF LIABILITY, AND A BINDING ARBITRATION CLAUSE ANDCLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS FOR RESOLVING ANY DISPUTE WITH US,AS WELL AS AN INDEMNIFICATION PROVISION THAT MAKES YOU RESPONSIBLE FOR CERTAINLOSSES.  PLEASE READ THEM CAREFULLY.

Some of our stores are hostedon Shopify Inc. (“Shopify”).  Shopify provides us with the onlinee-commerce platform that allows us to sell our products and services to you. Please visit Shopify’s website to learnmore about its products and services.

1 THESE TERMS

1.1 The Services are intendedfor users in the United States who are at least 18 years old.  By accessing or using the Services, yourepresent and warrant that you are least 18 years old and have the legal rightand ability to agree to these Terms and that you have read, understood, andagree to the Terms with the intent to be legally bound by them.  If you access the Services from outside theUnited States, you do so at your own risk and are responsible for compliancewith the laws of the jurisdiction where you access the Services.

1.2  Certain provisions of these Terms may besupplemented by expressly designated legal notices or terms located onparticular pages within the Services, such as our Shipping& Returns Policy <LINK>.  Youagree to comply with all supplemental legal notices or terms that arereasonably disclosed to you, and such notices and terms form a part of theseTerms for all purposes.

1.3  We reserve the right to make changes to theseTerms at any time, in accordance with applicable law.  If we make changes to these Terms, suchamended Terms will be posted on the Services or through some other reasonablemethod, and such amended Terms will take effect immediately when they areposted.  If you do not accept a change,then you are free to stop using the Services. Your use of the Services following a change to these Terms shallconstitute your acceptance of that change.

2 LICENSE AND INTELLECTUAL PROPERTY

2.1As between you and us, we own the Services, including, without limitation, allsoftware, text, graphics, tools, links, recommendations, and other content ormaterial provided in or through use of the Services (all of which form part ofand are collectively referred to as the “Services” herein), and all worldwideintellectual property rights in the foregoing.

2.2 We grant you a limited,personal, revocable, non-transferable and non-exclusive right and license toaccess and use the Services for your personal and non-commercial use and for theirintended use only.  Any software providedthrough or used to operate the Services is licensed, not sold, to you by us,and such license is limited to object code only.  We may notify you, by notice within thesoftware or otherwise, that the software contains software governed by thelicense of a third party, and you agree to abide by the terms and conditions ofthe same.  Except as expressly permittedherein, you must not, nor enable any other person to, rent, lease, lend, sell,redistribute, sublicense, copy, reverse engineer, decompile, translate, modify,rent, use as a service bureau, lease, sublicense, distribute copies of, adapt,create derivative works based on, or otherwise use the Services.

2.3 We, in our sole discretion,may make available updates, upgrades, and/or future versions of or to the Services,and such updates, upgrades and/or future versions may not include all previousor existing features, functionality or components of the Services.  These Terms will govern the use of suchupdates, upgrades and future versions.

2.4 Any trademark, servicemark, logo or trade name contained in the Services, whether or not appearing inlarge print or with the trademark symbol, belongs exclusively to us or ourlicensors, and you may not use or display such trademarks without ourpermission.  Nothing in these Termsgrants you any right to use any trademark, service mark, logo or trade name ofours or any third party.

2.5 With respect to data,information, files and content you submit or make available through the Services(collectively, “User Content”), yougrant us and our partners a worldwide, perpetual, irrevocable, royalty-free andnon-exclusive license to use such User Content to manage, provide, monitor,repair, improve, analyze and operate the Services and for other lawful purposesauthorized by us.  You are fullyresponsible for all User Content that you submit to us and agree not to provideUser Content that violates these Terms, including, but not limited to, Section3.2.  We are not responsible for any UserContent and have no duty to monitor the User Content posted on theServices.  You use any informationcontained in User Content at your own risk. We have the right, in our sole discretion, to monitor, review, edit,remove, delete, disable, refuse, restrict, or terminate access to your UserContent or the Services (in whole or in part) at any time, without prior noticeand in our sole discretion, for any or no reason.  If you notice that any User Content appearsto violate these Terms, if you believe that any User Content might harm you orsomeone else, or, where authorized by local laws, if you are a minor who isrequesting removal of User Content that you have posted to the Services, pleasenotify us by e-mailing customercare@arcadiabio.com.  Even where we agree to remove User Content inaccordance with local laws, this may not result in complete or comprehensiveremoval of User Content from the Services.

3 YOUR OBLIGATIONS

3.1 When you create an account,you agree to provide only true, accurate, current and complete information asprompted by the registration form or otherwise requested during the term ofthese Terms and to maintain and promptly update that information so as to keepthat information true, accurate, current and complete.  You consent and authorize us to verify theinformation that you provide.

3.2 You agree not to use the Servicesto: (a) upload, post, email, transmit or otherwise make available any contentthat is unlawful, infringing, harmful, threatening, abusive, harassing,tortious, defamatory, vulgar, obscene, deceptive, libelous, invasive ofanother's privacy, hateful, or racially, ethnically or otherwise illegal,tortious, sexually explicit or objectionable; (b) impersonate any person orentity, including, but not limited to, an employee of us or any partner, orfalsely state or otherwise misrepresent your affiliation with a person orentity; (c) transmit or otherwise make available any content that you do nothave a right to make available, that contains a software virus or any othercomputer code, file or program, which might interrupt, destroy or limit thefunctionality of any computer software or hardware or telecommunicationsequipment; (d) interfere with or disrupt the Services or any server or networkconnected to the Services, or take any action intended or reasonably expectedto harm us or any other entity; and/or (e) violate any applicable local, state,federal or international law.

3.3 You are solely responsiblefor maintaining the confidentiality of your information and for restrictingaccess to your devices.  You acceptresponsibility for all activities that occur under your account or from yourdevices.  You agree to immediately notifyus at the e-mail address provided below if you have reason to believe there hasbeen any unauthorized use of your Services account or password, or any otherbreach of security related to the Services, and you acknowledge that we may notbe able to mitigate such unauthorized access or other breach of security untilyou do so.  We may revoke or deactivateyour account at any time.

3.4 You consent to transactwith us electronically and receive legal notices and other communicationselectronically, either by e-mail, text messaging, push notifications (inaccordance with your device settings), or by notices posted on the Services.  You agree that any requirement that acommunication be sent to you in writing is satisfied by such electroniccommunication and that you are responsible for maintaining an Internet browser,mobile device or computing equipment capable of accessing the Services.

4 WARRANTIES AND DISCLAIMER

4.1THE SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THESERVICES ARE (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED ON AN 'AS IS', ‘AS AVAILABLE’, AND ‘WITH ALLFAULTS’ BASIS.  TO THE FULLESTEXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EITHEREXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THEIMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, sATISFACTORYQUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  WE MAKE NO REPRESENTATION OR WARRANTY THATTHE SERVICES SHALL BE AVAILABLE AT ALL TIMES OR BE FREE OF ERROR.  WE MAKE NO REPRESENTATION OR WARRANTY ABOUTTHE SECURITY OR SAFETY OF THE SERVICES (including locations you visit whileusing the services) OR ABOUT THE ACCURACY, AVAILABILITY, RELIABILITY,COMPLETENESS, CURRENTNESS, SUITABILITY OR TIMELINESS OF INFORMATION AVAILABLETHROUGH THE SERVICES OR ANY POINTS OR PRIVILEGES REFERENCED in theSERVICES.  YOU ASSUME ALL RISK FOR ANYDAMAGE TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTSFROM OBTAINING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGE RESULTINGFROM ANY VIRUS.  

NOADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US ORTHROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED INTHESE TERMS.

4.2 The Services may providelinks or access to third-party websites and services outside our control.  These may include, for example, eventregistration, donation and payment functionality, and other features,functionalities, and services powered by third parties. We do not endorse,recommend, or otherwise accept responsibility for any of these third partywebsites or services, and we make no representation or warranties of any kindregarding them. We are not responsible for their content, quality, nature,reliability, privacy, data security or other practices or their handling ofinformation you make available to them. Your business dealings with these thirdparties, and any terms, conditions, warranties or representations associatedtherewith, are solely between you and such third parties. We encourage you toreview their applicable terms and policies.

5 LIMITATION OF LIABILITY

5.1Nothing in these Terms shall limit or exclude any liability that, underapplicable law, cannot be limited or excluded.

5.2TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, EQUII, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS,CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS AND LICENSORS DISCLAIM ANDWILL NOT BE LIABLE FOR ANY DAMAGE (INCLUDING, WITHOUT LIMITATION, DIRECT,INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIALOR EXEMPLARY DAMAGE (INCLUDING, WITHOUT LIMITATION, BODILY HARM, EMOTIONALDISTRESS, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, OR OTHER ECONOMICADVANTAGE)) ARISING OUT OF OR IN CONNECTION WITH (A) YOUR ENTRY OF USER CONTENTINTO THE SERVICES, (B) ANY STATEMENT OR CONDUCT OF ANY THIRD PARTY ON THESERVICES, (C) STOPPAGE OF USE BY YOU DURING OR AFTER COMMENCEMENT OF USE OF THESERVICES, (D) THE USE OR INABILITY TO USE THE SERVICES, (E) ANY FAILURE OFPERFORMANCE, ERROR, OMISSION, INTERRUPTION, EFFECT, DELAY OR DEFECT INOPERATION OR TRANSMISSION, VIRUS, LINE SYSTEM FAILURE, OR LOSS OF USE RELATEDTO THE SERVICES, (f) ANY PHYSICAL ACTIVITY, personal injury, or property damagearising from or RELATED TO your use of THE SERVICE or any products procuredusing the services, OR (g) OTHERWISE ARISING OUT OF OR RELATING TO THESETERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATIONNEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND EVEN IF WE OR OUR PARTNERS HAVE PREVIOUSLYBEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCHDAMAGES.  IF YOU ARE DISSATISFIED WITHTHE SERVICES OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO REMOVE THESERVICES FROM YOUR MOBILE DEVICE AND DISCONTINUE THEIR USE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLELAW, OUR AGGREGATE LIABILITY UNDER THESE TERMS IS LIMITED TO $100.

5.3YOU AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOTRESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULTOF ANY DEALING WITH ANY OTHER ENTITY THAT YOU USE OR CONSULT WITH.  

6 INDEMNITY

6.1 You promise to compensate Equiiand our affiliates, partners, officers, directors, agents, contractors,licensors, service providers, subcontractors, suppliers, interns and employeesfully against any claim or demand, including without limitation reasonablelegal fees, made by any third party due to or arising out of your use of the Services,your breach of these Terms, your violation of any applicable law, or yourviolation of any right of another person or entity.

7 TERMINATION AND SUSPENSION

7.1You may delete the Services from your phone at any time.

7.2 We may terminate theseTerms and/or your access to the Services immediately for any reason, includingwithout limitation where we have reasonable ground to do so based on: (i) yourbreach of these Terms; (ii) a request by law enforcement or other governmentagency; (iii) our discontinuation of or material modification to the Services;(iv) an unexpected technical or security issue or problem; and (v) yourinactivity.  Termination of your accountmay include (i) removal of access to all offerings within the Services, (ii)deletion of User Content associated with or inside your account, and (iii)barring of further use of the Services. You agree that any such suspension, change or termination by us may bemade in our sole discretion and that, to the extent permitted by applicablelaw, we shall not be liable to you or any third party for any suspension,change or termination of your account or access to the Services for any reason.

7.3 Sections 2 (except for thefirst sentence of Section 2.2), 3.2, 3.3, 3.4, 4, 5, 6, 7.2, 8, 9, 10, and thisSection 7.3 will survive any termination of these Terms.

8 GOVERNING LAW; MANDATORY ARBITRATION

8.1PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS.  BY AGREEING TO MANDATORY, BINDINGARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TOHAVE A JUDGE OR JURY DECIDE YOUR CASE.

8.2 These Terms shall be governed by, and construed in accordancewith, the laws of the United States and the State of California, without regards to theconflicts of law principles thereof.  Ifany clause or provision of these Terms is found to be invalid by any courthaving competent jurisdiction, the invalidity of such clause or provision shallnot affect the validity of the remaining clauses or provisions of these Terms,including but not limited to the class action waiver.  You expressly agree that if you dispute thevalidity or enforceability of the individual arbitration provision and/or class action waiver in theseTerms, you shall bring such dispute in the courts of the State of California,and you expressly consent and agree to submit to the exclusive personaljurisdiction and venue of such courts.

8.3 All claims arising in connection withyour use of the Services should be reported and brought to our attention assoon as possible in a written statement delivered to info@equii.com.  To the maximum extent permitted by law, youpermanently and irrevocably waive your rights to bring any claim in connectionwith your use of the Services unless you bring it within one (1) year ofthe date of the event giving rise to such claim.

8.4 EXCEPT FOR DISPUTES THAT QUALIFY TO BE HEARD IN SMALL CLAIMSCOURT, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL DISPUTES ARISING OUT OF ORRELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU, ON THEONE HAND, AND EQUII OR ANY OF ITS AFFILIATES, LICENSORS, OR SUPPLIERS, ON THEOTHER HAND, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION,OR ANY OTHER THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATIONBEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY.

YOU AGREE THAT EQUII AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY AJURY.  YOU FURTHER AGREE THAT ANYARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY AND THAT CLASSARBITRATIONS, CLASS ACTIONS AND OTHER REPRESENTATIVE ACTIONS ARE NOT PERMITTED.  YOU HEREBY AGREE TO GIVE UP THE ABILITY TOBRING OR PARTICIPATE IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION IN COURTOR ARBITRATION.

8.5 The arbitration will be administered bythe American Arbitration Association (the “AAA”) under the ConsumerArbitration Rules (the “Rules”) (available from the AAA at www.adr.org),as amended by these Terms.  Thearbitrator will conduct hearings, if any, by teleconference or videoconference,rather than by personal appearances, unless the arbitrator determines uponrequest by you or by us that an in-person hearing is appropriate.  Any in-person appearances will be held at alocation that is reasonably convenient to the parties with due consideration oftheir ability to travel and other pertinent circumstances.  If the parties are unable to agree on alocation, such determination will be made by the AAA or by the arbitrator.  If you are able to demonstrate that the costsof arbitration will be prohibitive as compared to the costs of litigation, wewill, to the extent required to make this Section 8 enforceable, pay as much ofyour filing and hearing fees in connection with the arbitration as thearbitrator deems necessary to prevent the arbitration from beingcost-prohibitive.  The arbitrator will bebound by these Terms, when not in conflict with applicable law, and thearbitrator’s decision will be binding and final, subject only to limited rightof judicial review provided under the Federal Arbitration Act.  The arbitrator will have authority to awardtemporary, interim or permanent injunctive relief or relief providing forspecific performance of these Terms, but only to the extent necessary toprovide relief warranted by the individual claim before the arbitrator.  If the arbitrator decides that either the substanceof your claim or the remedy you asked for is frivolous or brought for animproper purpose, we may use the applicable Rules to determine whether you areresponsible for the filing, administrative and arbitrator fees.  The award rendered by the arbitrator may beconfirmed and enforced in any court having jurisdiction thereof.  Notwithstanding any of the foregoing, nothingin these Terms will preclude you from bringing issues to the attention offederal, state or local government agencies or from seeking public injunctiverelief in court where that right cannot be waived under applicable state law.

[9 ORDERING

9.1MODIFICATIONS TO THE SERVICE AND PRICES

Pricesfor our products are subject to change without notice.

Wereserve the right at any time to modify or discontinue the Services (or anypart or content thereof) without notice.

Weshall not be liable to you or to any third party for any modification, pricechange, suspension or discontinuance of the Services.

9.2PRODUCTS OR SERVICES

Certainproducts or services may be available exclusively online through the website.These products or services may have limited quantities and are subject toreturn or exchange only according to our Shipping & Returns Policy <LINK>.  

Wehave made every effort to display as accurately as possible the colors andimages of our products that appear at the stores. We cannot guarantee that yourdevice’s display of any color will be accurate.

Wereserve the right, but are not obligated, to limit the sales of our products orServices to any person, geographic region or jurisdiction. We may exercise thisright on a case-by-case basis. We reserve the right to limit the quantities ofany products or services that we offer. All descriptions of products or productpricing are subject to change at any time without notice, at the solediscretion of us. We reserve the right to discontinue any product at any time.Any offer for any product or service made on this site is void whereprohibited.

Wedo not warrant that the quality of any products, services, information, orother material purchased or obtained by you will meet your expectations, orthat any errors in the Services will be corrected.

9.3ACCURACY OF BILLING AND ACCOUNT INFORMATION

Wereserve the right to refuse any order you place with us. We may, in our solediscretion, limit or cancel quantities purchased per person, per household orper order. These restrictions may include orders placed by or under the samecustomer account, the same credit card, and/or orders that use the same billingand/or shipping address. In the event that we make a change to or cancel anorder, we may attempt to notify you by contacting the e‑mailand/or billing address/phone number provided at the time the order was made. Wereserve the right to limit or prohibit orders that, in our sole judgment,appear to be placed by dealers, resellers or distributors.

Youagree to provide current, complete and accurate purchase and accountinformation for all purchases made at our store. You agree to promptly updateyour account and other information, including your email address and creditcard numbers and expiration dates, so that we can complete your transactionsand contact you as needed.

Formore detail, please review our Shipping & Returns Policy <LINK>.

10 GENERAL

10.1These Terms constitute the entire agreement between you and us relating to itssubject matter and supersedes all prior agreements, undertakings,representations, warranties and arrangements of any nature relating to thesame.  Each party acknowledges that ithas not been induced to enter into these Terms by any representation orwarranty other than those contained in these Terms.

10.2 You must not use, exportor re-export the Services contrary to any law of the USA and any otherjurisdiction including without limitation the Export Administration Regulationsof the USA.  You represent and warrantthat (i) you are not located in a country that is subject to a US Governmentembargo or that has been designated by the US government as a “terroristsupporting” country; and (ii) you are not listed on any US government list ofprohibited or restricted parties.

10.3 We may assign these Terms,in whole or in part without notice to you or your consent.  No person who is not a party to these Terms(other than any person specifically identified as a third party beneficiary)shall have any right under any law to enforce any term of these Terms, and noconsent is required from any third party to change these Terms.  We shall not be in breach of these Terms orotherwise liable to you as a result of any delay or failure in the performanceof our obligations under these Terms to the extent that such delay or failureis caused by any occurrence beyond our reasonable control including, but notlimited to, any act of God, strike, war or sabotage, and the time forperformance of the relevant obligation shall be extended accordingly.  No failure or delay by us to exercise orenforce any right or benefit under these Terms shall be deemed a waiver of suchright or benefit nor operate to prevent or limit the future exercise orenforcement of that right or benefit.  Ifany term or condition of these Terms is held invalid, void or otherwiseunenforceable by any court, governmental agency or authority of competentjurisdiction, the remainder of these Terms shall remain valid and enforceable.

The parties are independentcontractors and nothing in these Terms shall be deemed to create any jointventure or agency relationship among the parties, and no party shall have theright to enter into any contract on behalf of, to legally bind, to incur debton behalf of, or to otherwise incur any liability or obligation on behalf of,the other party.

AdditionalTerms for Apple’s App Store

In addition to the other termsset forth herein, the provisions of this section also apply to you if youobtained the Services from Apple’s App Store. These additional terms should not be read to limit any other provisionof these Terms and should not be interpreted to affect the meaning of any otherprovision of these Terms.  Youacknowledge that these Terms are between you and us only, not with Apple, andApple is not responsible for the Services. Apple has no obligation whatsoever to furnish any maintenance andsupport services with respect to the Services. In the event of any failure of the Services to conform to any applicablewarranty, you may notify Apple and Apple may refund any applicable purchaseprice for the Services to you; but, to the maximum extent permitted byapplicable law, Apple will have no other warranty obligation whatsoever withrespect to the Services.  Apple is notresponsible for addressing any claim by you or any third party relating to theServices or your possession and/or use of the Services, including, but notlimited to: (i) any product liability claim; (ii) any claim that theServices fail to conform to any applicable legal or regulatory requirement; and(iii) any claim arising under consumer protection, privacy, or similarlegislation.  Apple is not responsiblefor the investigation, defense, settlement or discharge of any third partyclaim that the Services and/or your possession and use of the Servicesinfringes any third party’s intellectual property rights.  You may access and use the Services only onApple-branded products that you own or control and as permitted by the usagerules set forth in the App Store Terms of Service.  You agree to comply with all applicablethird-party terms when using the Services. Apple, and Apple’s subsidiaries, are third party beneficiaries of theseTerms, and, upon your acceptance of these Terms, Apple will have the right (andwill be deemed to have accepted the right) to enforce these Terms against youas a third party beneficiary hereunder.

11 CONTACT

If you have an inquiryregarding the functionality of the Services, you may contact us as follows:

[info@equii.com]